SecProbe.io

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 edbl_corresp.htm Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823 June 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Nicholas O’Leary Re: Edible Garden AG Incorporated Registration Statement on Form S-3 ( File No. 333-288214 ) Ladies and Gentlemen: In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Edible Garden AG Incorporated hereby requests that the effectiveness of the registration statement on Form S-3 (File No. 333-288214 ) , filed with the U.S. Securities and Exchange Commission on June 20, 2025, be accelerated so that the registration statement becomes effective at 9:00 a.m. Eastern Time on July 3, 2025 or as soon thereafter as practicable. If you have any questions or comments, please contact Alexander McClean of Harter Secrest & Emery at (585) 231-1248. Very truly yours, Edible Garden AG Incorporated By: /s/ James E. Kras James E. Kras Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 27, 2025

James E. Kras
Chief Executive Officer
Edible Garden AG Inc.
283 County Road 519
Belvidere, NJ 07823

 Re: Edible Garden AG Inc.
 Registration Statement on Form S-3
 Filed June 20, 2025
 File No. 333-288214
Dear James E. Kras:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Alexander McClean, Esq.
</TEXT>
</DOCUMENT>

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edbl_corresp.htmEdible Garden AG Incorporated

 283 County Road 519

 Belvidere, NJ 07823

 January 29, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Margaret Sawicki

       Re:

   Edible Garden AG Incorporated

 Registration Statement on Form S-3

 (File No. 333-284360)

 Ladies and Gentlemen:

 In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Edible Garden AG Incorporated hereby requests that the effectiveness of the registration statement on Form S-3 (File No. 333-284360), initially filed with the U.S. Securities and Exchange Commission on January 21, 2025, as amended by Pre-Effective Amendment No. 1 filed on January 28, 2025, be accelerated so that the registration statement becomes effective at 9:15 a.m. Eastern Time on January 31, 2025 or as soon thereafter as practicable.

 If you have any questions or comments, please contact Alexander McClean of Harter Secrest & Emery at (585) 231-1248.

   Very truly yours,

   Edible Garden AG Incorporated

   By:

   /s/ James E. Kras

   James E. Kras

 Chief Executive Officer

January 27, 2025
James E. Kras
Chief Executive Officer and President
Edible Garden AG Inc
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Inc
Registration Statement on Form S-3
Filed January 21, 2025
File No. 333-284360
Dear James E. Kras:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Alexander R. McClean, Esq.

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edbl_corresp.htmSeptember 25, 2024

 Securities and Exchange Commission

 100 F. Street, NE

 Washington, D.C. 20549

   Re:

   Edible Garden AG Incorporated (“Company”)

   Registration Statement on Form S-1

   File No. 333-281957

 VIA EDGAR

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as placement agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 9:00 a.m., Washington D.C. time, on Thursday, September 26, 2024, or as soon thereafter as practicable.

   MAXIM GROUP LLC

   By:

   /s/ Ritesh Veera

   Name:

   Ritesh Veera

   Title:

   Co-Head of Investment Banking

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edbl_corresp.htmEdible Garden AG Incorporated

 283 County Road 519

 Belvidere, NJ 07823

 September 25, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Abby Adams

      Re:

   Edible Garden AG Incorporated

 Registration Statement on Form S-1

 (File No. 333-281957)

 Ladies and Gentlemen:

 In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Edible Garden AG Incorporated hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-281957), initially filed with the U.S. Securities and Exchange Commission on September 6, 2024, as amended by Pre-Effective Amendment No. 1 filed on September 17, 2024 and Pre-Effective Amendment No. 2 filed on September 24, 2024, be accelerated so that the registration statement becomes effective at 9:00 a.m. Eastern Time on September 26, 2024 or as soon thereafter as practicable.

 If you have any questions or comments, please contact Alexander McClean of Harter Secrest & Emery at (585) 231-1248.

   Very truly yours,

   Edible Garden AG Incorporated

   By:

   /s/ James E. Kras

   James E. Kras

 Chief Executive Officer

September 10, 2024
James E. Kras
Chief Executive Officer
Edible Garden AG Inc.
283 Country Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Inc.
Dear James E. Kras:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Abby Adams at 202-551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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edbl_corresp.htmMay 17, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

     RE:

   Edible Garden AG Incorporated (“Company”)

   Registration Statement on Form S-1

   (File No. 333-278967) (the “Registration Statement”)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as the placement agent of the offering, hereby joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Monday, May 20, 2024, at 5:00 p.m., ET, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we wish to advise you that, through May 17, 2024, we distributed to each dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated May 16, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

        Very truly yours,

   MAXIM GROUP LLC

    By:   /s/ Ritesh Veera

   Name:

   Ritesh Veera

     Title:    Co-Head of Investment Banking

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edbl_corresp.htmEdible Garden AG Incorporated

 283 County Road 519

 Belvidere, NJ 07823

 May 17, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

          Re:

   Edible Garden AG Incorporated

 Registration Statement on Form S-1

 (File No. 333-278967)

 Ladies and Gentlemen:

 In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Edible Garden AG Incorporated, a Delaware corporation, hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-278967), initially filed with the U.S. Securities and Exchange Commission on April 26, 2024, as amended by Pre-Effective Amendment No. 1 filed on May 9, 2024 and Pre-Effective Amendment No. 2 filed on May 17, 2024, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on May 20, 2024 or as soon thereafter as practicable.

 If you have any questions or comments, please contact Alexander McClean of Harter Secrest & Emery at (585) 231-1248.

   Very truly yours,

   Edible Garden AG Incorporated

   By:

   /s/ James E. Kras

   James E. Kras

 Chief Executive Officer

United States securities and exchange commission logo
May 3, 2024
James Kras
Chief Executive Officer
Edible Garden AG Incorporated
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Incorporated
Registration Statement on Form S-1
Filed April 26, 2024
File No. 333-278967
Dear James Kras:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Alexander R. McClean, Esq.

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edbl_corresp.htmSeptember 5, 2023

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

     RE:

   Edible Garden AG Incorporated (“Company”)

     Registration Statement on Form S-1

   (File No. 333-274080) (the “Registration Statement”)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Thursday, September 7, 2023, at 9:00 a.m., ET, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that, through September 5, 2023, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated September 5, 2023, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

   Very truly yours,

   MAXIM GROUP LLC

   By:

   /s/ Clifford Teller

   Name:

   Clifford Teller

   Title:

   Executive Managing Director

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edbl_corresp.htmEdible Garden AG Incorporated

 283 County Road 519

 Belvidere, NJ 07823

 September 5, 2023

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   Edible Garden AG Incorporated

 Registration Statement on Form S-1

 (File No. 333-274080)

 Ladies and Gentlemen:

 In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Edible Garden AG Incorporated, a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-274080), initially filed with the U.S. Securities and Exchange Commission on August 18, 2023, as amended by the Pre-Effective Amendment No.1 filed on September 5, 2023, be accelerated so that the registration statement becomes effective at 9:00 a.m. Eastern Time on September 7, 2023 or as soon thereafter as practicable.

 If you have any questions or comments, please contact Alexander McClean of Harter Secrest & Emery at (585) 231-1248.

   Very truly yours,

   Edible Garden AG Incorporated

   By:

   /s/ James E. Kras

   James E. Kras

 Chief Executive Officer

United States securities and exchange commission logo
August 21, 2023
Michael James
Chief Financial Officer
Edible Garden AG Incorporated
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Incorporated
Registration Statement on Form S-1
Filed August 18, 2023
File No. 333-274080
Dear Michael James:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Alexander McClean, Esq.

CORRESP
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edbl_corresp.htmEdible Garden AG Incorporated

 283 County Road 519

 Belvidere, NJ 07823

 July 18, 2023

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Margaret Schwartz

   Re:

   Edible Garden AG Inc

 283 County Road 519

 Belvidere, NJ 07823

 File No. 333-273209

 Ladies and Gentlemen:

 In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Edible Garden AG Incorporated, a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-3 (File No. 333-273209), filed with the U.S. Securities and Exchange Commission on July 11, 2023, be accelerated so that the registration statement becomes effective at 4:00 p.m. Eastern Time on July 19, 2023 or as soon thereafter as practicable.

 If you have any questions or comments, please contact Margaret Rhoda of Harter Secrest & Emery at (585) 231-1267.

   Very truly yours,

   Edible Garden AG Incorporated

   By:

   /s/ James E. Kras

   James E. Kras

 Chief Executive Officer

United States securities and exchange commission logo
July 17, 2023
James E. Kras
Chief Executive Officer
Edible Garden AG Inc
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Inc
283 County Road 519
Belvidere, NJ 07823
File No. 333-273209
Dear James E. Kras:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Alexander McClean, Esq.

CORRESP
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edbl_corresp.htmFebruary 1, 2023

 Securities and Exchange Commission

 100 F. Street, NE

 Washington, D.C. 20549

   Re:

   Edible Garden AG Incorporated

   Registration Statement on Form S-1

   File No. 333-268800

 VIA EDGAR

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Thursday, February 2, 2023, or as soon thereafter as practicable.

 The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

     (i)

   Date of preliminary prospectus: February 1, 2023.

   (ii)

   Dates of distribution: February 1, 2023 through the date hereof.

   (iii)

   Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 5.

   (iv)

   Number of prospectuses so distributed: 502.

 The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

        MAXIM GROUP LLC

    By:   /s/ Clifford Teller

   Name:

   Clifford Teller

     Title:    Executive Managing Director

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edbl_corresp.htm

 Edible Garden AG Incorporated

 283 County Road 519

 Belvidere, NJ 07823

 February 1, 2023

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   Edible Garden AG Incorporated

 Registration Statement on Form S-1

 (File No. 333-268800)

 Ladies and Gentlemen:

 In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Edible Garden AG Incorporated, a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-268800), initially filed with the U.S. Securities and Exchange Commission on December 15, 2022, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on February 2, 2023 or as soon thereafter as practicable.

 If you have any questions or comments, please contact Alexander McClean of Harter Secrest & Emery at (585) 231-1248.

   Very truly yours,

   Edible Garden AG Incorporated

   By:

    /s/ James E. Kras

   James E. Kras

 Chief Executive Officer

CORRESP
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edbl_corresp.htm

 February 1, 2023

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Jordan Nimitz

   Re:

   Edible Garden AG Inc.

   Amendment No. 2 to Registration Statement on Form S-1

   Filed January 27, 2023

   File No. 333-268800

 Dear Ms. Nimitz:

 On behalf of Edible Garden AG Incorporated (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated January 31, 2023, providing the Staff’s comments with respect to the second amendment to the Company’s Registration Statement on Form S-1 (the “Registration Statement”). The Company is currently filing via the EDGAR system an amendment to the Registration Statement (the “Amendment”).

 For the convenience of the Staff, the Staff’s comment is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 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.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised this paragraph in the Amendment.

 Edible Garden AG Incorporated

 Page 2

 If you have any further questions or comments, or if you require any additional information, please do not hesitate to contact the undersigned by email at AMcClean@hselaw.com or telephone at (585) 231-1248.

        Very truly yours,

    By:  /s/ Alexander R. McClean

  Alexander R. McClean

        DIRECT DIAL: 585.231.1248

        EMAIL: AMCCLEAN@HSELAW.COM

      1600 BAUSCH & LOMB PLACE  ROCHESTER, NY 14604-2711 PHONE: 585.232.6500 FAX: 585.232.2152

   ROCHESTER, NY  •  BUFFALO, NY  •  ALBANY, NY  •  CORNING, NY  •  NEW YORK, NY

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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edbl_corresp.htm

 January 23, 2023

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Jordan Nimitz

   Re:

   Edible Garden AG Inc.

   Amendment No. 1 to Registration Statement on Form S-1

 Filed January 5, 2023

 File No. 333-268800

 Dear Ms. Nimitz:

 On behalf of Edible Garden AG Incorporated (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated January 13, 2023, providing the Staff’s comments with respect to the first amendment to Company’s Registration Statement on Form S-1 (the “Registration Statement”). The Company plans to file an additional amendment to the Registration Statement following the Staff’s review of this response (the “Amendment”).

 For the convenience of the Staff, each of the Staff’s comments is included below and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 Amendment #1 to Form S-1

 Recent Developments, page 33

   1.

