Edible Garden AG Inc 8-K

What Happened
Edible Garden AG Inc. (EDBL) filed an 8-K disclosing that it entered into three exchange agreements on March 19, 2026, March 24, 2026 and March 26, 2026 with Streeterville Capital, LLC. The Company exchanged a total of 55, 1,054 and 75 shares of its Series B Preferred Stock (aggregate stated value $1,184,000; $1,000 per preferred share) for a combined 670,199 shares of common stock. The number of common shares issued in each exchange was determined by dividing the preferred shares’ stated value by the Nasdaq Minimum Price for EDBL common stock on the trading day immediately preceding each agreement. The issuance was not registered under the Securities Act and was made pursuant to the Section 3(a)(9) exemption.

Key Details

• Counterparty: Streeterville Capital, LLC (Utah LLC).
• Dates of Exchange Agreements: March 19, 2026; March 24, 2026; March 26, 2026.
• Securities exchanged: 1,184 preferred share stated value across 3 transactions (55, 1,054, 75 preferred shares) for 670,199 common shares.
• Legal treatment: Issuances were unregistered and relied on Section 3(a)(9) of the Securities Act.
• Valuation method: Exchange share counts based on Stated Value divided by the Nasdaq Minimum Price on the day before each agreement.

Why It Matters
This action increases Edible Garden’s outstanding common shares by 670,199, which changes the company’s share count and can dilute existing shareholders’ percentage ownership. The use of Section 3(a)(9) means the exchanges were completed without a registered resale offering. Investors should note the counterparty (Streeterville Capital) and the price-determination method tied to the Nasdaq Minimum Price when assessing ownership and potential voting or liquidity impacts.