Edible Garden AG Inc 8-K

What Happened
Edible Garden AG Inc. (EDBL) announced that on May 21, 2026 and June 8, 2026 it entered into exchange agreements with Streeterville Capital, LLC to exchange 74 and 125 shares, respectively, of the Company’s Series B Preferred Stock for a total of 865,903 shares of common stock. The Preferred Stock had an aggregate stated value of $199,000 ($1,000 per preferred share). The number of common shares issued was calculated by dividing the stated value by the Nasdaq Minimum Price of EDBL common stock on the trading day immediately prior to each exchange. The Exchange Shares were issued unregistered pursuant to the Section 3(a)(9) exemption under the Securities Act.

Key Details

• Counterparty: Streeterville Capital, LLC (Utah LLC).
• Dates of agreements: May 21, 2026 and June 8, 2026.
• Preferred exchanged: 74 and 125 shares of Series B Preferred Stock (total stated value $199,000; $1,000 per preferred share).
• Common issued: 865,903 shares of common stock (par value $0.0001).
• Regulatory treatment: Issuances were not registered and relied on Section 3(a)(9) exemption.

Why It Matters
This transaction converts outstanding preferred stock into common shares without raising cash, increasing the company’s outstanding common share count by 865,903 and potentially affecting share dilution and voting power. The use of the Section 3(a)(9) exemption means the shares were issued without a Securities Act registration statement. Investors should note the increase in float and monitor any subsequent disclosures about total outstanding shares or related impacts on per‑share metrics.