Edible Garden AG Incorporated filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2026

Registrant’s Telephone Number, Including Area Code: (908) 750-3953

n/a 

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On June 12, 2026, Edible Garden AG Incorporated (the “Company”) entered into a Notes Purchase Agreement (the “Note Purchase Agreement”) with Streeterville Capital, LLC (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor (i) a Promissory Note A‑1 in the original principal amount of $2,170,000 (the “A‑1 Note”) and (ii) a Secured Promissory Note B in the original principal amount of $10,000,000 (the “B Note” and, together with the A‑1 Note, the “Notes”), for an aggregate purchase price of $12,000,000 (the “Transactions”).

The A‑1 Note was issued with an original issue discount of $160,000 and bears interest at a rate of 8% per annum, while the B Note bears interest at a rate of 5% per annum, in each case subject to the terms and conditions set forth therein. The Notes have a maturity date of eighteen (18) months from the applicable purchase price date.

The Company’s obligations under the Notes are secured by, among other things, (i) a first‑priority security interest in a deposit account established pursuant to a deposit account control agreement, (ii) a pledge of the equity interests of EDBL Holdings, LLC pursuant to a pledge agreement, and (iii) a guaranty of the Company’s obligations by certain of its subsidiaries, including EDBL Holdings, LLC, 2900 Madison Ave Holdings, LLC, and Edible Garden Corp., pursuant to a Guaranty.

Beginning on the six (6) month anniversary of the applicable purchase price date, the Investor has the right, subject to the terms of the A‑1 Note and the B Note, to require the Company to redeem portions of the outstanding balance of the Notes from time to time in cash upon delivery of a redemption notice, including both monthly redemption rights and additional limited redemption rights upon the occurrence of certain trading conditions. The Notes also contain customary events of default and other customary provisions, including the right of the Investor to accelerate amounts due and payable upon the occurrence of an event of default.

The Note Purchase Agreement also contains various representations, warranties and covenants of the Company, including, among others, covenants regarding SEC reporting, restrictions on certain additional indebtedness and issuances of securities, and limitations on the incurrence of liens and other encumbrances, in each case subject to certain exceptions and qualifications set forth therein.

The foregoing descriptions of the Note Purchase Agreement, the A‑1 Note, the B Note and the Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and instruments. Copies of the Note Purchase Agreement and the forms of A‑1 Note, B Note and Guaranty are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8‑K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

# Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K as the Company has determined they (1) are not material and (2) are the type that the Company treats as private or confidential. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

* Schedules or exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.