Edible Garden exchanges $962k of debt for Series A Preferred Stock to boost equity for Nasdaq compliance

Edible Garden AG Inc

Converted $820k principal and ~$142k accrued interest/prepayment premium of a secured note held by Evergreen Capital for 1,526,183 shares of Series A Convertible Preferred Stock.
Remaining note principal unchanged at ~$1.02M; terms of note otherwise unaffected.
Preferred Stock carries 7% cumulative dividend (rising to 24% on trigger events), convertible at $0.63/share with anti-dilution floor of $0.5936.
Mandatory monthly conversion/redemption of 198,413 Preferred shares starting Nov 15, 2022; full redemption required if Company raises ≥$4M in equity/debt.
Transaction increases stockholders' equity to aid regaining compliance with Nasdaq's minimum equity requirement.

item 1.01 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Edible Garden AG Inc entered into Exchange Agreement with Evergreen Capital Management LLC valued at approximately $962,000 (effective 2022-10-26).

Action: entry
Counterparty: Evergreen Capital Management LLC
Value: approximately $962,000
Effective: 2022-10-26

Exact text from the filing

On October 26, 2022, Edible Garden AG Incorporated (the “Company”), entered into an exchange agreement (the “Exchange Agreement”) with Evergreen Capital Management LLC (“Evergreen”), pursuant to which a portion of the principal and accrued interest of the Amended and Restated Consolidated Senior Secured Promissory Note dated as of June 30, 2022 (the “Note”) held by Evergreen was converted into shares of a newly created series of preferred stock of the Company, the Series A Convertible Preferred Stock, par value $0.0001 per share (“Preferred Stock”).

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Edible Garden AG Inc filing history →

Source: SEC EDGAR

accession 0001477932-22-008027

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