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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
 James E. Kras
FirstName LastNameJames   E. Kras
Edible Garden AG Incorporated
Comapany 16,
November  NameEdible
              2021    Garden AG Incorporated
November
Page 2    16, 2021 Page 2
FirstName LastName
              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.
 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
FirstName LastNameJames
          flagship propertyE.is Kras
                                aware of the packhouse construction project and
whether you
Comapany anticipate
          NameEdible theGarden   AG Incorporated
                         construction  project may have any material impact on
your ability to
          maintain  your
November 16, 2021 Page 3  access to the property.
FirstName LastName
 James E. Kras
FirstName LastNameJames   E. Kras
Edible Garden AG Incorporated
Comapany 16,
November  NameEdible
              2021    Garden AG Incorporated
November
Page 4    16, 2021 Page 4
FirstName LastName
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.
 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
FirstName LastNameJames
               disclose that fact.E. Kras
Comapany      Reconcile
               NameEdible forGarden
                              us the monthly payment of $15,300 to the short
term lease expenses
                                      AG Incorporated
               you disclosed on F-17 and F-36, which appear to result in higher
per month
November 16, 2021 Page 5
               expenses.
FirstName LastName
 James E. Kras
FirstName LastNameJames   E. Kras
Edible Garden AG Incorporated
Comapany 16,
November  NameEdible
              2021    Garden AG Incorporated
November
Page 6    16, 2021 Page 6
FirstName LastName
        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.
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