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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.
 James E. Kras
FirstName LastNameJames  E. Kras
Edible Garden AG Incorporated
Comapany
October 11,NameEdible
            2021      Garden AG Incorporated
October
Page 2 11, 2021 Page 2
FirstName LastName
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
 James E. Kras
FirstName LastNameJames  E. Kras
Edible Garden AG Incorporated
Comapany
October 11,NameEdible
            2021      Garden AG Incorporated
October
Page 3 11, 2021 Page 3
FirstName LastName
              [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,
 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,
FirstName          page 5
            LastNameJames     E. Kras
Comapany
13.         NameEdible
        Please            Garden
               also include       AG Incorporated
                            debt repayment if that will be a material use of
proceeds from this
Octoberoffering
         11, 2021as Page
                    indicated
                         4 on page 20.
FirstName LastName
 James E. Kras
FirstName LastNameJames  E. Kras
Edible Garden AG Incorporated
Comapany
October 11,NameEdible
            2021      Garden AG Incorporated
October
Page 5 11, 2021 Page 5
FirstName LastName
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
 James E. Kras
FirstName LastNameJames  E. Kras
Edible Garden AG Incorporated
Comapany
October 11,NameEdible
            2021      Garden AG Incorporated
October
Page 6 11, 2021 Page 6
FirstName LastName
         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 should not be presented with greater prominence than the
discussion of the
         historical financial statements required by Item 303 of Regulation
S-K. Revise to include
         a discussion of the historical financial statements.
Business, page 36

21.      With respect to your product photograph on page 39 depicting your bags
of premium cut
         herbs, please explain the "Exclusive Technology!" claim in the top
right hand corner.

         With respect to the discussion of your "Zero-Waste Inspired packing
innovations" in the
         second paragraph on page 40, we note that you claim to "leverage the
latest technology to
 James E. Kras
FirstName LastNameJames  E. Kras
Edible Garden AG Incorporated
Comapany
October 11,NameEdible
            2021      Garden AG Incorporated
October
Page 7 11, 2021 Page 7
FirstName LastName
         reduce plastics, retailer shrink, and extend shelf life..." We have
the following comments:
             Please quantify the time period by which your oxygen transfer rate
micro-perforated
             herb bags extend shelf life to the extent measured; and
             Please revise to explain what you mean by "retailer shrink" and
explain and quantify
             how your packaging innovations reduce it.
Brand Recognition and Large Customer Base, page 42

22.      We have the following comments on this section:
             We note that the heading of this section appears to be
inconsistent with your risk
            factor disclosure on page 8 which indicates that your customer base
is heavily
            concentrated, with just two customers accounting for approximately
58% of your
            total revenue during the six months ended June 30, 2021. Please
revise to reconcile
            this inconsistency;
             Please revise this section to briefly describe how you have
determined that you have
            strong "brand equity," which you claim as a competitive advantage
the Company
            benefits from. We note your statement that your "brand equity and
positioning as a
            leader in sustainability enables Edible Garden to partner with
companies such as
            Walmart to drive awareness around zero-waste initiatives, such as
through
            [your]participation in Walmart's Project Gigaton..." To help
provide context from
            which investors may evaluate this claim, please revise to disclose
the number of
            suppliers known to have signed on to Project Gigaton and whether
there were any
            selection criteria for participation in the project; and
             We note the following statement: "In a recent consumer survey, our
brand was
            recognized by 1 out [sic] 2 customers shopping in the supermarket
stores we sell our
            products. We view our recognized brand as evidence of our
leadership and relevant
            market share of the CEA industry." Please revise this disclosure to
provide context
            for the survey as follows. (1) Please revise to clarify whether you
commissioned the
            consumer survey, who conducted the survey, and when the survey took
place. Also
            revise to disclose the parameters used by the surveyor to determine
how many and
            which other consumer brands and products were presented in the
survey for
            comparative purposes. (2) Include a discussion of how shoppers were
selected for
            participation in the survey, the number of shoppers surveyed, the
number and
            percentage of shoppers that responded to the survey, and the number
and location of
            the supermarkets at which your surveys took place. (3) Revise to
explain and support
            management's view that brand recognition among surveyed customers
is "evidence of
            [your] leadership and relevant market share of the CEA industry."
23.      Please tell us the criteria you used in selecting the customers you
identified by name in
         this section and whether each of these customers has materially
contributed to your
         revenues.
Intellectual Property, page 43

24.      We note your disclosure on page 43 that you have four pending patent
applications. To
 James E. Kras
FirstName LastNameJames  E. Kras
Edible Garden AG Incorporated
Comapany
October 11,NameEdible
            2021      Garden AG Incorporated
October
Page 8 11, 2021 Page 8
FirstName LastName
         the extent such pending patents are deemed material to your business,
please expand your
         intellectual property disclosure to clearly describe on an individual
patent basis the type of
         patent protection being sought for each product or technology
(composition of matter, use,
         or process) and the jurisdiction, including any foreign jurisdiction,
of each material
         pending patent. Please also disclose the term of patent protection
coverage prior to
         expiry if such pending patents are granted.
Our Sustainability Plan, page 44

