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  4. [8-K] Edible Garden AG Inc Reports Material Event

Edible Garden (NASDAQ: EDBL) trades Series B preferred into 674,923 shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Edible Garden AG Incorporated entered into exchange agreements with Streeterville Capital, LLC on July 27, 2026 and July 29, 2026 to exchange shares of its Series B Preferred Stock for common stock.

The company exchanged 1,919 and 155 shares of Series B Preferred Stock, with an aggregate stated value of $2,074,000 at $1,000 per share, for a total of 674,923 shares of common stock. The number of common shares was calculated by dividing the stated value by the Nasdaq Minimum Price of the common stock on the trading day immediately before each agreement. The issuance was an unregistered offering relying on the Section 3(a)(9) exemption under the Securities Act.

Positive

  • None.

Negative

  • None.

Filing Explained

The exchange issued 674,923 common shares for preferred stock, reducing existing holders’ percentage ownership absent offsetting changes.

Under Item 3.02, the company reports exchange agreements dated July 27, 2026 and July 29, 2026 and states that the 674,923 common shares were issued, so the transaction is completed rather than merely proposed.

The issued common shares increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes.

The Section 3(a)(9) exemption describes the issuance’s registration route; the filing still states that the Exchange Shares were issued.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Exchange Shares issued 674,923 shares Common stock issued to Streeterville Capital under the exchange agreements
Aggregate stated value exchanged $2,074,000 Stated value of Series B Preferred Stock exchanged for common stock
Stated value per preferred share $1,000 per share Stated value of each share of Series B Preferred Stock
Preferred shares exchanged on July 27, 2026 1,919 shares Series B Preferred Stock exchanged under the first agreement date
Preferred shares exchanged on July 29, 2026 155 shares Series B Preferred Stock exchanged under the second agreement date
First exchange agreement date July 27, 2026 Date of initial exchange agreement with Streeterville Capital
Second exchange agreement date July 29, 2026 Date of second exchange agreement with Streeterville Capital
Unregistered Sales of Equity Securities regulatory
"Item 3.02. Unregistered Sales of Equity Securities."
Exchange Agreements financial
"entered into exchange agreements (the “Exchange Agreements”) with Streeterville Capital"
Series B Preferred Stock financial
"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 market
"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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What transaction did Edible Garden (EDBL) complete with Streeterville Capital?
Edible Garden completed an equity-for-equity exchange with Streeterville Capital, swapping Series B Preferred Stock for common shares. The agreements on July 27 and 29, 2026, converted preferred shares into 674,923 common shares based on the Nasdaq Minimum Price calculation.

How many Edible Garden (EDBL) common shares were issued in the exchange?
Edible Garden issued 674,923 shares of common stock to Streeterville Capital in the exchange. This total resulted from converting the stated value of the exchanged Series B Preferred Stock into common shares using the Nasdaq Minimum Price of the stock.

What was the stated value of the Edible Garden (EDBL) Series B Preferred Stock exchanged?
The exchanged Series B Preferred Stock had an aggregate stated value of $2,074,000. Each preferred share carried a stated value of $1,000, and this total value was used to determine the number of common shares issued in the exchange.

On which dates did Edible Garden (EDBL) enter the exchange agreements?
Edible Garden entered the exchange agreements with Streeterville Capital on July 27, 2026 and July 29, 2026. Different blocks of Series B Preferred Stock were exchanged on each date, together yielding 674,923 common shares.

How was the number of Edible Garden (EDBL) Exchange Shares calculated?
The number of Exchange Shares was calculated by dividing the $2,074,000 stated value of the Series B Preferred Stock by the Nasdaq Minimum Price of Edible Garden’s common stock on the trading day immediately preceding each exchange agreement.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________

 

FORM 8-K

___________________________

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 27, 2026

___________________________

 

EDIBLE GARDEN AG INCORPORATED

(Exact name of registrant as specified in its charter)

___________________________

 

Delaware

 

001-41371

 

85-0558704

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

283 County Road 519, Belvidere, New Jersey

 

07823

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (908) 750-3953

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

EDBL

The Nasdaq Stock Market LLC

Warrants to purchase Common Stock

EDBLW

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 3.02. Unregistered Sales of Equity Securities.

 

On July 27, 2026 and July 29, 2026, Edible Garden AG Incorporated (the “Company”) entered into exchange agreements (the “Exchange Agreements”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”) pursuant to which the Company agreed to exchange 1,919 and 155 shares, respectively, of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), for a total of 674,923 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”). The Preferred Stock had an aggregate stated value of $2,074,000 (the “Stated Value”), or $1,000 per share. The number of Exchange Shares issued under the Exchange Agreements was determined by dividing the Stated Value by the Nasdaq Minimum Price of the Company’s common stock as reported on the Nasdaq Capital Market on the day immediately preceding the date of the Exchange Agreements. The issuance of the Exchange Shares pursuant to the Exchange Agreements was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and was conducted pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

EDIBLE GARDEN AG INCORPORATED

    

Date: July 31, 2026

/s/ James E. Kras

 

Name:

James E. Kras

 
 

Title:

President and Chief Executive Officer

 

 

 
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Source: View Original Filing on SEC EDGAR

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