Business Context and Reporting Period
Company: Edible Garden AG Inc.
Filing Type: Form 8-K (Current Report)
Report Date: March 4, 2026 (Earliest event reported)
Significant Event: Unregistered sales of equity securities via exchange agreements.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It details a specific capital transaction:
- Transaction Type: Exchange of Series B Preferred Stock for Common Stock.
- Counterparty: Streeterville Capital, LLC.
- Preferred Stock Exchanged: 480 shares (90, 192, 65, and 133 shares across four dates).
- Aggregate Stated Value: $480,000 ($1,000 per share).
- Common Stock Issued: 175,165 shares.
- Pricing Mechanism: Based on the Nasdaq Minimum Price of common stock on the day preceding each agreement.
Material Changes
The filing reports a change in the company's capital structure through the conversion of preferred equity to common equity. No financial performance changes (e.g., revenue or earnings) are disclosed in this document.
Guidance, Outlook, and Risks
Regulatory Exemption: The issuance of the 175,165 common shares was not registered under the Securities Act of 1933. The transaction was conducted pursuant to the exemption provided in Section 3(a)(9) of the Securities Act.
Management Commentary: The filing contains no forward-looking guidance, outlook, or management discussion beyond the factual description of the exchange agreements.
Risks: No specific risks or contingencies are detailed in this report.
Investor Verification Checklist
- Verify the impact of the 175,165 new common shares on total outstanding share count and potential dilution.
- Confirm the Nasdaq Minimum Price used for valuation on the specific dates preceding the exchange agreements (Feb 9, Mar 4, Mar 9, and Mar 10, 2026).
- Review the remaining balance of Series B Preferred Stock to assess future conversion obligations.
- Check subsequent filings for any registration statements required if the Section 3(a)(9) exemption conditions are challenged.