   We reference the discussion of the purchase of the assets of Greenleaf used in its business and the real property. We also note the disclosure that the assets include all vehicles, fixtures, fixed assets and equipment used in the operation of Greenleaf’s business; Greenleaf’s intellectual property; any inventory; and rights in and to certain outstanding contracts of Greenleaf pursuant to which the company will sell Greenleaf’s existing inventory and work-in-process. Please address the following:

   a.

   Revise to clearly describe your accounting for the acquisition, including whether this was considered an asset acquisition or a business combination. Please provide us with your analysis of whether you acquired assets or a business. Refer to the requirements of ASC 805-10-15-4, 10-55-3A to 55-6 and Rule 11-01(d) of Regulation S-X.

   Response: The Company respectfully acknowledges the Staff’s comment and plans to describe its accounting treatment for the acquisition on page 33 of the Registration Statement by adding the following disclosure in italics immediately after the last paragraph on page 33 of the Registration Statement:

     1600 BAUSCH & LOMB PLACE  ROCHESTER, NY 14604-2711 PHONE: 585.232.6500 FAX: 585.232.2152

   rochester, ny  •  buffalo, ny  •  albany, ny  •  corning, ny  •  new york, ny

 Edible Garden AG Incorporated

 Page 2

   “Management has concluded that the purchase of the assets of Greenleaf does not meet the definition of a business under ASC 805. Following the guidance under ASC 805-10-55, management determined that the acquired assets of Greenleaf do not have an input and a substantive process that together significantly contribute to the ability to create outputs. Asset acquisitions are generally accounted for by allocating the cost of the acquisition, including acquisition costs, to the individual assets acquired and liabilities assumed on a relative fair value basis.”

   The Company applied the framework from Accounting Standards Update 2017-01, “Clarifying the Definition of a Business” to evaluate whether an integrated set of assets and activities (a “set”) should be accounted for as an acquisition of a business or a group of assets. The framework specifies the minimum required inputs and processes necessary to be a business. Under ASC 805-10-55-3A, a business is “an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants.”

 In order to be a business, a set needs to have an input and a substantive process that together significantly contribute to the ability to create “outputs,” or a continuation of revenue before and after the transaction. However, the continuation of revenues does not on its own indicate that both an input and a substantive process have been acquired. When determining whether a process has been acquired, the presence of contractual arrangements that provide for the continuation of revenues, such as customer contracts, customer lists, and leases, would not be indicative of an acquired process and should be excluded from the analysis. Instead, ASC 805-10-55-5E establishes four examples of substantive processes that together significantly contribute to the ability to create outputs. Those four examples are analyzed below to show that the acquisition of the Greenleaf assets was an asset acquisition under ASC 805.

 In this acquisition, the Company acquired real estate, a greenhouse structure, and other assets incidental to the purchase of the greenhouse. The growing conditions at this greenhouse at the time of the acquisition did not meet the Company’s specifications for growing its products. The Company cannot begin generating revenue by growing its products at the greenhouse until its growing technology is added to the existing greenhouse structure. Even though the real estate and greenhouse were transferred from Greenleaf to the Company, the greenhouse must undergo significant retrofitting before the Company’s operations can begin at the facility, including by adding the Nutrient Film Technique channels (“NFT”) where its organic herbs and lettuce are grown. The retrofit of the greenhouse is ongoing and the Company expects to fully transition the greenhouse to grow its herbs and lettuce products during the first half of 2023. The Company offered positions to the Greenleaf employees at the time of the acquisition and has retained those employees, all of whom are unskilled. The Company expects to hire up to twenty additional employees at this greenhouse in order to sufficiently staff its operations, as the seven former Greenleaf employees lack experience and are not familiar with the Company’s production methods.

 First, a company can acquire a substantive process if the set includes “employees that form an organized workforce that has the necessary skills, knowledge, or experience to perform an acquired process” that when applied to acquired inputs is “critical to the ability to continue producing outputs.” Here, the Company offered positions to the Greenleaf employees at the time of the acquisition and has retained those employees, all of whom are unskilled. While these employees may have been able to continue Greenleaf’s flower production, the Company did not plant any new flowers after the acquisition, the employees lack experience in NFT growing systems, and the employees are not familiar with the Company’s production methods. This example does not support the Company having acquired a substantive process from Greenleaf.

 Second, a company can acquire a substantive process if it also acquires a contract that “provides access to an organized workforce with the necessary skills, knowledge, or experience to perform an acquired process” that when applied to acquired inputs is “critical to the ability to continue producing outputs.” Here, the Company did not acquire a contract providing access to an organized workforce. Under the purchase agreement for the Greenleaf assets, the Greenleaf employees were terminated by Greenleaf. The Company offered these employees positions at the greenhouse. As described under the first example, these employees were not sufficiently experienced to constitute an organized workforce that could have produced outputs for the Company. This example does not support the Company having acquired a substantive process from Greenleaf.

 Third, a company can acquire a substantive process if the process, when applied to an acquired input, “significantly contributes to the ability to continue producing outputs and cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.” Here, the Company is not continuing the processes used by Greenleaf to produce its organic herbs and lettuce. Greenleaf grew flowers using conventional growing methods. This means that the Greenleaf process:

   ·

  could include pesticides, herbicides, and fertilizers;

   ·

  was not required to use organic soil;

   ·

  required watering in small doses;

   ·

  required careful limitation of the light the flowers were exposed to;

   ·

  does not require close temperature control;

   ·

  did not include food safety protocols; and

   ·

  was organized around the sales cycle for flowers, with the highest sales in spring.

   After the Company completed the grow cycle for the flowers that were being grown at the time of the acquisition, the Company had to retrofit the greenhouse it acquired to fit the needs of its growing process. The Company’s process:

   ·

  requires an NFT system;

   ·

  cannot include conventional pesticides, herbicides, and fertilizers, but may use beneficial insects to fight pests in the greenhouse;

   ·

  must use only organic soil;

   ·

  requires constant watering in the NFT channels;

   ·

  may include supplemental light for herbs and lettuce;

   ·

  must include close temperature control to prevent herbs or lettuce from becoming dormant;

   ·

  must include food safety protocols; and

   ·

  is organized around selling herbs and lettuce year-round.

   Here, the Greenleaf process for conventionally growing flowers is not being applied to the Company’s process for growing organic herbs and lettuce. The Company is making capital expenditures to retrofit the greenhouse, a process requiring time and effort before the greenhouse can be used to grow the Company’s organic herbs and lettuce. This example does not support the Company having acquired a substantive process from Greenleaf.

 Finally, a company can acquire a substantive process if the acquired process, when applied to an acquired input, “significantly contributes to the ability to continue producing outputs and is considered unique or scarce.” As discussed in the third factor, the Company is not using a process from Greenleaf to continue producing outputs. The Greenleaf process for conventionally growing flowers was not unique or scarce.  This example does not support the Company having acquired a substantive process from Greenleaf.

 Because the acquisition of the Greenleaf assets does not include an input and a substantive process that together significantly contribute to the ability to create outputs, the Company appropriately accounted for the transaction as an asset acquisition under ASC 805 and will update the disclosure in the Amendment as described in this letter.

 Edible Garden AG Incorporated

 Page 3

   b.

   If you determined that this is the acquisition of assets, please clearly disclose and quantify the specific assets acquired and how they were valued.

   Response: The Company respectfully acknowledges the Staff’s comment and plans to add the description in italics below to the Registration Statement immediately below the new paragraph in the response to Question 1(a) above:

 Accordingly, the fair value of the consideration was allocated to the assets acquired based management’s preliminary estimate of their relative fair values, pending receipt of a final valuation report from experts engaged by the Company. The preliminary allocation of the consideration to the assets acquired is as follows:

     Consideration

        Fair value of promissory note

  $  1,136

        Cash consideration

  1,750

        Total fair value of consideration:

  $  2,886

     Net book value of assets acquired

   Inventory

  $  78

   Equipment

  510

        Land and improvements

  2,339

        Liabilities assumed

  (41  )

   Total Net Assets Acquired

  $  2,886

   c.

   In addition, if this is the acquisition of assets please explain to us why you included the financial statements of Greenleaf and the pro forma information for the transaction as required by Rule 3-05 and Article 11 of Regulation S-X.

   Response: The financial statements of Greenleaf and the pro forma information for the transaction were provided in error. In connection with this response, the Company reevaluated the Greenleaf acquisition under Rule 11-01(d) of Regulation S-X (“Rule 11-01(d)”) and the Staff’s guidance in the Financial Reporting Manual and has concluded that the Greenleaf acquisition constitutes an acquisition of assets, not an acquisition of a “business” as described in Rule 11-01(d). Under Rule 11-01(d), whether something is a business is a fact-specific inquiry of “whether there is sufficient continuity” of the entity’s operations before and after the acquisition so that the entity’s financial information would be “material to an understanding of future operations.”

   The Company determined that there was not sufficient continuity with respect to the assets prior to and after the Greenleaf acquisition because the nature of the revenue-producing activity of the assets is not generally the same. In making this determination, the Company considered the following facts and circumstances:

   ·

   Physical facilities: The Company’s primary purpose in completing the Greenleaf acquisition was to acquire Greenleaf’s real estate and the greenhouse structure on that property. The Company’s strategy relies on expanding its capacity to grow organic herbs and lettuce so that it may fill orders from its customers and continue to expand those relationships. The Company has determined that it is more cost-effective to expand its growing capacity by retrofitting an existing greenhouse to meet its specifications than by building a new greenhouse. The growing conditions at this greenhouse at the time of the acquisition did not meet the Company’s specifications for growing its products. The Company cannot begin generating revenue by growing its products at the greenhouse until its growing technology is added to the existing greenhouse structure. Even though the real estate and greenhouse were transferred from Greenleaf to the Company, the greenhouse must undergo significant retrofitting before the Company’s operations can begin at the facility, including by adding the Nutrient Film Technique channels (“NFT”) where its organic herbs and lettuce are grown. The retrofit of the greenhouse is ongoing and the Company expects to fully transition the greenhouse to grow its herbs and lettuce products during the first half of 2023.

   The opportunity to purchase the Greenleaf assets arose because of the untimely death of the Greenleaf owner. The owner’s family concluded that they were unable to operate the business and maintain the quality of Greenleaf’s floral products. As part of the purchase, the Company agreed to acquire the other assets on the real property, any remaining inventory and the right to sell Greenleaf’s inventory and work-in-process to assist Greenleaf in winding up its business. While the Company acquired vehicles, fixtures, fixed assets and equipment in addition to the real property and greenhouse, those assets were inconsequential to the purchase, not specific to Greenleaf’s business, and could have accompanied the purchase of any real property used for agriculture. When the Company acquired the Greenleaf assets, Greenleaf was already growing two crops for its existing customers, chrysanthemums and poinsettias, because these floral products have a long grow cycle. Greenleaf sold and earned the revenue from the chrysanthemums in the third quarter of 2022. The Company agreed to complete the grow cycle and ship the poinsettias to help maintain the reputation of the greenhouse among important retailers. The Company grew, harvested, and sold the poinsettias to defray its costs in assisting Greenleaf with winding up the Greenleaf business accord

United States securities and exchange commission logo
January 13, 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. 1 to Registration Statement on Form S-1
Filed January 5, 2023
File No. 333-268800
Dear James E. Kras:
            We have reviewed your amended registration statement and have the following
comments.  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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment #1 to Form S-1
Recent Developments, page 33
1.We reference the discussion of the purchase of the assets of Greenleaf used in its business
and the real property. We also note the disclosure that the assets include all vehicles,
fixtures, fixed assets and equipment used in the operation of Greenleaf’s business;
Greenleaf’s intellectual property; any inventory; and rights in and to certain outstanding
contracts of Greenleaf pursuant to which the company will sell Greenleaf’s existing
inventory and work-in-process.  Please address the following:
•Revise to clearly describe your accounting for the acquisition, including whether this
was considered an asset acquisition or a business combination. Please provide us with
your analysis of whether you acquired assets or a business. Refer to the requirements
of ASC 805-10-15-4, 10-55-3A to 55-6 and Rule 11-01(d) of Regulation S-X.

