Edible Garden AG Inc 8-K

What Happened
Edible Garden AG Inc announced on May 15, 2026 that it entered into exchange agreements with Streeterville Capital, LLC to exchange 1,222 shares of the Company’s Series B Preferred Stock (aggregate stated value $1,222,000) for a total of 3,253,455 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 exemption in Section 3(a)(9).

Key Details

• Parties: Edible Garden AG Inc and Streeterville Capital, LLC.
• Preferred stock exchanged: 1,222 shares of Series B Preferred; stated value $1,222,000 ($1,000 per preferred share).
• Common shares issued: 3,253,455 exchange shares of common stock.
• Legal/regulatory: Issuance not registered under the Securities Act; relied on Section 3(a)(9) exemption; exchange date May 15, 2026; share count set using Nasdaq Minimum Price from the prior trading day.

Why It Matters
This transaction converts preferred stock into common stock without a cash payment, increasing the company’s outstanding common shares by 3,253,455. That increase can dilute existing common shareholders’ ownership percentage and may affect per-share metrics. The use of Section 3(a)(9) means the shares were issued through an exempt exchange rather than a registered offering. Retail investors should note the change in capital structure and monitor filings for updated total shares outstanding and any related effects on voting power or per-share financial measures.