Edible Garden AG Inc 8-K

What Happened Edible Garden AG Inc filed an 8-K (dated March 18, 2026) reporting that on March 12, 2026 it entered into exchange agreements with Streeterville Capital, LLC to exchange 121 shares of the Company’s Series B Preferred Stock (aggregate stated value $121,000) for 50,840 shares of the Company’s common stock. The number of common shares issued was calculated by dividing the preferred stock’s stated value by the Nasdaq Minimum Price of the common stock on the trading day immediately preceding the exchange. 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 limited liability company).
• Preferred exchanged: 121 shares of Series B Preferred Stock; aggregate stated value $121,000 ($1,000 per preferred share).
• Common issued: 50,840 shares of common stock, par value $0.0001 per share.
• Registration/exemption: Issuance unregistered; relied on Section 3(a)(9) of the Securities Act.
• Calculation method: Exchange shares = stated value ÷ Nasdaq Minimum Price on the day before the agreements (March 11, 2026).

Why It Matters This transaction converts a fixed stated-value preferred holding into common shares, increasing the number of outstanding common shares by 50,840 and changing the ownership composition (Streeterville now holds common stock instead of preferred). Because the issuance was exempt from registration under Section 3(a)(9), it was not subject to a public registration process. Investors should note the dollar value involved ($121,000) and that the exact share count was tied to the company’s Nasdaq minimum market price on the day before the exchange.