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Inc.
 January 13, 2023 Page 2
 FirstName LastName
James E. Kras
Edible Garden AG Inc.
January 13, 2023
Page 2
•If you determined that this is the acquisition of assets, please clearly disclose and
quantify the specific assets acquired and how they were valued.
•In addition, if this is the acquisition of assets please explain to us why you included
the financial statements of Greenleaf and the pro forma information for the
transaction as required by Rule 3-05 and Article 11 of Regulation S-X.
Financial Statements
Audited Financial Statements of Greenleaf Business
Independent Auditors' Report, page F-49
2.We note that the independent auditors’ report includes a disclaimer opinion on the
financial statements of Greenleaf. Please note that Rule 2-02(c) of Regulation S-X
requires the clear expression of an opinion on the financial statements, and a disclaimer
does not satisfy the requirements of Article 2 of Regulation S-X. The reference to the
compilation is also not appropriate. Please have your auditor revise their report to comply
with the requirements of Article 2 of Regulation S-X.
            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.

CORRESP
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 January 4, 2023

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Jordan Nimitz

   Re:

   Edible Garden AG Inc.

   Draft Registration Statement on Form S-1

   Filed December 14, 2022

   File No. 333-268800

 Dear Ms. Nimitz:

 On behalf of Edible Garden AG Incorporated (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated December 26, 2022, providing the Staff’s comments with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”). The Company is currently filing via the EDGAR system an amendment to the Registration Statement (the “Amendment”).

 For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 Form S-1 filed December 15, 2022

 Exhibits

   1.

   Please revise your fee table to ensure that it reflects the amount of securities you are registering for each class of security.

 Response: The Company respectfully acknowledges the Staff’s comment. The Company is relying on Rule 457(o) of the Securities Act of 1933, as amended, and as such is not required to include the amount of securities being registered for each class of security per instruction 2(ii)(c) to the fee table.

 If you have any further questions or comments, or if you require any additional information, please do not hesitate to contact the undersigned by email at AMcClean@hselaw.com or telephone at (585) 231-1248.

   Very truly yours,

   /s/ Alexander R. McClean

 Alexander R. McClean

 DIRECT DIAL: 585.231.1248

 EMAIL: AMCCLEAN@HSELAW.COM

     1600 BAUSCH & LOMB PLACE  ROCHESTER, NY 14604-2711 PHONE: 585.232.6500 FAX: 585.232.2152

   ROCHESTER, NY  •  BUFFALO, NY  •  ALBANY, NY  •  CORNING, NY  •  NEW YORK, NY

United States securities and exchange commission logo
December 26, 2022
James E. Kras
Chief Executive Officer
Edible Garden AG Inc.
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Inc.
Registration Statement on Form S-1
Filed December 14, 2022
File No. 333-268800
Dear James E. Kras:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments 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 our comment, we may have additional comments.
Form S-1 filed December 15, 2022
Exhibits
1.Please revise your fee table to ensure that it reflects the amount of securities you are
registering for each class of security.

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Inc.
 December 26, 2022 Page 2
 FirstName LastName
James E. Kras
Edible Garden AG Inc.
December 26, 2022
Page 2
            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.
            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.
            Please 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.

CORRESP
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 December 14, 2022

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Jordan Nimitz

   Re:

   Edible Garden AG Incorporated

 Draft Registration Statement on Form S-1

 Submitted November 25, 2022

 CIK 0001809750

 Dear Ms. Nimitz:

 On behalf of Edible Garden AG Incorporated (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated December 2, 2022, providing the Staff’s comments with respect to the Company’s Draft Registration Statement on Form S-1 (the “Registration Statement”). The Company is concurrently filing the Registration Statement publicly via the EDGAR system to address the Staff’s comments.

 For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 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.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the cover page of the Registration Statement to disclose the volume of securities being offered.

   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.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the cover page of the Registration Statement.

      1600 BAUSCH & LOMB PLACE ROCHESTER, NY 14604-2711 PHONE: 585.232.6500 FAX: 585.232.2152

   rochester, ny • buffalo, ny • albany, ny • corning, ny • new york, ny

 Edible Garden AG Incorporated

 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.

   Response: The Company respectfully acknowledges the Staff’s comment. The Company is now conducting a firm commitment underwritten offering through an underwriter instead of a best efforts offering to purchasers. Accordingly, the securities sold in the offering will be sold to the underwriter pursuant to an underwriting agreement in the form attached as Exhibit 1.1 to the Registration Statement.

 If you have any further questions or comments, or if you require any additional information, please do not hesitate to contact the undersigned by email at AMcClean@hselaw.com or telephone at (585) 231-1248.

        Very truly yours,

    /s/ Alexander R. McClean

  Alexander R. McClean

     direct dial: 585.231.1248

     email: AMcClean@hselaw.com

United States securities and exchange commission logo
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.

CORRESP
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 May 3, 2022

 Securities and Exchange Commission

 100 F. Street, NE

 Washington, D.C. 20549

             Re:      Edible Garden AG Incorporated

                         Registration Statement on Form S-1

                         File No.  333-260655

 VIA EDGAR

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Wednesday, May 4, 2022, or as soon thereafter as practicable.

 The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)

   Date of preliminary prospectus: April 26, 2022.

   (ii)

   Dates of distribution: April 26, 2022 through the date hereof.

   (iii)

   Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 4.

   (iv)

   Number of prospectuses so distributed: 551.

 The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

      MAXIM GROUP LLC

    By:  /s/ Clifford Teller

  Name: Clifford Teller

        Title: Executive Managing Director

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 Edible Garden AG Incorporated

 283 County Road 519

 Belvidere, NJ 07823

 May 3, 2022

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   Edible Garden AG, Inc.

 Registration Statement on Form S-1

 (File No. 333-260655)

 Ladies and Gentlemen:

 In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Edible Garden AG Incorporated, a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-260655), initially filed with the U.S. Securities and Exchange Commission on November 1, 2021, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on May 4, 2022, or as soon thereafter as practicable.

 If you have any questions or comments, please contact Alexander McClean of Harter Secrest & Emery at (585) 231-1248.

   Very truly yours,

   Edible Garden AG Incorporated

   By:

   /s/ James E. Kras

   James E. Kras

 Chief Executive Officer

CORRESP
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edbl_corresp.htmEdible Garden AG Incorporated

 283 County Road 519

 Belvidere, NJ 07823

 May 3, 2022

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

      Re:

   Edible Garden AG, Inc.

 Registration Statement on Form S-1

 (File No. 333-260655)

 Ladies and Gentlemen:

 On April 29, 2022, Edible Garden AG Incorporated requested acceleration of the effective date of the above-referenced Registration Statement so that it would become effective at 5:00 p.m. Eastern Time on May 3, 2022, or as soon thereafter as practicable. We hereby withdraw our request until further notice.

 If you have any questions or comments, please contact Alexander McClean of Harter Secrest & Emery at (585) 231-1248.

   Very truly yours,

   Edible Garden AG Incorporated

   By:

   /s/ James E. Kras

   James E. Kras

 Chief Executive Officer

CORRESP
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edbl_corresp.htmApril 29, 2022

 Securities and Exchange Commission

 100 F. Street, NE

 Washington, D.C. 20549

   Re:

   Edible Garden AG Incorporated

   Registration Statement on Form S-1

   File No.  333-260655

 VIA EDGAR

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Tuesday, May 3, 2022, or as soon thereafter as practicable.

 The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)

   Date of preliminary prospectus:  April 26, 2022.

   (ii)

   Dates of distribution:  April 26, 2022 through the date hereof.

   (iii)

   Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 4.

   (iv)

   Number of prospectuses so distributed: 551.

 The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

      MAXIM GROUP LLC

    By:  /s/ Clifford Teller

   Name:

  Clifford Teller

     Title:  Executive Managing Director

CORRESP
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edbl_corresp.htmEdible Garden AG Incorporated

 283 County Road 519

 Belvidere, NJ 07823

 April 29, 2022

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

      Re:

   Edible Garden AG, Inc.

 Registration Statement on Form S-1

 (File No. 333-260655)

 Ladies and Gentlemen:

 In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Edible Garden AG Incorporated, a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-260655), initially filed with the U.S. Securities and Exchange Commission on November 1, 2021, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on May 3, 2022, or as soon thereafter as practicable.

 If you have any questions or comments, please contact Alexander McClean of Harter Secrest & Emery at (585) 231-1248.

   Very truly yours,

   Edible Garden AG Incorporated

   By:

    /s/ James E. Kras

   James E. Kras

 Chief Executive Officer

CORRESP
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edbl_corresp.htm

 April 11, 2022

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Margaret Schwartz

   Re:

   Edible Garden AG Incorporated

   Amendment No. 4 to Registration Statement on Form S-1

 Filed April 6, 2022

 File No. 333-260655

 Dear Ms. Schwartz:

 On behalf of Edible Garden AG Incorporated (the “Company”), we are responding to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated April 7, 2022, providing the Staff’s comment with respect to the Company’s Amendment No. 4 to its Registration Statement on Form S-1 (the “Registration Statement”). The Company is concurrently filing via the EDGAR system an amendment to the Registration Statement (the “Amendment”).

 For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 Amendment No. 4 to Registration Statement on Form S-1, Filed April 6, 2022

 Exhibits

    1.

   We note the qualifications in opinions 1-6 of the legality opinion filed as Exhibit 5.1, specifically, that the Board will approve the issuance and sale of the securities. Because it is not appropriate for counsel to assume that the registrant has taken all corporate actions necessary to authorize the issuance of the securities, please have counsel remove the relevant assumptions from its legal opinion. For guidance, refer to Section II.B.3.a. of Staff Legal Bulletin No. 19.

 Response: The Company respectfully acknowledges the Staff’s comment and its counsel has revised the legal opinion. A new legal opinion is filed with this Amendment as Exhibit 5.1.

 If you have any further questions or comments, or if you require any additional information, please do not hesitate to contact the undersigned by email at AMcClean@hselaw.com or telephone at (585) 231-1248.

   Very truly yours,

   /s/ Alexander R. McClean

   Alexander R. McClean

 DIRECT DIAL:  585.231.1248

 EMAIL: AMCCLEAN@HSELAW.COM

United States securities and exchange commission logo
April 7, 2022
James E. Kras
Chief Executive Officer
Edible Garden AG Incorporated
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Incorporated
Amendment No. 4 to Registration Statement on Form S-1
Filed April 6, 2022
File No. 333-260655
Dear Mr. Kras:
            We have reviewed your amended registration statement and have the following
comments.  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 amending your registration statement and providing the
requested information.  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 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 March 30, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-1, Filed April 6, 2022
Exhibits
1.We note the qualifications in opinions 1-6 of the legality opinion filed as Exhibit 5.1,
specifically, that the Board will approve the issuance and sale of the securities. Because it
is not appropriate for counsel to assume that the registrant has taken all corporate actions
necessary to authorize the issuance of the securities, please have counsel remove the
relevant assumptions from its legal opinion. For guidance, refer to Section II.B.3.a. of
Staff Legal Bulletin No. 19.

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 April 7, 2022 Page 2
 FirstName LastName
James E. Kras
Edible Garden AG Incorporated
April 7, 2022
Page 2
            You may contact Li Xiao at 202-551-4391 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Margaret Schwartz at 202-551-7153 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Margaret K. Rhoda, Esq.

CORRESP
1
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edbl_corresp.htm

 April 6, 2022

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Margaret Schwartz

   Re:

   Edible Garden AG Incorporated

 Amendment No. 3 to Registration Statement on Form S-1

 Filed March 24, 2022

 File No. 333-260655

 Dear Ms. Schwartz:

 On behalf of Edible Garden AG Incorporated (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated March 30, 2022, providing the Staff’s comments with respect to the Company’s Amendment No. 3 to Registration Statement on Form S-1 (the “Registration Statement”). The Company is concurrently filing via the EDGAR system an amendment to the Registration Statement (the “Amendment”).

 For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 Amendment No. 3 to Registration Statement on Form S-1 filed March 24, 2022

 Reverse Stock Split, page 4

   1.

   We note your disclosures that “all information presented in this prospectus other than in our consolidated financial statements and the notes thereto assumes a 1 for 5 reverse stock split of our outstanding shares of common stock.” Please reconcile this with your disclosures on page F-7 which state that “all historical share and per share amounts reflected throughout this report have been adjusted to reflect the stock splits.”

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 4 of the Registration Statement in response.

 If you have any further questions or comments, or if you require any additional information, please do not hesitate to contact the undersigned by email at AMcClean@hselaw.com or telephone at (585) 231-1248.

