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

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 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.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Exchange common shares: 670,199 shares Aggregate stated value: $1,184,000 Series B stated value per share: $1,000 per share +3 more

6 metrics

Exchange common shares 670,199 shares Total common stock issued as Exchange Shares to Streeterville

Aggregate stated value $1,184,000 Total stated value of Series B Preferred Stock exchanged

Series B stated value per share $1,000 per share Stated value of each Series B Preferred Stock share

Preferred shares exchanged Mar 19, 2026 55 shares Series B Preferred Stock exchanged on March 19, 2026

Preferred shares exchanged Mar 24, 2026 1,054 shares Series B Preferred Stock exchanged on March 24, 2026

Preferred shares exchanged Mar 26, 2026 75 shares Series B Preferred Stock exchanged on March 26, 2026

Key Terms

Exchange Agreements, Series B Preferred Stock, Nasdaq Minimum Price, Section 3(a)(9)

4 terms

Exchange Agreements financial

"entered into exchange agreements (the “Exchange Agreements”) with Streeterville Capital"

Series B Preferred Stock financial

"shares of the Company’s Series B Preferred Stock, par value $0.0001 per share"

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"

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.

Understanding 8-K Material Events →

03/30/2026 - 05:32 PM

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 24, 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 19, 2026, March 24, 2026 and March 26, 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 55, 1,054, and 75 shares, respectively, of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), for a total of 670,199 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”). The Preferred Stock had an aggregate stated value of $1,184,000 (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.

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 30, 2026	By:	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Edible Garden (EDBL) disclose in this Form 8-K?

Edible Garden disclosed it entered exchange agreements with Streeterville Capital to swap Series B Preferred Stock for 670,199 common shares. These exchanges occurred on March 19, 24, and 26, 2026 and relied on a Securities Act registration exemption.

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

The company issued a total of 670,199 common shares as “Exchange Shares.” This stock was issued in return for Series B Preferred Stock, with the number of shares based on the preferred’s stated value and the Nasdaq Minimum Price before each agreement.

What was the value of the Edible Garden (EDBL) Series B Preferred Stock exchanged?

The exchanged Series B Preferred Stock had an aggregate stated value of $1,184,000. Each preferred share carried a $1,000 stated value, and 1,184 preferred shares were exchanged across three agreements with Streeterville Capital.

How was the exchange ratio determined for Edible Garden (EDBL) shares?

The number of common shares issued was calculated by dividing the $1,184,000 aggregate stated value by the Nasdaq Minimum Price. That price was taken from the company’s common stock on the Nasdaq Capital Market on the trading day immediately before each exchange agreement.

Were the new Edible Garden (EDBL) shares registered with the SEC?

No, the common shares issued in the exchange were not registered under the Securities Act of 1933. Edible Garden relied on the Section 3(a)(9) exemption, which allows certain exchanges of securities without a registration statement.

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

The counterparty was Streeterville Capital, LLC, a Utah limited liability company. Edible Garden entered three separate exchange agreements with Streeterville, each covering a specific number of Series B Preferred shares for common stock.

Filing Exhibits & Attachments

5 documents