Edible Garden AG Incorporated Warrant 8-K Filings

Edible Garden AG Inc (EDBL) reported that on August 21, 2026 it entered into a non-binding memorandum of understanding with Square Roots Urban Growers, Inc. for a proposed collaboration on premium, clean-label functional ready-to-drink (RTD) beverages. The partners plan to co-develop RTD products using nutrient-dense crops optimized for naturally occurring bioactive compounds targeting cognitive health, metabolic wellness, healthy aging, inflammation management, GLP-1 support, and performance nutrition.

The program is expected to proceed in three phases, with Square Roots leading early partner discovery and crop selection/bioactive optimization, and Edible Garden leading formulation and commercial manufacturing at its RTD beverage facility. Square Roots is expected to cultivate specialty high-nutrient ingredients, direct market research, and coordinate third-party lab testing to support marketing claims. Edible Garden is expected to supply bulk greens, oversee drink formulation via a flavor formulator, and produce the final products, supporting its Farm-to-Formula strategy and expansion into higher-margin, shelf-stable nutrition categories.

Edible Garden AG Incorporated announced a finance leadership transition. On August 11, 2026, Kostas Dafoulas resigned as Interim Chief Financial Officer, effective August 14, 2026, and will continue to provide transition and advisory services under an Advisory Engagement Agreement dated August 11, 2026.

On August 14, 2026, the company appointed Jonathan Gutoski, age 42, as Chief Financial Officer, effective August 17, 2026. He will oversee financial strategy, accounting, reporting, treasury and internal controls, working with the executive team and Board. Gutoski has served as the company’s Controller since June 2026 and previously held finance leadership roles at NowCFO, Design House Corp., Merck KGaA, LaBudde Group, Kerry Foods and PricewaterhouseCoopers, and has nonprofit finance experience.

In his new role, Gutoski will receive a base salary of $220,000, a $10,000 signing bonus, and is eligible for a discretionary annual bonus of up to 25% of base salary, prorated for 2026. The company states there are no special arrangements, family relationships or related-party transactions connected to his appointment.

Edible Garden AG reported second-quarter 2026 revenue of $3.6 million, up 12.8% from a year earlier, with total sales up 31.2%, driven mainly by a 50.5% increase in cut herb revenue. Potted herb sales grew 11.3%, International Vitamin sales rose 50.0%, and condiment sales surged 594.7% on new retail placements.

Gross profit held at $0.6 million, while selling, general and administrative expenses fell 21.5% to $3.1 million, helping narrow the quarterly net loss to $3.3 million from $4.0 million. For the first half of 2026, revenue reached $6.9 million with a net loss of $6.9 million. The company advanced its Farm-to-Formula RTD strategy through successful Tetra Pak prototype production and continued development of the Prairie Hills facility, which is expected to support more than 100 million shelf-stable beverage units annually for both branded and private-label customers.

Edible Garden AG Incorporated entered into an Equity Distribution Agreement with Maxim Group LLC to conduct an at-the-market offering of up to $7,195,548 of its common stock. Shares may be sold from time to time through Maxim at prevailing market prices under the company’s Form S-3 shelf registration statement that became effective on August 7, 2026.

The program may continue until the earliest of August 11, 2027, the sale of all registered shares under the related prospectus supplement, or termination by either party. Maxim will receive a 3.0% commission on gross proceeds from share sales, and Edible Garden will reimburse up to $30,000 of the Agent’s initial legal fees, plus certain ongoing counsel fees.

Edible Garden AG Incorporated entered into exchange agreements on August 3, 2026 with Streeterville Capital, LLC, under which it agreed to exchange 1,252 shares of Series B Preferred Stock for 537,335 shares of common stock. The Series B Preferred Stock carried an aggregate stated value of $1,252,000, or $1,000 per share.

The number of common shares issued was calculated by dividing this stated value by the Nasdaq Minimum Price of Edible Garden’s common stock on the trading day immediately before the agreements. The common shares were issued as unregistered securities in reliance on the Section 3(a)(9) exemption under the Securities Act of 1933.

Edible Garden AG Incorporated entered into an expanded multi-year supply agreement with a major Midwest big-box retailer, extending their relationship through December 31, 2028. The deal significantly broadens the retailer’s private label fresh herb program across its Midwest footprint, covering more than 20 fresh herbs and specialty products.

