Edible Garden AG Inc 8-K

What Happened
Edible Garden AG Inc. (EDBL) filed an 8-K reporting that it entered into exchange agreements with Streeterville Capital, LLC on Dec 11, 2025; Dec 17, 2025; Jan 30, 2026; and Feb 3, 2026 to convert Series B Preferred Stock into common stock. The Company exchanged 25, 150, 125, and 90 shares of its Series B Preferred (aggregate stated value $390,000; $1,000 per preferred share) for a total of 59,114 common shares. The number of common shares issued was calculated by dividing the stated value by the Nasdaq Minimum Price on the trading day before each agreement. The share figures reflect a 1-for-10 reverse stock split of the common stock effective Feb 3, 2026. The issuances were not registered and were made under the Section 3(a)(9) exemption to the Securities Act.

Key Details

• Counterparty: Streeterville Capital, LLC (Utah limited liability company).
• Dates of exchange agreements: Dec 11, 2025; Dec 17, 2025; Jan 30, 2026; Feb 3, 2026.
• Securities exchanged: 25, 150, 125, and 90 shares of Series B Preferred (total stated value $390,000) for 59,114 common shares.
• Regulatory treatment: Issued without registration pursuant to Section 3(a)(9) of the Securities Act; share counts reflect a 1-for-10 reverse split effective Feb 3, 2026.

Why It Matters
This transaction converts preferred stock obligations into common shares, reducing the Company’s preferred stake while increasing the number of common shares outstanding (dilution to existing common shareholders). Because the exchange used the Nasdaq Minimum Price to set the conversion, the exact common-share amounts depended on market pricing on the days before each agreement. The use of Section 3(a)(9) means the shares were issued without a registration statement, as allowed for exchanges of existing securities. Investors should note the change in capitalization and monitor any further filings for updated shares outstanding and potential impacts on voting power and per-share metrics.