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December 2, 2022
James E. Kras
Chief Executive Officer
Edible Garden AG Inc.
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Inc.
Draft Registration Statement on Form S-1
Submitted November 25, 2022
CIK 0001809750
Dear James E. Kras:
            We have conducted a limited review of your draft registration statement.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted November 25, 2022
Cover Page
1.Please revise your cover page to disclose the volume of securities you are offering as
required by Item 501(b)(2) of Regulation S-K. In addition, please ensure the legal opinion,
once filed, references the total number of shares being offered rather than a dollar
amount. Refer to Securities Act Rules Compliance and Disclosure Interpretations 227.02.

2.We note your disclosure that your offering of common shares will be at an "assumed
public offering price." Please revise to state the price of the securities to the public and
clarify whether it will be fixed for the duration of the offering. If you are not able to state
a price, explain the method by which the price is to be determined. Refer to Instruction 2
to Item 501(b)(3) of Regulation S-K for guidance.

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Inc.
 December 2, 2022 Page 2
 FirstName LastName
James E. Kras
Edible Garden AG Inc.
December 2, 2022
Page 2
Plan of Distribution, page 72
3.We note that there may be investors who do not enter into a securities purchase agreement
in connection with the purchase of securities in this offering. Please revise to explain why
there may be instances where investors do not enter into such an agreement, and how you
intend to address details of such transactions, such as the number of securities to be
purchased.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time.  Refer to Rules 460 and 461 regarding requests for
acceleration.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.
            You may contact Jordan Nimitz at 202-551-5831 or Abby Adams at 202-551-6902 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Alexander R. McClean, Esq.