Edible Garden (NASDAQ: EDBL) exchanges Series B preferred for stock

Rhea-AI Filing Summary

Edible Garden AG Incorporated reported an unregistered equity transaction involving its Series B preferred stock. On March 12, 2026, the company agreed with Streeterville Capital, LLC to exchange 121 shares of Series B Preferred Stock, with an aggregate stated value of $121,000, for 50,840 shares of common stock.

The exchange ratio was calculated by dividing the stated value by the Nasdaq Minimum Price of the company’s common stock on the trading day immediately before the agreements were signed. The common shares were issued under the Securities Act Section 3(a)(9) exemption and were not registered.

Insights

Capital structure analyst

Edible Garden converts a small preferred position into common stock under a registration exemption.

Edible Garden AG Incorporated exchanged 121 Series B preferred shares, with a stated value of $121,000, for 50,840 common shares held by Streeterville Capital, LLC. This is an equity-for-equity swap disclosed as an unregistered sale of securities.

The exchange price was tied to the Nasdaq Minimum Price on the trading day before signing, anchoring the conversion to recent market levels. Because the transaction used the Section 3(a)(9) exemption, the company did not register these shares under the Securities Act, and cash-flow treatment beyond this equity conversion is not detailed in the excerpt.

0001809750false00018097502026-03-122026-03-120001809750elbl:CommonStockSharesMember2026-03-122026-03-120001809750elbl:WarrantsMember2026-03-122026-03-12iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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): March 12, 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 March 12, 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 121 shares, of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), for a total of 50,840 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”). The Preferred Stock had an aggregate stated value of $121,000 (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 the Exchange Agreements were entered into. The issuance of the Exchange Shares pursuant to the Exchange Agreements were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were conducted pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

2

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: March 18, 2026	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

3

FAQ

What did Edible Garden (EDBL) announce in this 8-K filing?

Edible Garden AG Incorporated disclosed an unregistered equity exchange with Streeterville Capital. The company swapped 121 shares of Series B Preferred Stock, with a stated value of $121,000, for 50,840 shares of common stock under a Section 3(a)(9) exemption.

How many Edible Garden (EDBL) common shares were issued in the exchange?

Edible Garden issued 50,840 common shares as part of the exchange. These shares were delivered to Streeterville Capital in return for 121 Series B preferred shares, whose aggregate stated value was $121,000, using the Nasdaq Minimum Price formula described in the agreement.

What securities were exchanged in Edible Garden (EDBL)’s transaction?

The company exchanged 121 shares of its Series B Preferred Stock for 50,840 common shares. The preferred shares carried a stated value of $1,000 each, totaling $121,000, which was divided by the Nasdaq Minimum Price to determine the number of common shares.

Was Edible Garden (EDBL)’s share issuance registered under the Securities Act?

The common shares issued in this exchange were not registered under the Securities Act. Edible Garden relied on the Section 3(a)(9) exemption, which permits exchanges of securities with existing holders without registration when specific conditions are met.

Who is the counterparty in Edible Garden (EDBL)’s preferred-for-common stock exchange?

The counterparty is Streeterville Capital, LLC, a Utah limited liability company. Edible Garden entered into exchange agreements with Streeterville to convert 121 shares of Series B Preferred Stock into 50,840 common shares, based on the Nasdaq Minimum Price calculation.

How was the exchange ratio determined in Edible Garden (EDBL)’s transaction?

The ratio was set by dividing the $121,000 stated value of the Series B preferred shares by the Nasdaq Minimum Price of Edible Garden’s common stock. That price was taken from the Nasdaq Capital Market on the trading day immediately before the agreements were signed.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 5.6 KB