Edible Garden AG Exchanges Series B Preferred for 537,335 Common Shares

What Happened Edible Garden AG Incorporated (EDBL) filed an 8-K reporting that on August 3, 2026 it entered into exchange agreements with Streeterville Capital, LLC to exchange 1,252 shares of the Company’s Series B Preferred Stock for 537,335 shares of the Company’s common stock. The Series B Preferred had an aggregate stated value of $1,252,000 ($1,000 per preferred share). The number of common shares issued was determined by dividing that stated value by the Nasdaq Minimum Price for EDBL common stock on the trading day immediately preceding the exchange. The issuance was not registered under the Securities Act and was completed pursuant to the Section 3(a)(9) exemption.

Key Details

• Exchange date: August 3, 2026; 8-K filed August 7, 2026.
• Preferred surrendered: 1,252 shares of Series B Preferred Stock (par $0.0001), aggregate stated value $1,252,000.
• Common issued: 537,335 shares of common stock (par $0.0001).
• Regulatory treatment: Issuance unregistered under the Securities Act; relied on Section 3(a)(9) exemption.
• Counterparty: Streeterville Capital, LLC (Utah limited liability company).

Why It Matters This transaction converts a fixed stated-value preferred holding into common shares, increasing the number of outstanding common shares and thus potentially diluting existing common shareholders. The use of the Nasdaq Minimum Price to set the exchange ratio ties the conversion to recent market pricing rather than a fixed share count. The filing signals a capital-structure change (preferred extinguished for common equity) that investors should note when assessing share count, ownership percentages, and potential voting power.