       Very truly yours,

    /s/ Alexander R. McClean

   Alexander R. McClean

     DIRECT DIAL: 585.231.1248

     EMAIL: AMCCLEAN@HSELAW.COM

United States securities and exchange commission logo
March 30, 2022
James E. Kras
Chief Executive Officer
Edible Garden AG Incorporated
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Incorporated
Amendment No. 3 to Registration Statement on Form S-1
Filed March 24, 2022
File No. 333-260655
Dear Mr. Kras:
            We have reviewed your amended registration statement and have the following
comments.  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 amending your registration statement and providing the
requested information.  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 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 February 1, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed March 24, 2022
Reverse Stock Split, page 4
1.We note your disclosures that "all information presented in this prospectus other than in
our consolidated financial statements and the notes thereto assumes a 1 for 5 reverse stock
split of our outstanding shares of common stock."  Please reconcile this with your
disclosures on page F-7 which state that "all historical share and per share amounts
reflected throughout this report have been adjusted to reflect the stock splits."

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 March 30, 2022 Page 2
 FirstName LastName
James E. Kras
Edible Garden AG Incorporated
March 30, 2022
Page 2
            You may contact Li Xiao at 202-551-4391 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Margaret Schwartz at 202-551-7153 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Margaret K. Rhoda, Esq.

CORRESP
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edbl_corresp.htm

 February 4, 2022

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences
100 F Street, N.E.
Washington, DC  20549
Attn: Lauren Hamill

   Re:

   Edible Garden AG Incorporated

   Amendment No. 2 to Registration Statement on Form S-1

 Filed January 19, 2022

 File No. 333-260655

 Dear Ms. Hamill:

 On behalf of Edible Garden AG Incorporated (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated February 1, 2022, providing the Staff’s comments with respect to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (the “Registration Statement”). The Company plans to file its next pre-effective amendment to the Registration Statement (the “Amendment”) via the EDGAR system once its audit for the year ended December 31, 2021 is complete.

 For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 Amendment No. 2 to Registration Statement on Form S-1 filed January 19, 2022

 2022 Reverse Stock Split, page 4

   1.

   Here you state that you will effect a reverse stock split of your common stock at a ratio of 1 for 5 prior to the effectiveness of the registration statement and that all balances in this registration statement have been adjusted to give effect to such assumed reverse stock split except for the financial statements. Please explain to us, and revise to disclose, the approval status of the reverse stock split. Please also revise to retroactively adjust your financial statements once the reverse stock split is approved to be effective before the effective date of the registration statement. Refer to SAB Topic 4C.

   Response:  The Company respectfully acknowledges the Staff’s comment and will adjust its historical financial statements for the reverse stock split in the Amendment. The reverse stock split has been approved by the Company’s board of directors and stockholders, who have authorized the Company’s Chief Executive Officer and Chief Financial Officer to effect the reverse stock split immediately prior to the effectiveness of the Registration Statement. The Company will clarify the approval status and timing of the reverse stock split in the Amendment.

 February 4, 2022

 Page 2

 Capitalization, page 23

   2.

   Please tell us how you calculated the $7,105 accumulated deficit under the pro forma and pro forma as adjusted columns. Revise if necessary.

   Response:  The Company respectfully acknowledges the Staff’s comment. The accumulated deficit under the pro forma and pro forma as adjusted columns was calculated as follows:

    (In thousands)

   Accumulated Deficit as of September 30, 2021

  $  (5,530  )

   Issuance of 80,000 shares of common stock to Evergreen as compensation on January 14, 2022

  (880  )

   Amortization of the debt discount which converts into equity upon completion of the IPO

  (695  )

   Accumulated Deficit Unaudited Pro Forma and Unaudited Pro Forma as Adjusted

  $  (7,105  )

 If you have any further questions or comments, or if you require any additional information, please do not hesitate to contact the undersigned by email at AMcClean@hselaw.com or telephone at (585) 231-1248.

   Very truly yours,

   /s/ Alexander R. McClean

   Alexander R. McClean

 DIRECT DIAL:  585.231.1248
EMAIL: AMCCLEAN@HSELAW.COM

United States securities and exchange commission logo
February 1, 2022
James E. Kras
Chief Executive Officer
Edible Garden AG Incorporated
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Incorporated
Amendment No. 2 to Registration Statement on Form S-1
Filed January 19, 2021
File No. 333-260655
Dear Mr. Kras:
            We have reviewed your amended registration statement and have the following
comments.  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 amending your registration statement and providing the
requested information.  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 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 5, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed January 19, 2022
Reverse Stock Split, page 4
1.Here you state that you will effect a reverse stock split of your common stock at a ratio of
1 for 5 prior to the effectiveness of the registration statement and that all balances in this
registration statement have been adjusted to give effect to such assumed reverse stock split
except for the financial statements.  Please explain to us, and revise to disclose, the
approval status of the reverse stock split.  Please also revise to retroactively adjust your
financial statements once the reverse stock split is approved to be effective before the
effective date of the registration statement.  Refer to SAB Topic 4C.

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 February 1, 2022 Page 2
 FirstName LastName
James E. Kras
Edible Garden AG Incorporated
February 1, 2022
Page 2
Capitalization, page 23
2.Please tell us how you calculated the $7,105 accumulated deficit under the pro forma and
pro forma as adjusted columns.  Revise if necessary.
            You may contact Li Xiao at 202-551-4391 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Lauren Hamill at 303-844-1008 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Margaret K. Rhoda, Esq.

CORRESP
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edbl_corresp.htm

 January 19, 2022

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences
100 F Street, N.E.
Washington, DC  20549
Attn: Lauren Hamill

   Re:

   Edible Garden AG Incorporated

   Amendment No. 1 to Registration Statement on Form S-1

   Filed December 21, 2021

   File No. 333-260655

 Dear Ms. Hamill:

 On behalf of Edible Garden AG Incorporated (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated January 5, 2022, providing the Staff’s comments with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently filing via the EDGAR system an amendment to the Registration Statement (the “Amendment”).

 For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 Amendment No. 1 to Registration Statement on Form S-1 filed December 21, 2021

 Risk Factors

 Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the

 exclusive forum... page 16

   1.

   Please revise your risk factor to disclose that there is also a risk that your exclusive forum provision may result in increased costs for investors to bring a claim.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 17 of the Registration Statement in response.

   Capitalization, page 22

   2.

   Tell us how you have considered including the proceeds from the issuance of the Evergreen Notes as part of your pro forma cash balance. Revise if necessary.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 23 of the Registration Statement in response.

 January 19, 2022

 Page 2

 Production and Properties, page 43

   3.

   We note your response to prior comment 1, and that your disclosure still includes the following statement on page 43: "The contract grower determines the quantity sown based on the minimum purchase orders received and the contract grower bears the inventory risk, risk of loss and other cost if it over-sows the specific crop." Please expand your disclosure to provide additional detail regarding your relationship with your contract growers as follows:

   ·

   Please discuss each party's obligations with respect to your informal agreements with your contract growers, including the nature of any "minimum purchase orders" required by the contract growers or financial obligations beyond flat payments for products grown for you. Please disclose whether or not the contract growers are obligated to accept any orders, or any certain minimum order, that the Company may submit. If not, in your risk factors, disclose any potential material adverse impact to the Company if you cannot find another producer of sufficient product to meet your own customers' demand.

   ·

   Discuss any term and termination provisions related to your agreements with contract growers, such as whether orders placed with contract growers are terminable by the Company and under what conditions. In this regard, we note you disclose in your risk factor on page 8 that your relationships with your customers are based on purchase orders rather than long-term purchase commitments and that customers can cancel purchase orders or defer shipments of your products under certain circumstances with little or no advance notice to you.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 9 and 44–45 of the Registration Statement in response.

   4.

   We note your response to prior comment 5, and we have the following additional comments.

   ·

   With respect to your response to the second bullet of the prior comment, please further revise your disclosure on page 43 to include the information contained in your response letter concerning how you define "long-term relationships with contract growers."

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 45 of the Registration Statement in response.

   ·

   With respect to your response to the third bullet of the prior comment, please further revise your disclosure on pages 8 and 43 to expressly state, as you have in your response letter, that the Company is not a beneficiary of the lease agreement between the predecessor company and the landlord, Whitetown Realty, LLC. Further revise your risk factors to discuss any attendant material risks resulting from your informal arrangement in addition to the potential loss of physical access to the property. Additionally, please revise your disclosure on page 43 to explain the basis for the Company's expectation that the lease to the land on which the flagship facility is built will be assigned to the Company "once the Landlord obtains the permits necessary to complete construction of the packhouse." If material, disclose the reasons for the anticipated timing of a lease assignment, and any known conditions upon which the landlord's consent to such assignment will be based.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 8 and 45 of the Registration Statement in response. The Company does not know what conditions the landlord may impose on the assignment of the lease or the anticipated timing of the expected assignment.

   ·

   With respect to your response to the last bullet of the prior comment, please confirm whether the New Jersey packhouse "is under construction" as you state on page 43. In this regard, we note your revisions to disclosure on the same page indicating that you have not yet incurred expenses on construction of the packhouse, and that your completion timeline appears to be dependent on the completion of this offering and the receipt of applicable county government permits. Revise to reflect the current status of construction, as appropriate.

   Response: The Company respectfully acknowledges the Staff’s comment and confirms that the New Jersey packhouse is under construction. The Company has revised the disclosure on page 45 of the Registration Statement to more fully describe the current status of construction of the packhouse.

 January 19, 2022

 Page 3

   5.

   We note your statement on page 43 that you rely on long-term relationships with contract growers to grow your herbs and produce. We also note your disclosure on the same page that you do not have formal long-term contracts with your growers.

   ·

   As it appears from your revisions to pages 9 and 43 of Amendment No. 1 that you lost 3 acres of growing capacity and a relationship with a former contract grower in Cleveland, OH, please revise your disclosure to explain the reason for such loss, if material. Additionally, please revise your risk factors to disclose any anticipated material adverse impact to the Company or its operating results, or explain in your response why no such additional disclosure is required.

   ·

   Based on your table on page 43, we also note that your current operating locations include a contracted greenhouse location in Half Moon Bay, California that appears to be responsible for 55 acres, or approximately 70%, of your current growing capacity. Please revise your risk factors to disclose the potential material risk to the company if you were to lose your relationship with this contract grower, or explain in your response why no such additional disclosure is required.

   Response:  The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 9 and 44 of the Registration Statement in response. The Company has adjusted its disclosure of the growing capacity on page 44 to better reflect its business practices. Namely, while the Company has access to the growing capacity listed in on page 44, the Company does not use all of the growing capacity at any one time. For example, when its products are grown in Half Moon Bay, California, those products typically constitute less than 5% of the growing capacity of that location. The Company works with the contract growers to have products grown in locations that are near its customers, and because of changes in customer demand or the ability of the contract grower to meet the terms of its purchase orders, the locations where the Company’s products are grown change over time. The Company believes it has sufficient potential growing capacity with contract growers and at its flagship greenhouse to supply products to its existing customers. Accordingly, the loss of the potential growing capacity in Cleveland, Ohio, is not a material change for the Company because it has been able to shift the purchase orders that could have been fulfilled with that contract grower to another contract grower or the Belvidere, New Jersey greenhouse. The Company has added disclosure to the risk factors on page 9 to disclose the potential material risks of losing its relationships with its contract growers. The Company does not believe that the risk of losing the Half Moon Bay, California, relationship is more significant than its other relationships because the Company typically does not use more acreage at that location than its other contract growers’ locations.

 Legal Proceedings, page 48

   6.

   We note your disclosure regarding a recent action filed against the Company by Green City Growers Cooperative in Ohio for "an alleged breach of a supplier agreement." Please revise this disclosure to provide additional description of the factual basis alleged to underlie the proceedings. Refer to Item 103(a) of Regulation S-K. In making your revisions, please also address the following:

   ·

   Explain the nature of the supply relationship between the plaintiff and the Company, including a description of the products or services plaintiff supplied or supplies.

   ·

   Provide additional detail regarding the "supplier agreement" that is alleged to have been breached, and explain whether a written supply agreement exists between the Company and the plaintiff. Please file such written supplier agreement, if any, as an exhibit pursuant to Item 601(b)(10) of Regulation S-K, or provide us with an analysis explaining why you believe such agreement need not be filed.

