Edible Garden (EDBL) issues 11M common shares in preferred stock exchange and reports vote results
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Edible Garden AG Incorporated entered into exchange agreements with Streeterville Capital to swap 1,830 shares of Series B Preferred Stock, with a stated value of $1,830,000, for 11,000,786 unregistered shares of common stock. The exchange ratio was based on the Nasdaq Minimum Price of the common stock on the trading day before each agreement.
The company also held its annual meeting, where 5,599,863 shares of common stock were entitled to vote and 1,924,358 shares were present or represented by proxy. All listed director nominees received more votes for than withheld, and the other proposals presented received more votes for than against.
Positive
- Exchange of Series B Preferred Stock with $1,830,000 stated value into common shares simplifies the capital structure by removing that preferred layer.
- All director nominees received more votes for than withheld, indicating stockholder support for the current board slate at the annual meeting.
Negative
- Issuing 11,000,786 new common shares in the exchange is large relative to the 5,599,863 shares entitled to vote at the annual meeting, implying substantial dilution for existing common shareholders.
- The new common shares issued to a single counterparty, Streeterville Capital, may meaningfully alter ownership concentration and voting influence.
Insights
Large common share issuance replaces preferred stock, materially shifting the capital structure.
Edible Garden exchanged Series B Preferred Stock with a stated value of $1,830,000 for 11,000,786 common shares held by Streeterville Capital. This converts preferred obligations into equity and removes that preferred layer from the capital stack.
The issuance is sizeable compared with the 5,599,863 common shares entitled to vote at the annual meeting, indicating a significant change in ownership structure and potential dilution for existing holders. Subsequent disclosures may clarify how this new equity base influences future financing flexibility and voting dynamics.
8-K Event Classification
2 items: 3.02, 5.07
2 items
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Preferred shares exchanged: 1,830 shares
Stated value of preferred: $1,830,000
Common shares issued: 11,000,786 shares
+4 more
7 metrics
Preferred shares exchanged
1,830 shares
Series B Preferred Stock exchanged on June 22 and June 30, 2026
Stated value of preferred
$1,830,000
Aggregate stated value ($1,000 per Series B share) in exchange
Common shares issued
11,000,786 shares
Exchange Shares issued to Streeterville Capital
Shares entitled to vote
5,599,863 shares
Common stock entitled to vote at the annual meeting
Shares present or by proxy
1,924,358 shares
Common stock present or represented at the annual meeting
Votes for CEO-director nominee
1,129,247 votes
Votes for James E. Kras as director, excluding broker non-votes
Largest proposal support
1,819,027 votes for
Highest FOR vote total among non-adjournment proposals
Key Terms
Exchange Agreements, Series B Preferred Stock, Nasdaq Minimum Price, Section 3(a)(9), +1 more
5 terms
Exchange Agreements financial
"entered into exchange agreements (the “Exchange Agreements”) with Streeterville Capital"
Series B Preferred Stock financial
"130 and 1,700 shares, respectively, of the Company’s Series B Preferred Stock"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
Nasdaq Minimum Price financial
"determined by dividing the Stated Value by the Nasdaq Minimum Price of the Company’s common stock"
A Nasdaq minimum price is the lowest share price a company must maintain to meet listing rules on the Nasdaq stock market, similar to a height requirement that determines whether someone can stay on a ride. If a stock falls below that threshold for a sustained period, the company can be warned or removed from the exchange, which can reduce investor liquidity, increase trading costs and signal potential financial trouble.
Section 3(a)(9) regulatory
"conducted pursuant to the exemption provided in Section 3(a)(9) under the Securities Act"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
broker non-votes financial
"Broker non-votes represent shares held by broker nominees for beneficial owners"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
FAQ
What equity transaction did Edible Garden (EDBL) disclose in this 8-K?
Edible Garden exchanged Series B Preferred Stock with a stated value of $1,830,000 for 11,000,786 shares of common stock held by Streeterville Capital. The exchange was structured under Section 3(a)(9) of the Securities Act and was not registered.
What were the key voting results at Edible Garden’s 2026 annual meeting?
At the annual meeting, 5,599,863 shares were entitled to vote and 1,924,358 were present or by proxy. All named director nominees received more votes for than withheld, and the listed non-adjournment proposals each received more votes for than against.