25.      We note your discussion regarding your "sustainability plan" on page
44. We have the
         following comments on this section:
             You state that you have "implemented a variety of sustainability
initiatives." Please
              revise to describe your initiatives, including how they are
consistent with achieving
              the six United Nations Sustainable Development Goals you
reference. Please also
              revise your disclosure to provide support for your claim that
"[your] current
              sustainability program is aligned with environmental, social and
governance ("ESG")
              best practices in the CEA space"; and
             We note your stated intention to prioritize and give back to
under-served
              communities where your facilities are or will be located. Please
revise your
              disclosure to explain in more detail what you mean by the
following statement as it
              pertains to your corporate investments: "Food banks, school
systems, community
              anti-hunger and social reintegration are all part of giving back
to these communities.
              These investments are very impactful and provide better economic
and social results
              in these underserviced areas."
Corporate History and Structure, page 45

26.      You disclose on page F-26 that all historical share amounts have been
adjusted to reflect
         the stock splits effected. However, the Sament option grant balances
appear to be
         presented pre-stock split. Please revise.
Management
Director Nominees, page 46

27.      We note your disclosure that director nominee Tracy Nazzaro joined
Traders Hill Farm as
         Chief Financial Officer in late 2015 and that she is presently its
President and General
         Manager. Please revise to clarify how long Ms. Nazzaro has held her
position as
         President and General Manager and whether she still serves as Traders
Hill Farm's Chief
         Financial Officer. If not, please revise to state the end date for
that position.
Executive and Director Compensation
Employment Agreements, page 50

28.      We note that in connection with entering into employment agreements
with Messrs. Kras
         and James in August 2021, these officers became eligible for annual
cash bonuses with a
 James E. Kras
FirstName LastNameJames  E. Kras
Edible Garden AG Incorporated
Comapany
October 11,NameEdible
            2021      Garden AG Incorporated
October
Page 9 11, 2021 Page 9
FirstName LastName
         target award amount equal to 100% of his base salary, to be based on
performance targets
         in the year of performance. To the extent these bonuses will be paid
based on the
         achievement of performance goals set in advance, please describe the
performance goals.
         To the extent quantifiable, please quantify the performance metrics.
Alternatively, if the
         bonuses will be awarded at the discretion of the board and no
performance goals will
         be set in advance, please disclose that fact.
Director Compensation, page 51

29.      We note your intention to implement an annual cash and equity
compensation program for
         your independent directors after this offering. Please advise whether
you plan to adopt a
         non-employee director compensation agreement that will become
effective upon the
         completion of this offering. If so, confirm that you will file such
agreement as an exhibit.
Consolidated Financial Statements for the Year Ended December 31, 2020
Report of Independent Registered Public Accounting Firm, page F-2

30.      Please have your auditors properly date their audit report in
accordance with AS 3101.
Note 2. Summary of Significant Accounting Policies
Inventory, page F-8

31.      Your state that inventory is reflected at the lower of the actual cost
of your inventory, as
         determined using the first-in, first-out method, or its current
estimated market
         value. Please revise to clarify, if true, that your inventory is
measured at the lower of cost
         or net realizable value consistent with ASC 330-10-35-1B.
Note 3. Asset Acquisition, page F-11

32.      Please revise to disclose the underlying assumptions utilized in the
determination of the
         Sament option value under the Black-Sholes model.
Note 9. Leases, page F-17

33.      On page 40, you disclosed that you leased the land upon which your
facility is built for
         $15,308.21 per month, with rent escalations every year based on a
fixed schedule; and that
         the current lease extends through at least 2029 with the possibility
of renewal for two
         subsequent five-year periods. Please reconcile for us that statement
to the table presented
         on F-17, which reconciles your undiscounted cash flow to your
operating lease liability.
         Revise if necessary.
34.      We note the table of locations and capacity on page 40 that includes a
number of contract
         growers. With regard to the capacity related to the contract growers,
please respond to the
         following comments:
             Describe to us and revise to expand, the detailed arrangements you
have with your
              contract growers. Clarify to what extent you arranged to use
their capacity, and
 James E. Kras
Edible Garden AG Incorporated
October 11, 2021
Page 10
           which party bears the inventory risk; and
             Tell us your consideration for whether you have the right to
control the use of the
           identified property under your arrangement with the contract
growers, for these
           arrangements to be accounted for as leases. Refer to ASC
842-10-15-3, 4, and 17
           through 26.
General

35.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
       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,
FirstName LastNameJames E. Kras
                                                            Division of
Corporation Finance
Comapany NameEdible Garden AG Incorporated
                                                            Office of Life
Sciences
October 11, 2021 Page 10
cc:       Margaret K. Rhoda, Esq.
FirstName LastName
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