   ·

   Additionally, please revise your risk factor disclosure to identify, via cross-reference to this section or otherwise, the existence of the pending litigation and discuss any material risks to the Company that may arise as a result.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 18 and 50 of the Registration Statement in response. The Company has also filed the Assumption and Indemnification Agreement between the Company and Green City Growers Cooperative and the Supplier Agreement between the Company and Green City Growers Cooperative as Exhibits 10.24 and 10.25, respectively, to the Registration Statement.

 January 19, 2022

 Page 4

 If you have any further questions or comments, or if you require any additional information, please do not hesitate to contact the undersigned by email at AMcClean@hselaw.com or telephone at (585) 231-1248.

   Very truly yours,

   /s/ Alexander R. McClean

 Alexander R. McClean

 DIRECT DIAL:  585.231.1248

 EMAIL: AMCCLEAN@HSELAW.COM

United States securities and exchange commission logo
January 5, 2022
James E. Kras
Chief Executive Officer
Edible Garden AG Incorporated
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Incorporated
Amendment No. 1 to Registration Statement on Form S-1
Filed December 21, 2021
File No. 333-260655
Dear Mr. Kras:
            We have reviewed your amended registration statement and have the following
comments.  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 amending your registration statement and providing the
requested information.  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 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 November 16, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed December 21, 2021
Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the
exclusive forum..., page 16
1.Please revise your risk factor to disclose that there is also a risk that your
exclusive forum provision may result in increased costs for investors to bring a claim.

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 January 5, 2022 Page 2
 FirstName LastName
James E. Kras
Edible Garden AG Incorporated
January 5, 2022
Page 2
Capitalization, page 22
2.Tell us how you have considered including the proceeds from the issuance of the
Evergreen Notes as part of your pro forma cash balance.  Revise if necessary,
Production and Properties, page 43
3.We note your response to prior comment 1, and that your disclosure still includes the
following statement on page 43:  "The contract grower determines the quantity sown
based on the minimum purchase orders received and the contract grower bears
the inventory risk, risk of loss and other cost if it over-sows the specific crop."  Please
expand your disclosure to provide additional detail regarding your relationship with your
contract growers as follows:
•Please discuss each party's obligations with respect to your informal agreements with
your contract growers, including the nature of any "minimum purchase orders"
required by the contract growers or financial obligations beyond flat payments for
products grown for you.  Please disclose whether or not the contract growers are
obligated to accept any orders, or any certain minimum order, that the Company may
submit.  If not, in your risk factors, disclose any potential material adverse impact to
the Company if you cannot find another producer of sufficient product to meet your
own customers' demand.
•Discuss any term and termination provisions related to your agreements with contract
growers, such as whether orders placed with contract growers are terminable by the
Company and under what conditions.   In this regard, we note you disclose in your
risk factor on page 8 that your relationships with your customers are based on
purchase orders rather than long-term purchase commitments and that customers can
cancel purchase orders or defer shipments of your products under certain
circumstances with little or no advance notice to you.
4.We note your response to prior comment 5, and we have the following additional
comments.
•With respect to your response to the second bullet of the prior comment, please
further revise your disclosure on page 43 to include the information contained in your
response letter concerning how you define "long-term relationships with contract
growers."
•With respect to your response to the third bullet of the prior comment, please further
revise your disclosure on pages 8 and 43 to expressly state, as you have in your
response letter, that the Company is not a beneficiary of the lease agreement between
the predecessor company and the landlord, Whitetown Realty, LLC.  Further revise
your risk factors to discuss any attendant material risks resulting from your informal
arrangement in addition to the potential loss of physical access to the property.
Additionally, please revise your disclosure on page 43 to explain the basis for the
Company's expectation that the lease to the land on which the flagship facility is built
will be assigned to the Company "once the Landlord obtains the permits necessary to

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 January 5, 2022 Page 3
 FirstName LastNameJames E. Kras
Edible Garden AG Incorporated
January 5, 2022
Page 3
complete construction of the packhouse."  If material, disclose the reasons for the
anticipated timing of a lease assignment, and any known conditions upon which the
landlord's consent to such assignment will be based.
•With respect to your response to the last bullet of the prior comment, please confirm
whether the New Jersey packhouse "is under construction" as you state on page 43. In
this regard, we note your revisions to disclosure on the same page indicating hat you
have not yet incurred expenses on construction of the packhouse, and that your
completion timeline appears to be dependent on the completion of this offering and
the receipt of applicable county government permits.  Revise to reflect the current
status of construction, as appropriate.
5.We note your statement on page 43 that you rely on long-term relationships with contract
growers to grow your herbs and produce. We also note your disclosure on the same page
that you do not have formal long-term contracts with your growers.
•As it appears from your revisions to pages 9 and 43 of Amendment No. 1 that you
lost 3 acres of growing capacity and a relationship with a former contract grower in
Cleveland, OH,  please revise your disclosure to explain the reason for such loss, if
material.  Additionally, please revise your risk factors to disclose any anticipated
material adverse impact to the Company or its operating results, or explain in your
response why no such additional disclosure is required.
•Based on your table on page 43, we also note that your current operating locations
include a contracted greenhouse location in Half Moon Bay, California that appears
to be responsible for 55 acres, or approximately 70%, of your current growing
capacity.   Please revise your risk factors to disclose the potential material risk to the
company if you were to lose your relationship with this contract grower, or explain in
your response why no such additional disclosure is required.
Legal Proceedings, page 48
6.We note your disclosure regarding a recent action filed against the Company by Green
City Growers Cooperative in Ohio for "an alleged breach of a supplier agreement."  Please
revise this disclosure to provide additional description of the factual basis alleged to
underlie the proceedings.   Refer to Item 103(a) of Regulation S-K.  In making your
revisions, please also address the following:
•Explain the nature of the supply relationship between the plaintiff and the
Company, including a description of the products or services plaintiff supplied or
supplies.
•Provide additional detail regarding the "supplier agreement" that is alleged to have
been breached, and explain whether a written supply agreement exists between the
Company and the plaintiff.  Please file such written supplier agreement, if any, as an
exhibit pursuant to Item 601(b)(10) of Regulation S-K, or provide us with an analysis
explaining why you believe such agreement need not be filed.
•Additionally, please revise your risk factor disclosure to identify, via cross-reference
to this section or otherwise, the existence of the pending litigation and discuss any

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 January 5, 2022 Page 4
 FirstName LastName
James E. Kras
Edible Garden AG Incorporated
January 5, 2022
Page 4
material risks to the Company that may arise as a result.
            You may contact Li Xiao at 202-551-4391 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Lauren Hamill at 303-844-1008 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Margaret K. Rhoda, Esq.

CORRESP
1
filename1.htm

edbl_corresp.htm

 December 21, 2021

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences
100 F Street, N.E.
Washington, DC 20549
Attn: Lauren Hamill

   Re:

   Edible Garden AG Incorporated

   Registration Statement on Form S-1

 Filed November 1, 2021

 File No. 333-260655

 Dear Ms. Hamill:

 On behalf of Edible Garden AG Incorporated (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated November 16, 2021, providing the Staff’s comments with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently filing via the EDGAR system an amendment to the Registration Statement (the “Amendment”).

 For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 Form S-1 filed November 1, 2021

 Risk Factors

 Our relationships with customers are based on purchase orders rather than long-term purchase commitments, page 8

   1.

   We note that you have added risk factor disclosure describing your use of purchase orders rather than long-term purchase commitments with your customers. We further note revisions to your disclosure on page 41 that discusses your contract growing relationships and your use of such contract growers to handle purchase orders received from your customers. Please revise to better harmonize your disclosures in both sections, as certain statements do not appear to be consistent. For instance:

   ·

  On page 41 you state that orders are placed with the contract growers based on purchase orders you receive from your customers and the proximity of the contract grower to the specific customer, and that the contract grower determines the quantity sown based on the minimum purchase orders received, whereas on page 8 you state that “in some cases [you] start sowing [your] products in advance of receiving purchase orders for those products.”

   ·

  On page 41 you state that the contract grower bears the inventory risk, risk of loss and other cost if it over sows a specific crop, whereas on page 8 you state that if you grow more products than you are able to sell to customers, you will incur losses and your results of operations and financial condition will be harmed.

 December 21, 2021

 Page 2

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 9 and 43 of the Registration Statement in response.

 Capitalization, page 21

   2.

   We note your revisions and response to prior comment 18. Please further revise to remove the line item for “accounts payable and other accrued expenses” since it is not a part of capitalization. In addition, revise to provide the number of shares outstanding pro forma, as well as, pro forma as adjusted in your common stock caption.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 22 of the Registration Statement in response.

 Dilution, page 21

   3.

   We note your revisions and response to prior comment 19. However, please explain to us why your historical net tangible book value does not equal the $(4,422) total stockholders’ deficit on your June 30, 2021 balance sheet on page F-22.

   Response: The Company respectfully acknowledges the Staff’s comment and attributes the discrepancy to human error. The Company has corrected the disclosure on page 22 of the Registration Statement. In addition, the net tangible book value will be lower than the total stockholders’ deficit because the intangible assets are deducted to arrive at the net tangible book value. The Company has included its calculation of the net tangible book value as of September 30, 2021 that appears in the Registration Statement below:

    Total Stockholders’ Deficit

  $  (5,524  )

   Less:

   Accounts Receivable, net

  $  (678  )

   Prepaid expenses and other current assets

  $  (78  )

   Other assets

  $  (283  )

   Net Tangible Book Value

  $  (6,563  )

   Common shares outstanding

  20,000,000

   Net tangible book value (deficit) per common share

  $  (0.3282  )

 December 21, 2021

 Page 3

 Business

 Overview, page 36

   4.

   We note your revisions in response to prior comments 5 and 21, which include the following statement on page 41 regarding your Zero-Waste Inspired packaging innovations: “Using this [CO2 laser micro-perforation] technology, cilantro, for example, is in good quality after 11 days, while it would be in poor quality after seven days in other packaging.” Please further revise this statement to indicate whether, and if so how, you have tested or measured your product life and/or quality using various packaging methods, and indicate the scope of your products tested, to provide the basis for your competitive claim.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 42 of the Registration Statement in response. To clarify, the studies were performed by the developer of the bag material, not the Company.

 Production and Properties, page 41

   5.

   Please address the following with respect to these statements on page 41:

   ·

  “Consistent year round growing that adheres to our stringent sustainability protocols occurs in our owned and contracted greenhouse locations in California, Florida, Indiana, New Jersey, New York, Michigan, Ohio and Wisconsin, that can service approximately 55% of the country’s population.” Please revise to describe how you developed your estimate regarding your current service reach and/or market access, and provide the source(s) upon which you are basing your estimate as well as any material assumptions and limitations associated therewith.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 43 of the Registration Statement in response.

   ·

  “We develop long term contract growing relationships that require our herbs and produce to be grown in strict accordance with our proprietary grow process, but have no formal long-term contracts with these growers.” Please explain the basis for classifying your growing relationships as “long term” when you indicate that you do not enter “formal long-term contracts” with these growers. Tell us whether you have formal written contracts with the growers in these locations, and in an appropriate place(s) in the prospectus, revise to describe more clearly the material terms of such contracts, if any, including the nature and scope of the agreements and each party’s rights and obligations thereunder, as well as the term and termination provisions. Also, please file representative versions of these agreements as exhibits or provide your analysis identifying how you determined that these agreements do not need to be filed as exhibits pursuant to Item 601(b)(10) of Regulation S-K.

   Response: The Company respectfully acknowledges the Staff’s comment. The Company classifies its relationships with its growers as “long term” because of the length of the personal working relationship between members of the Company’s management team and the growers. In some cases, these relationships with growers began more than five years ago. While the personal relationships are long term, the Company does not have any formal written contracts with these growers. Instead, the Company and the growers use purchase orders to transact business. Accordingly, the Company has not filed additional exhibits to the Registration Statement.

   ·

   “We are currently party to an ongoing arrangement with our predecessor company, Edible Garden Corp., whereby we make lease payments of approximately $15,300 per month to the lessor of the land on which our flagship facility is built and for which our predecessor company is the lessee. We do not have a lease in place directly with the lessor of the property that gives us the right to operate the property, although we have been operating under this arrangement with the lessor for more than one year and do not expect to lose access to the property.” On page 41 and in the corresponding summary risk and risk factor disclosure you have added on pages 3 and 7, respectively, please revise to indicate the nature and term of the “ongoing agreement” with your predecessor company, such as whether you have executed a sub-lease, and describe any other material provisions of the agreement. Please file the sub-lease or other written agreement, if any, as an exhibit pursuant to Item 601(b)(10) of Regulation S-K, or provide us with an analysis explaining why you believe such agreement need not be filed.

