Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

On July 27, 2026 and July 29, 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 1,919 and 155 shares, respectively, of the Company's Series B Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), for a total of 674,923 shares of the Company's common stock, par value $0.0001 per share ("Exchange Shares"). The Preferred Stock had an aggregate stated value of $2,074,000 (the "Stated Value"), or $1,000 per share. The number of Exchange Shares issued under the Exchange Agreements was determined by dividing the Stated Value by the Nasdaq Minimum Price of the Company's common stock as reported on the Nasdaq Capital Market on the day immediately preceding the date of the Exchange Agreements. The issuance of the Exchange Shares pursuant to the Exchange Agreements was not registered under the Securities Act of 1933, as amended (the "Securities Act"), and was conducted pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.