The agreement supports Edible Garden’s strategy of deepening partnerships with key retailers and expanding both its branded and private label businesses. It leverages the company’s controlled environment agriculture network, Midwest facilities in Grand Rapids, Michigan, and Webster City, Iowa, its Farm-to-Formula® initiative, and its GreenThumb 2.0™ data-driven growing platform to provide year-round, sustainably grown products.

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.

Edible Garden AG Incorporated received a favorable decision from a Nasdaq Hearings Panel granting continued listing on The Nasdaq Stock Market, subject to demonstrating compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of at least $1.00 per share on or before August 15, 2026. The Panel will retain jurisdiction over the listing through November 23, 2026, with ongoing oversight and additional conditions.

To support compliance, the Company effected a 1-for-45 reverse stock split of its common stock, effective July 13, 2026, after which the closing bid price has remained at or above $1.00 per share, pending formal confirmation of compliance. Management highlighted continued focus on expanding the Webster City, Iowa ready-to-drink manufacturing hub and executing its Farm-to-Formula® strategy in higher-margin nutrition categories.

Edible Garden AG Incorporated entered into exchange agreements with Streeterville Capital, LLC on July 8, 2026 and July 9, 2026 to swap shares of its Series B Preferred Stock for common stock. The company exchanged a total of 1,134 shares of Series B Preferred Stock, with an aggregate stated value of $1,134,000, for 8,203,075 shares of common stock. For 432 preferred shares on July 8 and all preferred shares on July 9, the exchange ratio was based on a price of $0.13 per common share; for the remaining 507 preferred shares, the ratio used $0.15 per common share. The common shares were issued in an unregistered transaction relying on the Section 3(a)(9) exemption under the Securities Act.

Edible Garden AG Incorporated approved a 1-for-45 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on July 13, 2026. After the split, every 45 existing shares will be combined into one share, while the total number of authorized common shares and the $0.0001 par value will stay the same.

The company’s common stock will continue trading on Nasdaq under the symbol “EDBL” on a post-split basis starting July 13, 2026, and its publicly traded warrants will keep the symbol “EDBLW”. Fractional shares will not be issued; any fractional position will be rounded up to the nearest whole share. The company will make proportional adjustments to warrant exercise prices and share amounts, as well as shares reserved and outstanding under its equity incentive plan, without changing voting rights or other terms of the common stock.

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.

Edible Garden AG Incorporated reconvened and then adjourned its 2026 annual meeting of stockholders held on June 25, 2026. The meeting will reconvene virtually on June 30, 2026 at 10:00 a.m. Eastern Time at the same web address described in the company’s definitive proxy statement.

The record date of May 6, 2026 remains unchanged, so only shareholders of record on that date are entitled to vote when the meeting reconvenes. The polls will stay open for voting during the adjournment period, and there are no changes to the proposals submitted for shareholder consideration.

Edible Garden AG Incorporated entered into a Notes Purchase Agreement with Streeterville Capital, LLC, under which it will issue two promissory notes for an aggregate purchase price of 12,000,000. The A‑1 Note has an original principal amount of 2,170,000 with a 160,000 original issue discount and bears 8% annual interest. The B Note has an original principal amount of 10,000,000 and bears 5% annual interest. Both notes mature eighteen months from their purchase price date and are secured by a first‑priority security interest in a deposit account, a pledge of EDBL Holdings, LLC equity interests, and guarantees from several subsidiaries. Beginning six months after the purchase price date, the investor may require cash redemptions of portions of the notes, and the agreements include customary default provisions and covenants restricting additional debt, new liens, and certain securities issuances.

Edible Garden AG Incorporated reported that it entered into exchange agreements with Streeterville Capital, LLC on May 21 and June 8, 2026. The company exchanged a total of 199 shares of Series B Preferred Stock, with an aggregate stated value of $199,000, for 865,903 shares of common stock.

The stated value of the preferred stock was $1,000 per share, and the common share amount was calculated by dividing this stated value by the Nasdaq Minimum Price of the company’s common stock on the trading day before each agreement. The exchanges were unregistered issuances conducted under the Section 3(a)(9) exemption of the Securities Act.

Edible Garden AG Incorporated reported that Nasdaq notified the company it no longer meets the $1.00 per share minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) after at least 30 consecutive business days below that level. Because the company has completed significant reverse stock splits in the past two years, it is not eligible for an automatic compliance period. Unless it appeals, trading of its securities on Nasdaq will be suspended at the opening of business on June 5, 2026. The company plans to request a hearing before a Nasdaq Hearings Panel by June 3, 2026, which will stay the suspension while the appeal is pending, but there is no assurance Nasdaq will grant additional time or that the company will regain compliance.

