SEC Comment Letter 0000000000-23-001013 to Edible Garden AG Inc (EDBL)
Edible Garden AG Inc
Date: Jan. 31, 2023 · CIK: 0001809750 · Accession: 0000000000-23-001013
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268800
Letter
United States securities and exchange commission logo January 31, 2023 James E. Kras Chief Executive Officer Edible Garden AG Inc. 283 County Road 519 Belvidere, NJ 07823 Re:Edible Garden AG Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed January 27, 2023 File No. 333-268800 Dear James E. Kras: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our January 13, 2023 letter. Amendment No. 2 to Form S-1 Filed January 27, 2023 Recent Developments Edible Garden Heartland, page 33 1.We note the reference in the last sentence of the first paragraph that the historical audited financial statements and interim unaudited financial statements of the Greenleaf business prior to the acquisition, as well as pro forma financial information showing the effect of the Greenleaf Business at certain dates, will be included in this prospectus. Please revise to remove this reference since you removed the Greenleaf financial statements and pro forma information after you concluded it was the acquisition of assets and not a business.
FirstName LastNameJames E. Kras Comapany NameEdible Garden AG Inc. January 31, 2023 Page 2 FirstName LastName James E. Kras Edible Garden AG Inc. January 31, 2023 Page 2 You may contact Jeanne Bennett at 202-551-3606 or Brian Cascio at 202-551-3676 if you have questions regarding comments on the financial statements and related matters. Please contact Jordan Nimitz at 202-551-5831 or Dorrie Yale at 202-551-8776 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Alexander R. McClean, Esq.
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United States securities and exchange commission logo
January 31, 2023
James E. Kras
Chief Executive Officer
Edible Garden AG Inc.
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 27, 2023
File No. 333-268800
Dear James E. Kras:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our January 13, 2023 letter.
Amendment No. 2 to Form S-1 Filed January 27, 2023
Recent Developments
Edible Garden Heartland, page 33
1.We note the reference in the last sentence of the first paragraph that the historical audited
financial statements and interim unaudited financial statements of the Greenleaf business
prior to the acquisition, as well as pro forma financial information showing the effect of
the Greenleaf Business at certain dates, will be included in this prospectus. Please revise
to remove this reference since you removed the Greenleaf financial statements and pro
forma information after you concluded it was the acquisition of assets and not a business.
FirstName LastNameJames E. Kras
Comapany NameEdible Garden AG Inc.
January 31, 2023 Page 2
FirstName LastName
James E. Kras
Edible Garden AG Inc.
January 31, 2023
Page 2
You may contact Jeanne Bennett at 202-551-3606 or Brian Cascio at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jordan Nimitz at 202-551-5831 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Alexander R. McClean, Esq.