 December 21, 2021

 Page 4

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 8 and 43 of the Registration Statement to clarify that there is no written agreement between the Company and its predecessor company and that the informal arrangement is effectively a month-to-month tenancy with no set term. The Company has not entered into a sub-lease or assignment of the agreement between the predecessor company and the lessor, and the Company is not a party to or a beneficiary of that agreement. Because there is no written agreement describing the arrangement, the Company has not filed an additional exhibit to the Registration Statement.

   ·

  We note that your flagship facility in New Jersey includes a 20,000 square foot packhouse “which is under construction.” Please indicate the current status of this construction project and estimated completion date. Quantify and disclose any material expenditures related to this project to date, as well as any anticipated material costs to complete the packhouse. Confirm whether the lessor of your flagship property is aware of the packhouse construction project and whether you anticipate the construction project may have any material impact on your ability to maintain your access to the property.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 43 of the Registration Statement in response.

   6.

   We note your response to prior comment 24. We refer you to the last sentence of that comment, which we reissue with respect to your three pending patent applications.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 46 of the Registration Statement in response.

 Our Sustainability Plan - Renew, Reuse, Recycle & Innovate, page 45

   7.

   We note your revisions made in response to prior comment 25. Such revisions include the following statement in the Environment subsection on page 45: “We intend to migrate to alternative fuel vehicles for our shipping needs. We commit to be carbon neutral by 2030, meaning that any carbon dioxide released into the atmosphere from our business activities will be balanced by an equivalent amount being removed.” Please tell us whether this statement regarding “[your] business activities” encompasses the operations of your suppliers and other business and distribution partners who support your operations. To the extent that the statement does not include such operations, please revise your disclosure to clarify the aspects of your business that are included in this statement. In this regard, we also note your revised statements on pages 1 and 36 that describe your focus on reducing your carbon footprint by attempting to ship your products in full truck loads, thus eliminating multiple deliveries and decreasing the excess emission of greenhouse gases that would result from many partially full trucks delivering your products. However, statements on pages 2, 38, and 42 seemingly indicate that while your business model allows you to reduce transportation food miles, reduce fuel costs, and lower emissions related to food transportation, you ship your products both into major population demographic centers and also to big box retailer’s distribution centers because they “have a wider network than [you].” Ostensibly, your partners then ship your products over additional “food miles” in trucks that may not meet your own alternative fuel or emissions goals.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 47 of the Registration Statement in response.

 December 21, 2021

 Page 5

 Certain Relationships and Related Party Transactions

 Working Capital Funding from Executive Officers, page 52

   8.

   Refer to the paragraph of this section preceding the table listing promissory/demand notes you have entered into since inception with certain of your officers for working capital purposes. In such paragraph, you state that as of October 22, 2021, you owe your Chief Financial Officer $619,460 represented by promissory notes. As these promissory notes do not all appear to be included in the table, and you have indicated in Use of Proceeds that you may use part of the proceeds received in this offering to repay these promissory notes, please revise your disclosure to clarify the interest rate, if applicable, and maturity of such indebtedness. Refer to Instruction 4 to Item 504 of Regulation S-K.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 54 and 55 to aggregate the notes payable on demand with the promissory notes into one table for ease of review. The Company confirms that the proceeds of these notes were used for working capital.

 Director Compensation, page 52

   9.

   Page 52 refers to letter agreements you have with your director nominees. Please file such letter agreements as exhibits, or explain why you do not believe such filing is required. Refer to Item 601(b)(10) of Regulation S-K.

   Response: The Company respectfully acknowledges the Staff’s comment and has filed a form of the letter agreement with the director nominees as Exhibit 10.23 to the Registration Statement.

 Description of Securities

 Common Stock, page 54

   10.

   We note that the forum selection provision contained in your certificate of incorporation identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any derivative action.

   ·

  Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Please revise your disclosure to describe the exclusive form provision, discuss its risks and other impacts on investors, and address any uncertainty about the applicability of the provision. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

   ·

  If this provision does not apply to actions arising under the Securities Act or Exchange Act, please ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Ac

United States securities and exchange commission logo
November 16, 2021
James E. Kras
Chief Executive Officer
Edible Garden AG Incorporated
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Incorporated
Registration Statement on Form S-1
Filed November 1, 2021
File No. 333-260655
Dear Mr. Kras:
            We have reviewed your registration statement and have the following comments.  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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed November 1, 2021
Risk Factors
Our relationships with customers are based on purchase orders rather than long-term purchase
commitments, page 8
1.We note that you have added risk factor disclosure describing your use of purchase orders
rather than long-term purchase commitments with your customers.  We further note
revisions to your disclosure on page 41 that discusses your contract growing relationships
and your use of such contract growers to handle purchase orders received from your
customers.  Please revise to better harmonize your disclosures in both sections, as certain
statements do not appear to be consistent.  For instance:
•On page 41 you state that orders are placed with the contract growers based on
purchase orders you receive from your customers and the proximity of the contract

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 November 16, 2021 Page 2
 FirstName LastNameJames E. Kras
Edible Garden AG Incorporated
November 16, 2021
Page 2
grower to the specific customer, and that the contract grower determines the quantity
sown based on the minimum purchase orders received, whereas on page 8 you state
that "in some cases [you] start sowing [your] products in advance of receiving
purchase orders for those products."
•On page 41 you state that the contract grower bears the inventory risk, risk of loss
and other cost if it over sows a specific crop, whereas on page 8 you state that if you
grow more products than you are able to sell to customers, you will incur losses and
your results of operations and financial condition will be harmed.
Capitalization, page 21
2.We note your revisions and response to prior comment 18.  Please further revise to
remove the line item for "accounts payable and other accrued expenses" since it is not a
part of capitalization.  In addition, revise to provide the number of shares outstanding pro
forma, as well as, pro forma as adjusted in your common stock caption.
Dilution, page 21
3.We note your revisions and response to prior comment 19.  However, please explain to us
why your historical net tangible book value does not equal the $(4,422) total stockholders'
deficit on your June 30, 2021 balance sheet on page F-22.
Business
Overview, page 36
4.We note your revisions in response to prior comments 5 and 21, which include the
following statement on page 41 regarding your Zero-Waste Inspired packaging
innovations:  "Using this [CO2 laser micro-perforation] technology, cilantro, for example,
is in good quality after 11 days, while it would be in poor quality after seven days in other
packaging."  Please further revise this statement to indicate whether, and if so how, you
have tested or measured your product life and/or quality using various packaging methods,
and indicate the scope of your products tested, to provide the basis for your competitive
claim.
Production and Properties, page 41
5.Please address the following with respect to these statements on page 41:
•"Consistent year round growing that adheres to our stringent sustainability protocols
occurs in our owned and contracted greenhouse locations in California, Florida,
Indiana, New Jersey, New York, Michigan, Ohio and Wisconsin, that can service
approximately 55% of the country’s population."  Please revise to describe how you
developed your estimate regarding your current service reach and/or market access,
and provide the source(s) upon which you are basing your estimate as well as any
material assumptions and limitations associated therewith.

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 November 16, 2021 Page 3
 FirstName LastName
James E. Kras
Edible Garden AG Incorporated
November 16, 2021
Page 3
•"We develop long term contract growing relationships that require our herbs and
produce to be grown in strict accordance with our proprietary grow process, but have
no formal long-term contracts with these growers."  Please explain the basis for
classifying your growing relationships as "long term" when you indicate that you do
not enter "formal long-term contracts" with these growers.  Tell us whether you have
formal written contracts with the growers in these locations, and in an appropriate
place(s) in the prospectus, revise to describe more clearly the material terms of such
contracts, if any, including the nature and scope of the agreements and each party's
rights and obligations thereunder, as well as the term and termination
provisions.  Also, please file representative versions of these agreements as exhibits
or provide your analysis identifying how you determined that these agreements
do not need to be filed as exhibits pursuant to Item 601(b)(10) of Regulation S-K.

•"We are currently party to an ongoing arrangement with our predecessor company,
Edible Garden Corp., whereby we make lease payments of approximately $15,300
per month to the lessor of the land on which our flagship facility is built and for
which our predecessor company is the lessee. We do not have a lease in place directly
with the lessor of the property that gives us the right to operate the property, although
we have been operating under this arrangement with the lessor for more than one
year and do not expect to lose access to the property."  On page 41 and in the
corresponding summary risk and risk factor disclosure you have added on pages 3
and 7, respectively, please revise to indicate the nature and term of the "ongoing
agreement" with your predecessor company, such as whether you have executed a
sub-lease, and describe any other material provisions of the agreement.  Please file
the sub-lease or other written agreement, if any, as an exhibit pursuant to Item
601(b)(10) of Regulation S-K, or provide us with an analysis explaining why you
believe such agreement need not be filed.

•We note that your flagship facility in New Jersey includes a 20,000 square foot
packhouse "which is under construction."  Please indicate the current status of this
construction project and estimated completion date.  Quantify and disclose any
material expenditures related to this project to date, as well as any anticipated
material costs to complete the packhouse. Confirm whether the lessor of your
flagship property is aware of the packhouse construction project and whether you
anticipate the construction project may have any material impact on your ability to
maintain your access to the property.

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 November 16, 2021 Page 4
 FirstName LastName
James E. Kras
Edible Garden AG Incorporated
November 16, 2021
Page 4
Intellectual Property, page 44
6.We note your response to prior comment 24.  We refer you to the last sentence of that
comment, which we reissue with respect to your three pending patent applications.
Our Sustainability Plan - Renew, Reuse, Recycle & Innovate, page 45
7.We note your revisions made in response to prior comment 25.  Such revisions include the
following statement in the Environment subsection on page 45: "We intend to migrate to
alternative fuel vehicles for our shipping needs.  We commit to be carbon neutral by 2030,
meaning that any carbon dioxide released into the atmosphere from our business activities
will be balanced by an equivalent amount being removed." Please tell us whether this
statement regarding "[your] business activities" encompasses the operations of your
suppliers and other business and distribution partners who support your operations. To the
extent that the statement does not include such operations, please revise your disclosure to
clarify the aspects of your business that are included in this statement. In this regard, we
also note your revised statements on pages 1 and 36 that describe your focus on reducing
your carbon footprint by attempting to ship your products in full truck loads, thus
eliminating multiple deliveries and decreasing the excess emission of greenhouse gases
that would result from many partially full trucks delivering your products.  However,
statements on pages 2, 38, and 42 seemingly indicate that while your business model
allows you to reduce transportation food miles, reduce fuel costs, and lower emissions
related to food transportation, you ship your products both into major population
demographic centers and also to big box retailer’s distribution centers because they "have
a wider network than [you]."  Ostensibly, your partners then ship your products over
additional "food miles" in trucks that may not meet your own alternative fuel or emissions
goals.
Certain Relationships and Related Party Transactions
Working Capital Funding from Executive Officers, page 52
8.Refer to the paragraph of this section preceding the table listing promissory/demand notes
you have entered into since inception with certain of your officers for working capital
purposes.  In such paragraph, you state that as of October 22, 2021, you owe your Chief
Financial Officer $619,460 represented by promissory notes.  As these promissory notes
do not all appear to be included in the table, and you have indicated in Use of Proceeds
that you may use part of the proceeds received in this offering to repay these promissory
notes, please revise your disclosure to clarify the interest rate, if applicable, and maturity
of such indebtedness.  Refer to Instruction 4 to Item 504 of Regulation S-K.
Director Compensation, page 52
9.Page 52 refers to letter agreements you have with your director nominees.  Please file such
letter agreements as exhibits, or explain why you do not believe such filing is required.
Refer to Item 601(b)(10) of Regulation S-K.

