UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on September 30, 2026, Edible Garden AG Incorporated (the “Company”) entered into a Real Estate Purchase Contract (the “Purchase Contract”) with Iowa Shrimp Holdings, LLC (the “Seller”), pursuant to which the Company agreed to acquire from the Seller certain real and personal property located in Hamilton County, Iowa, including the real property located in Webster City, Hamilton County, Iowa, together with the buildings, improvements and certain fixtures, equipment, contracts, permits and other property rights associated therewith (collectively, the “Property”). The Property is being developed as the Company’s Prairie Hills ready-to-drink manufacturing facility.
On October 30, 2026, pursuant to the Purchase Contract, the Company completed the acquisition of the Property (the “Closing”). At the Closing, the Seller conveyed the Property to Edible Garden Prairie Hills LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Prairie Hills”). At the direction of the Seller, the Company issued to Streeterville Capital, LLC (“Streeterville”) 1,000 shares of the Company’s Series B Preferred Stock, which the parties assigned an agreed value of $1,000,000, and the Company issued to Streeterville a secured promissory note in the original principal amount of $3,825,000 (the “Note”). The Note matures five years after the date of issuance and bears interest at a rate of 8% per annum, compounded daily. The Company’s obligations under the Note are secured by a real estate mortgage on the Property granted by Prairie Hills in favor of Streeterville (the “Mortgage”). Together with the 1,500 shares of Series B Preferred Stock previously issued by the Company to Streeterville on September 30, 2026, which the parties assigned an agreed value of $1,500,000, the aggregate purchase price for the Property was $6,325,000.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 2.01 of this Current Report on Form 8-K relating to the issuance of the Note is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 2.01 of this Current Report on Form 8-K relating to the issuance of the Closing Preferred Shares is incorporated herein by reference.
At the Closing, pursuant to the Purchase Contract and at the direction of the Seller, the Company issued to Streeterville 1,000 shares of the Company’s Series B Preferred Stock. The parties assigned such shares an aggregate value of $1,000,000, which constituted a portion of the purchase price for the Property. The shares were issued in a private transaction in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid in connection with the issuance.
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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.
| EDIBLE GARDEN AG INCORPORATED | ||
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Date: October 30, 2026 | By: | /s/ James E. Kras | |
| Name: | James E. Kras |
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| Title: | President and Chief Executive Officer |
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