Edible Garden AG Inc 8-K

What Happened
Edible Garden AG Inc. (EDBL) filed an 8‑K on July 1, 2026 reporting two items: (1) on June 22 and June 30, 2026 the company entered exchange agreements with Streeterville Capital, LLC to exchange a total of 1,830 shares of Series B Preferred Stock (stated value $1,830,000) for 11,000,786 shares of common stock, and (2) the company held its annual meeting on June 30, 2026 and reported voting results for election of directors, ratification of auditors, approval of a reverse stock split authorization, and an adjournment proposal.

Key Details

• Preferred exchange: 130 preferred shares (June 22) and 1,700 preferred shares (June 30) were exchanged for a combined 11,000,786 common shares. Aggregate stated value of the Preferred Stock = $1,830,000 ($1,000 per preferred share). Exchange share amounts were calculated by dividing the stated value by the Nasdaq Minimum Price on the day before each exchange. Issuance was exempt from registration under Section 3(a)(9) of the Securities Act.
• Annual meeting voting: 5,599,863 shares entitled to vote; 1,924,358 shares present or by proxy.
• Directors elected (each for one-year terms) and vote tallies:
  • James E. Kras: For 1,129,247; Withheld 64,975; Broker non-votes 730,136
  • Pamela DonAroma: For 1,116,766; Withheld 77,456; Broker non-votes 730,136
  • Mathew McConnell: For 1,126,611; Withheld 67,611; Broker non-votes 730,136
  • Michael Naidrich: For 1,129,289; Withheld 64,933; Broker non-votes 730,136
  • Ryan Rogers: For 1,129,290; Withheld 64,932; Broker non-votes 730,136
• Auditor ratification: CBIZ CPAs P.C. approved as independent auditor — For 1,819,027; Against 37,224; Abstain 68,107.
• Reverse split authorization: Shareholders approved amending the charter to permit the board to effect a reverse split between 1‑for‑5 and 1‑for‑250 (not to exceed 1‑for‑250 in the aggregate), effective no later than one year from the meeting — For 1,531,314; Against 361,184; Abstain 31,860.
• Adjournment proposal (to allow further solicitation if needed) approved — For 1,755,098; Against 142,221; Abstain 27,039. Because the Non‑Adjournment Proposals passed, an adjournment was not necessary. Broker non-votes represent shares brokers could not vote on non‑routine matters absent client instructions.

Why It Matters
The company issued a large block of common shares (11,000,786) in exchange for outstanding preferred stock using an exemption from registration; this materially increases the reported common share count on a one‑time basis and is a key disclosure for investors tracking dilution and float. Shareholder approval of a broad reverse split range (1:5 to 1:250) gives the board flexibility to consolidate shares if needed to meet listing or market objectives. Ratification of CBIZ as auditor and election of the five directors are routine governance outcomes. Investors should note the low participation relative to shares outstanding (about 34% of shares entitled to vote were represented) and the presence of substantial broker non‑votes on director elections.