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 November 16, 2021 Page 5
 FirstName LastName
James E. Kras
Edible Garden AG Incorporated
November 16, 2021
Page 5
Description of Securities
Common Stock, page 54
10.We note that the forum selection provision contained in your certificate of incorporation
identifies the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation, including any derivative action.
•Please disclose whether this provision applies to actions arising under the Securities
Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder.  Please revise your disclosure to describe
the exclusive form provision, discuss its risks and other impacts on investors, and
address any uncertainty about the applicability of the provision. If the provision
applies to Securities Act claims, please also revise your prospectus to state that there
is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.
•If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings
that the provision does not apply to any actions arising under the Securities Act or
Exchange Act.
Financial Statements
Note 9. Leases, page F-17
11.We note your revisions and response to prior comment 33.  Please address the following
related to your facility arrangement.  Revise your disclosures where necessary.

•Describe to us the components and the parties involved in this arrangement, including
the land and the respective facilities, and their respective owners and lease
arrangements.  Also tell us which property relates to your $3.0 million leasehold
improvements as disclosed in Note 5 on page F-13.
•Describe to us your arrangements related to the 20,000 sq. ft packhouse that is under
construction.
•Describe to us your rights and obligations under this arrangement, the term under the
arrangement, as well as your analysis as to whether you would qualify as a sublessee
under ASC 842. If this is a month-to-month arrangement for you, please prominently
disclose that fact.
•Reconcile for us the monthly payment of $15,300 to the short term lease expenses
you disclosed on F-17 and F-36, which appear to result in higher per month
expenses.

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 November 16, 2021 Page 6
 FirstName LastName
James E. Kras
Edible Garden AG Incorporated
November 16, 2021
Page 6
            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.
            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 Li Xiao at 202-551-4391 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Lauren Hamill at 303-844-1008 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Margaret K. Rhoda, Esq.

CORRESP
1
filename1.htm

edbl_corresp.htm

 November 1, 2021

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences
100 F Street, N.E.
Washington, DC 20549
Attn: Lauren Hamill

   Re:

   Edible Garden AG Incorporated

   Draft Registration Statement on Form S-1

   Submitted September 13, 2021

   CIK No. 0001809750

 Dear Ms. Hamill:

 On behalf of Edible Garden AG Incorporated (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated October 11, 2021, providing the Staff’s comments with respect to the Company’s Draft Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently filing via the EDGAR system a pre-effective amendment No. 1 to the Registration Statement (the “Amendment”).

 For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 Draft Registration Statement on Form S-1

 Market, Industry and Other Data, page ii

   1.

   We note your statements that (i) market and industry data included in the prospectus is subject to a number of assumptions and limitations and investors are cautioned not to give undue weight to such estimates and (ii) you have not independently verified any third party information and cannot assure investors of its accuracy or completeness. Such statements may imply an inappropriate disclaimer of responsibility with respect to such information. Please either delete these statements or specifically state that you are liable for the information related to the market and industry data and your internal research.

   Response: The Company respectfully acknowledges the Staff’s comment and deleted the disclosure on page ii of the Registration Statement in response.

 Our Company, page 1

   2.

   Where you include the map to illustrate your potential market reach by 2025, please:

   ·

  Expand your narrative disclosure to describe how you developed your estimates, including those included in the text in the green box in the lower right hand corner of the map, regarding current and potential market reach and provide the sources upon which you are basing your calculations as well as any material assumptions and limitations associated with your estimates; and

 November 1, 2021

 Page 2

   ·

  Revise to show your current operations given your disclosure on page 40 that you own or contract grower locations in California, Florida, Indiana, Michigan, New Jersey, New York, Ohio and Wisconsin.

   Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the Registration Statement to delete this map.

   3.

   Please revise your prospectus summary and Business sections to describe “controlled environment agriculture” and your “CEA greenhouse production design” in more detail, including the traditional and proprietary techniques and technologies you use to grow your products such as your “closed loop systems” and “hydroponic and vertical greenhouses.” Explain how these techniques and technologies allow you to grow your products “sustainably and safely while improving traceability.”

     Response: The Company respectfully acknowledges the Staff’s comment and has revised the Prospectus Summary on page 1 and Business section on pages 36 and 45 in the Registration Statement in response.

   4.

   Please revise your disclosure on pages 2 and 37 to explain what you mean when you say: “Our locally sourced program identifies local farms in the regional communities where we are selling our products to further highlight our tag line “Simply Local, Simply Fresh.”

     Response: The Company respectfully acknowledges the Staff’s comment and has revised the Prospectus Summary on page 2 and Business section on page 38 in the Registration Statement in response.

   5.

   With respect to any claims throughout the filing regarding your carbon footprint, please revise to disclose the basis for such claims. Examples include the following statements:

   ·

  On pages 1, 23 and 36: “We focus our efforts on producing our herbs and vegetables in an environmentally sustainable manner that will reduce consumption of natural resources, increase harvest efficiency and reduce our carbon footprint through the production and distribution process”; and

   ·

  On page 40: “Our Zero-Waste Inspired packaging innovations leverage the latest technology to reduce plastics, retailer shrink and extend shelf life - all leading to a reduced carbon footprint, less waste and sustainability.”

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Prospectus Summary on page 1, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) by deleting the reference to carbon footprint on page 23, and the Business section on pages 36, 41 and 45 in the Registration Statement in response.

   6.

   We note your statements on pages 1, 23 and 36 that you are “a leading consumer brand for sustainable hydroponically grown herbs and lettuces available nationwide” and that you “believe [your] leadership in next-generation farming positions [you] for significant growth.” Please revise to provide the basis for your claims and beliefs or revise as appropriate. With respect to the portion of the statement regarding your products’ nationwide availability, we note that it appears based on your graphics on page 2 and 37, and your disclosure on page 39, that your products are currently sold to supermarket stores and food distributors “across the Northeast, Midwest and Mid-Atlantic regions of the country.”

   Similarly, provide a basis for or revise as appropriate the following:

   ·

  Your stated belief on page 40 that “[your] commitment to sustainability positions [you] as a leading supplier in sustainability and zero-waste products”; and

   ·

  Your statement on page 42 that you are a “leading brand that is celebrated by [your] customers and business partners alike.”

 November 1, 2021

 Page 3

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement in response by removing the referenced statements on page 1, 23, 36, 40 and 42, and by updating the regions where our products are available on pages 41 and 42.

   7.

   We note your statement on page 2 that your controlled greenhouse facilities allow you to “grow consistent quality herbs and lettuces year-round.” We note similar references to the quality of your products throughout the prospectus, including risk factor disclosure on page 9 indicating that “[your] reputation and the quality of your brand are critical to your business and success in existing markets, and will be critical to [your] success as [you] enter new markets.” Please discuss in the summary prospectus and Business sections whether and how you intend to measure the quality and consistency of your products.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Prospectus Summary on page 1 and the Business section on page 36 in the Registration Statement in response.

   8.

   We note the following statement appearing on pages 2 and 37: “We believe that Edible Garden’s state-of-the-art facilities exceed food safety and handling standards with major food safety certifications and business licenses including those from Primus, GFSI, USDA Organic, non-GMO Project, HACCP and PACA.”

   ·

  Please explain the food safety certifications and business licenses Edible Garden has obtained, and describe the standards, metrics, and/or criteria for obtaining them so that investors understand their significance. Additionally, please revise this statement to explain the basis for management’ belief that Edible Garden’s facilities “exceed” food safety and handling standards.

   ·

  In the prospectus summary and throughout, please define all shorthand designations and acronyms at first use. Here, we note the acronyms “GFSI,” “USDA,” “HACCP” and “PACA” are used without definition.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Prospectus Summary on page 2 and the Business section on pages 37–38 in the Registration Statement in response.

   9.

   Please describe your proprietary “‘Green Thumb’ technology suite enterprise control center” referenced on pages 2 and 37, including how its use, in connection with your CEA greenhouse production design, allows you to “efficiently collect and analyze information data to increase yields and consistency.” Additionally, please provide the basis for the following statement on the same pages regarding expected yields: “We believe that by growing plants in a controlled and energy efficient environment, we will be able to grow more with less space and increase our returns on invested dollars. Using this approach, we believe our facilities can yield 1.5 to 2.0 times more produce than traditional greenhouses.”

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Prospectus Summary on page 1 and the Business section on page 36 in the Registration Statement in response.

 November 1, 2021

 Page 4

 Prospectus Summary, page 1

   10.

   In the prospectus summary and throughout your registration statement, please revise to define or explain the meaning of all material terms and phrases at first use. For instance, we note statements such as the following on page 1 that use terms without adequate context or definition: “Our focus on sustainability, traceability, local grow, zero waste and social contribution presents our value proposition to our customers and supermarket partners and distributors.”

   Please revise to define terms and phrases that appear to be significant to your business, including but not limited to the following:

   ·

  Controlled environment agriculture/controlled greenhouse environment;

   ·

  Sustainable/sustainably/sustainability;

   ·

  Environmentally friendly/eco-friendly/carbon neutral;

   ·

  Traceability;

   ·

  Zero-Waste Inspired mission;

   ·

  Closed looped systems and hydroponic methods;

   ·

  “GreenThumb” technology suite enterprise control center; and

   ·

  Social contribution.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement on pages 1, 36 and 45 in response.

 Summary Risk Factors, page 3

   11.

   We note that in the Summary Risk Factors and Risk Factors sections, you disclose that you have a history of losses and that there is substantial doubt about your ability to continue as a going concern. You also note in the Risk Factors that your auditors have issued a going concern qualification regarding your operations. Please revise your disclosure throughout your prospectus as follows:

   ·

  Balance your disclosure in the Prospectus Summary regarding your plans to “rapidly expand in key strategic markets across the country” and “quickly scale the business” by including discussion regarding your company’s recurring operating losses since inception, your expectation of incurring additional near-term losses, and your auditor’s going concern opinion;

   ·

  Disclose in the Risk Factors Summary, if true, that your ability to continue as a going concern beyond a certain point in time is contingent upon obtaining funding from sales of your securities in this offering. Disclose that if you cannot continue as a viable entity, your stockholders may lose some or all of their investment in your company; and

   ·

  Discuss the auditor’s going concern opinion in the Liquidity and Capital Resources discussion in your MD&A, addressing your financial condition, the uncertainties you face, such as your need to obtain additional financing, and the consequences for your business if you are unable to obtain additional financing.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the Prospectus Summary on page 2, Summary Risk Factors on page 3, MD&A on page 30, and Business section on page 38 of the Registration Statement in response.

 The Offering, page 5

   12.

   We note your disclosure under “Crowd SAFE (Crowdfunding Simple Agreement for Future Equity)” on page 54. Please revise the last two paragraphs at the end of “The Offering” section to address the shares of common stock that may be issuable to the SAFE Holders if they convert their SAFEs into shares of common stock.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in the Prospectus Summary on pages 5–6 of the Registration Statement in response.

 November 1, 2021

 Page 5

 Use of Proceeds, page 5

   13.

   Please also include debt repayment if that will be a material use of proceeds from this offering as indicated on page 20.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in the Prospectus Summary on page 5, Risk Factors on page 13 and Use of Proceeds on page 20 of the Registration Statement in response.

 Risk Factors

 We earned approximately 58% of our revenue from two customers..., page 8

   14.

   We note that a significant portion of your revenue for the six months ended June 30, 2021 was concentrated with two customers which comprised approximately 58% of your total revenue. Similarly, your revenue in the period from inception through December 31, 2020 was from one customer was approximately 34% of your revenue. Please discuss your dependence on your major customers in the Prospectus Summary and Business sections and discuss the material terms of your purchase or other agreements with such customers, if any. Please also file any such agreements as exhibits to the registration statement or tell us why you do not believe they are required to be filed. See Item 601(b)(10)(ii)(B) of Regulation S-K.

   Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure in the Prospectus Summary on page 3 and Business section on page 41 of the Registration Statement to address the Company’s customer concentration and its agreements with its customers.

   The Company does not believe any of its agreements with its customers are required to be filed pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K. The Company makes agreements with its customers on a purchase order basis, with no spend or purchase commitments, in the ordinary course of business. The Company and its customers enter into purchase orders on a daily basis. To date, no purchase order has exceeded 2.0% of the Company’s revenue for the particular quarter in which the products were delivered to the customer. Accordingly, while the Company has a concentration of customers, the Company does not consider any single purchase order to be material or that its business is substantially dependent on any purchase order.

 Concentration of ownership among our existing executive officers and directors..., page 13

   15.