Edible Garden AG Incorporated entered into exchange agreements with Streeterville Capital to convert preferred stock into common shares. The company exchanged 1,222 shares of Series B Preferred Stock, with an aggregate stated value of $1,222,000, for 3,253,455 shares of common stock. The exchange shares were issued based on the Nasdaq Minimum Price of the common stock on the day before the agreements were signed and were issued as unregistered securities under the Section 3(a)(9) exemption of the Securities Act.

Edible Garden AG reported strong top-line growth but wider operating losses for the three months ended March 31, 2026. Revenue rose 22.9% to about $3.3 million from $2.7 million, driven by roughly 46% growth in cut herb sales and expansion across vitamins, supplements, condiments, and international markets.

Total operating expenses increased to about $10.0 million from $5.6 million, mainly from higher cost of goods sold due to a sales mix shift toward third‑party sourced cut herbs and a sharp rise in depreciation tied to the company’s pivot into ready‑to‑drink (RTD) clean nutrition manufacturing. The company recorded an income tax benefit of roughly $3.4 million from selling New Jersey state tax benefits, which helped limit the net loss to about $3.7 million, compared with a $3.3 million loss a year earlier.

Management highlighted continued retail expansion to more than 6,000 locations and progress integrating Tetra Pak processing for shelf‑stable RTD products, positioning the business as a broader clean‑label nutrition platform despite current losses.

Edible Garden AG Incorporated reported an unregistered exchange of preferred stock into common shares. On April 21, 2026, the company entered into exchange agreements with Streeterville Capital, LLC to swap 3,301 shares of Series B Preferred Stock for 3,587,478 shares of common stock.

The Series B Preferred Stock had an aggregate stated value of $3,301,000, or $1,000 per share. The number of common shares issued was calculated by dividing this stated value by the Nasdaq Minimum Price of the company’s common stock on the trading day immediately before the agreements. The exchange was conducted under the Section 3(a)(9) exemption and the shares were not registered under the Securities Act of 1933.

Edible Garden AG Incorporated reported that it entered into exchange agreements with Streeterville Capital, LLC on March 26, 2026 and April 15, 2026. The Company exchanged 135 shares of its Series B Preferred Stock, with an aggregate stated value of $135,000, for a total of 128,119 shares of common stock. The number of common shares issued was calculated by dividing the stated value by the Nasdaq Minimum Price of the Company’s common stock on the trading day before each agreement date. These common shares were issued as unregistered securities under Section 3(a)(9) of the Securities Act.

Edible Garden reported 2025 results showing weaker profitability while accelerating a shift into higher-margin, shelf-stable and ready-to-drink (RTD) nutrition products. Full-year revenue was approximately $12.8 million, down from $13.9 million in 2024, as the company exited lower-margin produce lines.

Full-year gross profit declined to about $(0.2) million from $2.3 million, with gross margin falling to (1.6)% from 16.7%, largely due to elevated fourth-quarter procurement and logistics costs. Selling, general and administrative expenses rose to roughly $15.6 million from $11.6 million, reflecting investments in personnel, infrastructure, and acquisitions.

Operationally, cut herbs unit sales grew about 22.9% year-over-year and vitamin and supplement unit sales rose roughly 47.7%, including approximately 78.6% growth in international vitamin and supplement revenue. The company expanded to nearly 6,000 store locations and is developing an RTD manufacturing hub in the Midwest, supported by planned Tetra Pak processing integration.

Edible Garden AG Incorporated entered into exchange agreements with Streeterville Capital on March 19, 24, and 26, 2026. The company exchanged 55, 1,054, and 75 shares of its Series B Preferred Stock, respectively, for a total of 670,199 shares of common stock.

The Series B Preferred Stock had an aggregate stated value of $1,184,000, or $1,000 per share. The number of common shares issued was calculated by dividing this stated value by the Nasdaq Minimum Price of the common stock on the trading day before each agreement date. The exchanges were unregistered transactions relying on the Section 3(a)(9) exemption under the Securities Act.

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.

Edible Garden AG Incorporated reported that it entered into a series of exchange agreements with Streeterville Capital, LLC on February 9, March 4, March 9 and March 10, 2026. Under these agreements, the company exchanged 90, 192, 65 and 133 shares of its Series B Preferred Stock, with an aggregate stated value of $480,000, for a total of 175,165 shares of common stock.

