Edible Garden AG Inc. Announces Exchange of Preferred Shares for Common Stock in Unregistered Transaction

Key Developments

• Date of Event: March 12, 2026
• Company: Edible Garden AG Inc. (NASDAQ: EDBL)
• Form: 8-K Current Report
• Key Transaction: Exchange of Series B Preferred Stock for Common Stock
• Nature of Securities: Unregistered sales conducted pursuant to Section 3(a)(9) exemption under the Securities Act of 1933

Details of the Transaction

On March 12, 2026, Edible Garden AG Inc. (“the Company”) entered into exchange agreements with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”). Under the terms of these agreements, the Company has agreed to exchange 121 shares of its Series B Preferred Stock (par value \$0.0001 per share) for a total of 50,840 shares of the Company’s common stock (par value \$0.0001 per share).

The aggregate stated value of the Series B Preferred Stock was \$121,000 (i.e., \$1,000 per share). The number of common shares issued was determined by dividing the aggregate stated value by the Nasdaq Minimum Price of the Company’s common stock as reported on the Nasdaq Capital Market on the day immediately prior to the execution of the exchange agreements.

Importantly, the issuance of these common shares was not registered under the Securities Act of 1933, but was conducted under the exemption provided by Section 3(a)(9).

What Shareholders Need to Know

• This transaction results in the issuance of new common shares, which could cause dilution to existing shareholders. The issuance of 50,840 new shares increases the total share count, potentially diluting the value of existing holdings.
• The transaction involves the conversion of preferred stock into common stock. Preferred stockholders, in this case Streeterville Capital, are effectively exchanging their preferred stake for common equity, which may reflect their view on the company’s prospects or liquidity needs.
• The transaction was priced based on the “Nasdaq Minimum Price” as of the previous day. If the common stock was trading at depressed levels prior to the agreement, this could increase the dilution effect.
• The conversion was not registered with the SEC and was completed under a statutory exemption. While this is a common practice, investors should be aware that such transactions often have less regulatory scrutiny and may be completed more quickly.
• Edible Garden AG Inc. is classified as an “emerging growth company.” This status can affect the company’s reporting obligations and may impact investor perceptions.

Potential Impact on Share Value

The conversion of preferred shares into common shares and the resulting increase in outstanding shares is a significant, potentially price-sensitive event. Shareholders should be aware that:

• The increased float may put downward pressure on the share price due to dilution.
• Streeterville Capital may choose to sell their new common shares, potentially adding to selling pressure in the market.
• Such exchanges can sometimes signal that the company seeks to improve its capital structure or reduce preferred obligations, which could be viewed positively or negatively depending on context.

Additional Company and Security Information

• Business Address: 283 County Road 519, Belvidere, NJ 07823
• Trading Symbols:
  • Common Stock: EDBL (NASDAQ)
  • Warrants: EDBLW (NASDAQ)
• President and CEO: James E. Kras
• SEC File Number: 001-41371
• Fiscal Year End: December 31

Conclusion

This transaction is material and may affect Edible Garden AG Inc.’s share price in the near term. Investors are encouraged to monitor trading volumes and price action, and to consider the implications of increased share count and potential selling by Streeterville Capital.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence or consult a financial advisor before making investment decisions. The author and publisher are not responsible for any actions taken based on this information.

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