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): May 1527, 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 3.0201. ~~Unregistered~~Notice ~~Sales~~ of ~~Equity~~Delisting ~~Securities~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 1527, 2026, Edible Garden AG Incorporated (the “Company”) ~~entered~~received ~~into exchange agreements (the “Exchange Agreements”) with Streeterville Capital, LLC,~~ a ~~Utah~~letter ~~limited~~from ~~liability company (“Streeterville”) pursuant to which~~ the ~~Company~~Listing ~~agreed~~Qualifications toDepartment ~~exchange 1,222 shares, of the Company’s Series B Preferred Stock, par value $0.0001 per share~~ (the “~~Preferred Stock~~Staff”), ~~for a total~~ of ~~3,253,455 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”).~~ The ~~Preferred~~Nasdaq Stock ~~had~~Market anLLC ~~aggregate stated value of $1,222,000~~ (~~the~~ “~~Stated Value~~Nasdaq”), orindicating $1that,~~000~~ ~~per~~based ~~share.~~upon ~~The number of Exchange Shares issued under~~ the ~~Exchange~~closing ~~Agreements~~bid ~~was~~price ~~determined by dividing the Stated Value by the Nasdaq Minimum Price~~ of the Company’s common stock asfor ~~reported~~at onleast ~~the~~30 ~~Nasdaq~~consecutive ~~Capital~~business ~~Market~~days, on the ~~day~~Company ~~immediately~~no ~~preceding~~longer ~~the~~meets ~~date~~Nasdaq ~~the~~Listing ~~Exchange~~Rule ~~Agreements~~5550(a)(2), ~~were~~which ~~entered~~requires ~~into.~~listed ~~The~~companies ~~issuance of the Exchange Shares pursuant~~ to ~~the~~maintain ~~Exchange~~a ~~Agreements~~minimum ~~were~~bid ~~not~~price ~~registered~~of ~~under~~at ~~the~~least ~~Securities~~$1 ~~Act~~per ofshare ~~1933, as amended~~ (the “~~Securities~~Bid ~~Act~~Price Rule”)~~, and were conducted pursuant to the exemption provided in Section 3(a)(9) under the Securities Act~~.

2Under Nasdaq Listing Rule 5810(c)(3)(A)(iv), because the Company has effected a reverse stock split over the prior one-year period or has effected one or more reverse stock splits in the last two years with a cumulative ratio greater than 250 shares to 1, the Company is not eligible for any compliance period to regain compliance with the Bid Price Rule. The Company’s securities will be suspended from trading on Nasdaq at the opening of business on June 5, 2026 unless the Company timely appeals the Staff determination by requesting a hearing before a Nasdaq Hearings Panel (the “Panel”).

~~SIGNATURES~~The Company has until June 3, 2026 to request a hearing before the Panel. The Company intends to timely request a hearing before the Panel. The hearing request will automatically stay the suspension of the Company’s securities from trading on Nasdaq until further action from the Panel. While the appeal is pending, the Company’s common stock and warrants will continue to trade on the Nasdaq under the symbols “EDBL” and “EDBLW,” respectively. There can be no assurance that the Panel will grant the Company additional time to regain compliance with Nasdaq’s listing standards or that the Company could ultimately meet all applicable criteria for continued listing on Nasdaq.

~~Pursuant~~Forward-Looking ~~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.~~Statements

	EDIBLE GARDEN AG INCORPORATED
Date: May 21, 2026	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “intend,” “could,” and “will,” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to regain compliance with the Nasdaq Listing Rules and maintain the listing of its securities on Nasdaq. All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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: May 29, 2026	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

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