The number of common shares issued was calculated by dividing the stated value of the preferred stock, set at $1,000 per share, by the Nasdaq Minimum Price of the company’s common stock on the trading day immediately before each agreement date. These common shares were issued without registration under the Securities Act, relying on the Section 3(a)(9) exemption for exchanges with an existing security holder.

Edible Garden AG Incorporated entered into a financing deal with Streeterville Capital, LLC by issuing a secured promissory note with a principal amount of $1,625,000. The note includes an original issue discount of $120,000 and $5,000 of reimbursed expenses, giving the company $1,500,000 in cash proceeds.

The note bears 8.0% annual interest and matures 13 months after issuance, with Streeterville able to redeem up to $50,000 per month starting six months after issuance. Edible Garden may prepay the balance at any time and granted Streeterville a right of first refusal to provide up to $5,000,000 of additional unsecured working capital financing.

The obligation is secured by the company’s assets under a Security Agreement, and certain subsidiaries have guaranteed repayment. The agreements contain customary default provisions, including higher interest of up to 18% upon specified events of default and restrictions on fundamental transactions without Streeterville’s prior consent.

Edible Garden AG Incorporated approved a 1-for-10 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on February 3, 2026. The stock will continue trading on Nasdaq under the symbol “EDBL”, and the publicly traded warrants will keep the symbol “EDBLW”.

Every 10 shares of common stock will be automatically combined into one share, while the total number of authorized shares will remain unchanged. No fractional shares will be issued; any fraction will be rounded up to the nearest whole share. The company will adjust warrant exercise prices, shares issuable upon exercise, and equity incentive plan awards proportionately, without changing par value, voting rights, or other common stock terms.

Edible Garden AG Incorporated entered into a new financing arrangement with Avondale Capital, LLC on August 29, 2025. The company issued a secured promissory note with an original principal amount of $1,750,000, receiving net proceeds of $1,395,000 after a $350,000 original issue discount and transaction expenses. Part of these funds will be used to pay the remaining amount owed under a merchant cash advance agreement with Arin Funding LLC.

The company must make weekly payments of $43,750 until the note is repaid and can prepay at any time without penalty. If it repays the note in full by January 16, 2026, the outstanding balance will be reduced by $50,000. No interest is charged unless a default occurs, after which interest increases to the lesser of 22% per year or the legal maximum.

The note is secured by the company’s cash, cash equivalents, accounts receivable and other receivables. The agreement includes trigger events tied to SEC reporting, Nasdaq listing status, additional debt or liens, and payment failures. Trigger events can increase the outstanding balance by up to 20% and may lead to default, after which Avondale can restrict the company from issuing new equity unless the note is repaid. A most-favored-nation clause allows Avondale to claim any more favorable terms granted in future debt deals.

Edible Garden AG Incorporated (EDBLW) filed an 8-K reporting a press release dated August 14, 2025, announcing financial results for the quarter ended March 31, 2025 (Exhibit 99.1). On August 13, 2025 the company and Streeterville Capital, LLC, the sole holder of its Series B Preferred Stock, approved an amended and restated certificate of designation (the "Updated Certificate") that modifies certain terms to enable classification of the Series B Preferred Stock as permanent equity rather than mezzanine equity.

The Updated Certificate removed the requirement for the Company to timely file all reports required by Sections 13 or 15(d) of the Exchange Act and amended the consequences of any default under the certificate. It also clarified that Series B Preferred holders would receive the same form of payment as common stockholders on liquidation. The Updated Certificate was filed with the Delaware Secretary of State on August 13, 2025. The company furnished an Unaudited Pro Forma Balance Sheet (Exhibit 99.2) showing that, had the Updated Certificate been in effect as of June 30, 2025, stockholders' equity would have been approximately $16.6 million, which the company says would satisfy Nasdaq Listing Rule 5550(b)(1).

Edible Garden AG Incorporated amended a prior current report to remove previously furnished pro forma financials after concluding the company misclassified a newly issued series of preferred stock. The unaudited pro forma balance sheet that had been filed as Exhibit 99.2 treated the preferred stock as permanent equity, but the company now says it should have been presented as mezzanine equity on the balance sheet. Because of that reclassification, the company instructs stockholders not to rely on the removed pro forma financials and says it will present an updated balance sheet in its quarterly filing covering the period ended June 30, 2025. The amendment states there are no other changes to the previously filed report and lists related exhibits, including the Certificate of Designation for Series B Preferred Stock and several transaction agreements.