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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): January 30, 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 December 11, 2025, December 17, 2025, January 30, 2026, and February 3, 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 25, 150, 125, and 90 shares, respectively, of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), for a total of 59,114 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”). The Preferred Stock had an aggregate stated value of $390,000 (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 share and per share information presented here reflects the effect of the reverse stock split of the common stock at a ratio of 1-for-10, which became effective February 3, 2026. 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: February 5, 2026	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

Edible Garden AG Inc 8-K