Edible Garden (NASDAQ: EDBL) converts Series B preferred into 865,903 common shares

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

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

Series B Preferred exchanged: 199 shares Aggregate stated value: $199,000 Stated value per preferred share: $1,000 per share +2 more

5 metrics

Series B Preferred exchanged 199 shares 74 shares on May 21, 2026 and 125 shares on June 8, 2026

Aggregate stated value $199,000 Stated value of exchanged Series B Preferred Stock

Stated value per preferred share $1,000 per share Series B Preferred Stock

Common shares issued 865,903 shares Exchange Shares issued to Streeterville Capital

Exchange dates May 21, 2026 and June 8, 2026 Dates of the exchange agreements

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, LLC"

Series B Preferred Stock financial

"74 and 125 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.

Unregistered Sales of Equity Securities regulatory

"Item 3.02. Unregistered Sales of Equity Securities."

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Understanding 8-K Material Events →

06/12/2026 - 05:00 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): June 8, 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 May 21, 2026 and June 8, 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 74 and 125 shares, respectively, of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), for a total of 865,903 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”). The Preferred Stock had an aggregate stated value of $199,000 (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: June 12, 2026	/s/ James E. Kras
	Name: James E. Kras
	Title: President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

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

Edible Garden entered into exchange agreements with Streeterville Capital, swapping 199 shares of Series B Preferred Stock for 865,903 common shares. This converted preferred equity into common stock under an unregistered, exempt transaction.

How many Edible Garden (EDBL) preferred shares were exchanged and with what value?

The company exchanged 74 and 125 shares, totaling 199 shares, of Series B Preferred Stock. These shares had an aggregate stated value of $199,000, reflecting a stated value of $1,000 per preferred share in the transaction.

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

Edible Garden issued 865,903 common shares, called Exchange Shares, to Streeterville Capital. This number was determined by dividing the preferred stock’s stated value by the Nasdaq Minimum Price of EDBL common stock before each agreement date.

Who was the counterparty in Edible Garden’s (EDBL) exchange agreements?

The counterparty was Streeterville Capital, LLC, a Utah limited liability company. Edible Garden agreed with Streeterville to exchange its Series B Preferred Stock for newly issued common shares in two separate agreements in May and June 2026.

Were the new Edible Garden (EDBL) shares registered under the Securities Act?

No, the common shares issued in the exchange were not registered under the Securities Act. The company relied on the exemption provided by Section 3(a)(9), which permits certain exchanges of securities without SEC registration.

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

The number of common shares issued was calculated by dividing the preferred stock’s stated value by the Nasdaq Minimum Price. That minimum price was the EDBL common stock price on Nasdaq the day before each exchange agreement date.

Filing Exhibits & Attachments

5 documents