Item 3.02. Unregistered Sales of Equity Securities. On July 8, 2026 and July 9, 2026, Edible Garden AG Incorporated (the “Company”) entered into exchange agreements (the “Exchange Agreements”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”) pursuant to which the Company agreed to exchange 939 and 195 shares, respectively, of the Company’s Series B Preferred Stoc…
Edible Garden AG Incorporated is a leader in controlled environment agriculture (CEA), delivering organic, better-for-you, sustainable produce and products through its Zero-Waste Inspired® next-generation farming model. Available in over 6,000 retail locations across the United States, Caribbean, and South America, Edible Garden is at the forefront of the CEA and sustainability technology movement, distinguished by its advanced safety-in-farming protocols, sustainable packaging, patented GreenThumb software, and innovative Self-Watering in-store displays. The Company operates state-of-the-art, vertically integrated greenhouses and processing facilities, including Edible Garden Heartland in Grand Rapids, Michigan; Edible Garden Prairie Hills in Webster City, Iowa; and its headquarters at Edible Garden Belvidere in New Jersey. It also partners with a network of contract growers strategically located near major U.S. markets to ensure freshness and reduce environmental impact. The Company is also expanding its Prairie Hills facility in Webster City, Iowa, into a dedicated ready-to-drink (RTD) clean nutrition manufacturing hub, supporting its Farm-to-Formula® strategy and its transformation into higher-margin, shelf-stable nutrition categories.
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Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities.
On July 8, 2026 and July 9, 2026, Edible Garden AG Incorporated (the “Company”) entered into exchange agreements (the “Exchange Agreements”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”) pursuant to which the Company agreed to exchange 939 and 195 shares, respectively, of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), for a total of 8,203,075 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”). The Preferred Stock had an aggregate stated value of $1,134,000 (the “Stated Value”), or $1,000 per share. For 432 shares of the Preferred Stock exchanged on July 8, 2026 and all of the shares of Preferred Stock exchanged on July 9, 2026, the number of Exchange Shares issued under the Exchange Agreements was determined by dividing the Stated Value attributable to the shares of Preferred Stock by $0.13. For the remaining 507 shares of Preferred Stock, the number of Exchange Shares issued under the Exchange Agreements was determined by dividing the Stated Value of the remaining shares of Preferred Stock by $0.15. The issuance of the Exchange Shares pursuant to the Exchange Agreements were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were conducted pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.