   We note that there will be a concentration of ownership post-offering, such that your executive officers and directors “will be able to exercise a significant level of control over all matters requiring stockholder approval.” Per the table on page 53, it appears that Messrs. Kras and James each beneficially own 44.5% of your outstanding shares, with combined beneficial ownership of 89%. We have the following comments:

   ·

  Please tell us whether you will be considered a “controlled company” within the meaning of NASDAQ listing standards post-offering. If so, provide appropriate disclosure of your controlled company status on the prospectus cover page and r

United States securities and exchange commission logo
October 11, 2021
James E. Kras
Chief Executive Officer
Edible Garden AG Incorporated
283 County Road 519
Belvidere, NJ 07823
Re:Edible Garden AG Incorporated
Draft Registration Statement on Form S-1
Submitted September 13, 2021
CIK No. 0001809750
Dear Mr. Kras:
            We have reviewed your draft registration statement and have the following comments.  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 the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement 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
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Market, Industry and Other Data, page ii
1.We note your statements that (i) market and industry data included in the prospectus is
subject to a number of assumptions and limitations and investors are cautioned not to give
undue weight to such estimates and (ii) you have not independently verified any third
party information and cannot assure investors of its accuracy or completeness.  Such
statements may imply an inappropriate disclaimer of responsibility with respect to such
information. Please either delete these statements or specifically state that you are liable
for the information related to the market and industry data and your internal research.

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 October 11, 2021 Page 2
 FirstName LastName
James E. Kras
Edible Garden AG Incorporated
October 11, 2021
Page 2
Our Company, page 1
2.Where you include the map to illustrate your potential market reach by 2025, please:
•Expand your narrative disclosure to describe how you developed your estimates,
including those included in the text in the green box in the lower right hand corner of
the map, regarding current and potential market reach and provide the sources upon
which you are basing your calculations as well as any material assumptions and
limitations associated with your estimates; and
•Revise to show your current operations given your disclosure on page 40 that you
own or contract grower locations in California, Florida, Indiana, Michigan, New
Jersey, New York, Ohio and Wisconsin.
3.Please revise your prospectus summary and Business sections to describe "controlled
environment agriculture" and your "CEA greenhouse production design" in more detail,
including the traditional and proprietary techniques and technologies you use to grow your
products such as your "closed loop systems" and "hydroponic and vertical greenhouses."
Explain how these techniques and technologies allow you to grow your
products "sustainably and safely while improving traceability."
4.Please revise your disclosure on pages 2 and 37 to explain what you mean when you say:
"Our locally sourced program identifies local farms in the regional communities where we
are selling our products to further highlight our tag line “Simply Local, Simply Fresh."
5.With respect to any claims throughout the filing regarding your carbon footprint, please
revise to disclose the basis for such claims.  Examples include the following statements:
•On pages 1, 23 and 36:  "We focus our efforts on producing our herbs and vegetables
in an environmentally sustainable manner that will reduce consumption of natural
resources, increase harvest efficiency and reduce our carbon footprint through the
production and distribution process"; and
•On page 40:  "Our Zero-Waste Inspired packaging innovations leverage the latest
technology to reduce plastics, retailer shrink and extend shelf life - all leading to a
reduced carbon footprint, less waste and sustainability."
6.We note your statements on pages 1, 23 and 36 that you are "a leading consumer brand for
sustainable hydroponically grown herbs and lettuces available nationwide" and that
you "believe [your] leadership in next-generation farming positions [you] for significant
growth."  Please revise to provide the basis for your claims and beliefs or revise as
appropriate.  With respect to the portion of the statement regarding your products'
nationwide availability, we note that it appears based on your graphics on page 2 and 37,
and your disclosure on page 39, that your products are currently sold to supermarket stores
and food distributors "across the Northeast, Midwest and Mid-Atlantic regions of the
country."

Similarly, provide a basis for or revise as appropriate the following:
•Your stated belief on page 40 that "[your] commitment to sustainability positions

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 October 11, 2021 Page 3
 FirstName LastNameJames E. Kras
Edible Garden AG Incorporated
October 11, 2021
Page 3
[you] as a leading supplier in sustainability and zero-waster products"; and
•Your statement on page 42 that you are a "leading brand that is celebrated by [your]
customers and business partners alike."
7.We note your statement on page 2 that your controlled greenhouse facilities allow you to
"grow consistent quality herbs and lettuces year-round."  We note similar references to the
quality of your products throughout the prospectus, including risk factor disclosure on
page 9 indicating that "[your] reputation and the quality of your brand are critical to your
business and success in existing markets, and will be critical to [your] success as [you]
enter new markets."  Please discuss in the summary prospectus and Business sections
whether and how you intend to measure the quality and consistency of your products.
8.We note the following statement appearing on pages 2 and 37:  "We believe that Edible
Garden’s state-of-the-art facilities exceed food safety and handling standards with major
food safety certifications and business licenses including those from Primus, GFSI, USDA
Organic, non-GMO Project, HACCP and PACA."
•Please explain the food safety certifications and business licenses Edible Garden has
obtained, and describe the standards, metrics, and/or criteria for obtaining them so
that investors understand their significance.  Additionally, please revise this statement
to explain the basis for management' belief that Edible Garden's facilities "exceed"
food safety and handling standards.
•In the prospectus summary and throughout, please define all shorthand designations
and acronyms at first use.  Here, we note the acronyms "GFSI," "USDA," "HACCP"
and "PACA" are used without definition.
9.Please describe your proprietary "'Green Thumb' technology suite enterprise control
center" referenced on pages 2 and 37, including how its use, in connection with your CEA
greenhouse production design, allows you to "efficiently collect and analyze information
data to increase yields and consistency."  Additionally, please provide the basis for the
following statement on the same pages regarding expected yields:  "We believe that by
growing plants in a controlled and energy efficient environment, we will be able to grow
more with less space and increase our returns on invested dollars.  Using this approach,
we believe our facilities can yield 1.5 to 2.0 times more produce than traditional
greenhouses."
Prospectus Summary, page 1
10.In the prospectus summary and throughout your registration statement, please revise to
define or explain the meaning of all material terms and phrases at first use.  For instance,
we note statements such as the following on page 1 that use terms without adequate
context or definition:  "Our focus on sustainability, traceability, local grow, zero waste
and social contribution presents our value proposition to our customers and supermarket
partners and distributors."

Please revise to define terms and phrases that appear to be significant to your business,

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 October 11, 2021 Page 4
 FirstName LastName
James E. Kras
Edible Garden AG Incorporated
October 11, 2021
Page 4
including but not limited to the following:
•Controlled environment agriculture/controlled greenhouse environment;
•Sustainable/sustainably/sustainability;
•Environmentally friendly/eco-friendly/carbon neutral;
•Traceability;
•Zero-Waste Inspired mission;
•Closed looped systems and hydroponic methods;
•"GreenThumb" technology suite enterprise control center; and
•Social contribution.
Summary Risk Factors, page 3
11.We note that in the Summary Risk Factors and Risk Factors sections, you disclose that
you have a history of losses and that there is substantial doubt about your ability to
continue as a going concern.  You also note in the Risk Factors that your auditors have
issued a going concern qualification regarding your operations.  Please revise your
disclosure throughout your prospectus as follows:
•Balance your disclosure in the Prospectus Summary regarding your plans to "rapidly
expand in key strategic markets across the country" and "quickly scale the
business" by including discussion regarding your company's recurring operating
losses since inception, your expectation of incurring additional near-term losses, and
your auditor's going concern opinion;
•Disclose in the Risk Factors Summary, if true, that your ability to continue as a going
concern beyond a certain point in time is contingent upon obtaining funding from
sales of your securities in this offering.  Disclose that if you cannot continue as a
viable entity, your stockholders may lose some or all of their investment in your
company; and
•Discuss the auditor's going concern opinion in the Liquidity and Capital Resources
discussion in your MD&A, addressing your financial condition, the uncertainties you
face, such as your need to obtain additional financing, and the consequences for your
business if you are unable to obtain additional financing.
The Offering, page 5
12.We note your disclosure under "Crowd SAFE (Crowdfunding Simple Agreement for
Future Equity)" on page 54.  Please revise the last two paragraphs at the end of "The
Offering" section to address the shares of common stock that may be issuable to the SAFE
Holders if they convert their SAFEs into shares of common stock.
Use of Proceeds, page 5
13.Please also include debt repayment if that will be a material use of proceeds from this
offering as indicated on page 20.

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 October 11, 2021 Page 5
 FirstName LastName
James E. Kras
Edible Garden AG Incorporated
October 11, 2021
Page 5
Risk Factors
We earned approximately 58% of our revenue from two customers..., page 8
14.We note that a significant portion of your revenue for the six months ended June 30, 2021
was concentrated with two customers which comprised approximately 58% of your total
revenue.  Similarly, your revenue in the period from inception through December 31,
2020 was from one customer was approximately 34% of your revenue.  Please discuss
your dependence on your major customers in the Prospectus Summary and Business
sections and discuss the material terms of your purchase or other agreements with such
customers, if any.  Please also file any such agreements as exhibits to the registration
statement or tell us why you do not believe they are required to be filed.  See Item
601(b)(10)(ii)(B) of Regulation S-K.
Concentration of ownership among our existing executive officers and directors..., page 13
15.We note that there will be a concentration of ownership post-offering, such that your
executive officers and directors "will be able to exercise a significant level of control over
all matters requiring stockholder approval."  Per the table on page 53, it appears that
Messrs. Kras and James each beneficially own 44.5% of your outstanding shares, with
combined beneficial ownership of 89%. We have the following comments:
•Please tell us whether you will be considered a "controlled company" within the
meaning of NASDAQ listing standards post-offering.  If so, provide appropriate
disclosure of your controlled company status on the prospectus cover page and revise
this section and the Prospectus Summary, where appropriate, to indicate that you will
be a “controlled company" and the implications of such status, including whether you
plan to utilize any of the exemptions available to you;
•In your risk factor disclosure, please disclose all material risks associated with your
largest shareholders being your executive officers.   For example, please address the
potential for conflicts of interest and the impact on internal controls; and
•Revise the Prospectus Summary to address the risks of being a shareholder in a
company with concentrated ownership, and include information regarding the
controlling shareholders and their ability to impact your company and its stated
business strategies.
Public health outbreaks, epidemics or pandemics, including the global COVID-19 pandemic...,
page 15
16.In the COVID-19-related risk factor on pages 15-16, you state:  "Our operating results
have been and may continue to be impacted by the pandemic."  Revise your Business
section and any other relevant section to clarify this statement and describe with more
specificity how and to what degree the pandemic has impacted your operating results.
Use of Proceeds, page 20
17.We note your disclosure on page 52 that you "expect to repay the indebtedness to our

 FirstName LastNameJames E. Kras
 Comapany NameEdible Garden AG Incorporated
 October 11, 2021 Page 6
 FirstName LastNameJames E. Kras
Edible Garden AG Incorporated
October 11, 2021
Page 6
officers (other than the convertible notes)."  Please also disclose this as a use of proceeds
in this section.
Capitalization, page 21
18.Please address the following comments related to your capitalization:
•Include only long-term debt and equity as part of your capitalization;
•Provide a total capitalization balance that is double-underlined in the table;
•Revise to present balances, for example, total long term liabilities, that reconcile with
your balance sheet as of June 30, 2021;
•If you choose to present a cash balance, double underline it to clarify that it is not part
of your total capitalization;
•Revise to present the expected conversion from the convertible notes and Crowd
SAFEs in a pro forma column separate from the issuance and sale of shares in this
offering.  Additionally, revise to do the same for your dilution table on page 22, to
properly reflect the dilution to new investors participating in this offering; and
•You disclose that the capitalization table excludes the 5,000,000 shares of common
stock issuable under the Sament agreement.  Additionally, on page 54 you disclose
that if Sament does not earlier exercise this option, you expect the first option grants
of 2,225,000 shares to be automatically exercised upon the closing of this offering.
Tell us your consideration, and revise if necessary, to include this as part of your pro
forma column, together with the expected conversion of your convertible notes and
Crowd SAFE balances.
Dilution, page 21
19.Please tell us, or revise if necessary, how you have arrived at the historical net tangible
book (deficit) of $(5.490) million as of June 30, 2021.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 23
20.We note that you have provided a discussion of the "pro forma basis after giving effect to
the Asset Acquisition" financial information compared to the predecessor period ended
December 31, 2019.  Please note that pro forma results should not be discussed in
isolation and s