Edible Garden AG Inc S-1, filed Aug 18, 2023

Edible Garden AG Inc (EDBL)

S-1 2023-08-18

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

	Per Unit	Total
Public offering price	$	$
Underwriting discounts and commissions⁽¹⁾
Proceeds to us, before expenses	$	$

ABOUT THIS PROSPECTUS		1
PROSPECTUS SUMMARY		2
THE OFFERING		6
RISK FACTORS		9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		12
USE OF PROCEEDS		13
CAPITALIZATION		14
DILUTION		15
DESCRIPTION OF SECURITIES		16
UNDERWRITING		20
LEGAL MATTERS		26
EXPERTS		26
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		26
WHERE YOU CAN FIND MORE INFORMATION		27

PROSPECTUS SUMMARY The following summary highlights information contained or incorporated by reference elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes and other documents incorporated by reference herein, as well as the information under the caption "Risk Factors" herein and under similar headings in the other documents that are incorporated by reference into this prospectus including documents that are filed after the date hereof. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the “Risk Factors” and other sections included in or incorporated by reference herein. In this prospectus, unless otherwise stated or the context otherwise requires, references to “Edible Garden,” the “Company,” “we,” “us,” “our,” or similar references mean Edible Garden AG Incorporated and its subsidiaries on a consolidated basis. Our Company Edible Garden is a controlled environment agriculture (“CEA”) farming company. We use traditional agricultural growing techniques together with technology to grow fresh, organic food, sustainably and safely while improving traceability. We use the controlled environment of traditional greenhouse structures, such as glass greenhouses, together with hydroponic and vertical greenhouses to sustainably grow organic herbs and lettuces. In our hydroponic greenhouse, we grow plants without soil. Instead of planting one row of lettuce in the ground, by using a vertical greenhouse, we can grow many towers of lettuce in the same area by planting up instead of planting across. Growing these products sustainably means that we avoid depleting natural resources in order to maintain an ecological balance, such as by renewing, reusing and recycling materials in order to lower the overall one-time use of materials. Our controlled greenhouse facilities allow us to grow consistent quality herbs and lettuces year-round, first by eliminating some of the variability of outdoor farming with our CEA techniques, and second by leveraging our proprietary software, “GreenThumb”. In addition to using hydroponic and vertical greenhouse systems, we use a “closed loop” system in our greenhouses. Generally, in a “closed loop” system, drain water is recollected and reused for irrigation. In our closed loop system, we also cycle water back into the system that has been collected through reverse osmosis. When compared to conventional agriculture, our closed looped systems and hydroponic methods use less land, less energy and less water (than legacy farms), thus conserving some of the planet’s limited natural resources. Our advanced systems are also designed to help mitigate contamination from harmful pathogens, including salmonella, e-coli and others. We have also developed patented software called GreenThumb that assists in tracking plants through our supply chain. Utilizing our GreenThumb software to track the status of our plants as they grow and move throughout the greenhouse allows us to add a layer of quality control due to the frequent monitoring of the growing process, leading to improved traceability. In this context, traceability means being able to track a plant through all stages of production and distribution. In addition to improving traceability, GreenThumb helps us better manage the day-to-day operations of our business. GreenThumb is a web-based greenhouse management and demand planning system that does the following:

	·	integrates in real-time with our cloud business software suite for monitoring daily sales data;
	·	generates reports by category, product, customer, and farm to allow us to analyze sales, trends, margins and retail shrink (spoiled product);
	·	provides dynamic pallet mapping for packout, which enables us to more efficiently ship our products;
	·	utilizes a proprietary algorithm that uses year-over-year and trending sales data to develop customer specific and aggregate product specific forecasting for our greenhouses;
	·	aggregates all greenhouse activity input to provide real-time inventory and availability reports of all products in our greenhouses;
	·	manages our online ordering system with user controlled product availability based upon greenhouse inventory;
	·	provides a route management system for coordinating the logistics of our direct store delivery program; and
	·	tracks all production activities at greenhouses, including sowing, spacing, dumping, spraying, picking and packing, using handheld devices.

As of June 30, 2023, we offer 34 stock keeping units “SKUs” and expect to further cross sell products across our supermarket partners to meet their demand. These products include:

	·	10 types of individually potted, live herbs;
	·	10 types of cut single-herb clamshells;
	·	2 specialty herb items;
	·	6 different types of lettuce;
	·	3 garden salad kits;
	·	hydro basil;
	·	bulk basil; and
	·	vegan protein powder.

Production and Properties We utilize prime greenhouse locations in the Northeast, Midwest and Mid-Atlantic regions of the country, allowing us to provide local fresh and organic products to these local communities. Our locally grown and delivered products using a network of sustainable greenhouse farms provide local communities, retailers and consumers the quality they demand with the food safety they expect. The communities, retailers and consumers benefit from this as this allows us to get our products to market in the shortest time without compromising the plant’s quality and nutritional value. The growing locations are chosen to be near key trucking lanes within hours of major cities to cut down on “food miles” and fuel costs. We believe our strategy enhances our products’ appeal to major consumer constituencies that desire products grown and delivered locally. Potential Growing Capacity Consistent year round growing that adheres to our stringent sustainability protocols occurs in greenhouse locations in Indiana, New Jersey, Michigan, and Wisconsin. The combination of: (1) our 5-acre, 200,000 square ft., flagship greenhouse location in Belvidere, NJ (“Flagship Facility”); (2) our recently acquired 5-acre, 200,000 square ft., Heartland Facility in Grand Rapids, Michigan (“Edible Garden Heartland”); and (3) over 480,000 square feet of available growing capacity in contracted greenhouse space from contract growers, enables us to use standardized methods and a suite of proprietary technology innovations to operate these hydroponic greenhouses and deliver consistent, fresh produce. Although we have access to this growing capacity at our contracted greenhouses, we do not use all of this capacity at any one time. We work with the contract growers to have products grown in locations that are near our customers, and because of changes in customer demand or the ability of the contract grower to meet the terms of our purchase orders, the locations where our products are grown change over time. We believe we have sufficient potential growing capacity with contract growers, at Edible Garden Heartland and at our Flagship Facility to supply products to our existing customers. Going Concern We have a history of operating losses since inception and expect to incur additional near-term losses. As discussed further in “Management’s Discussion and Analysis - Liquidity and Capital Resources,” included in the 2022 Form 10-K,which is incorporated herein by reference, our auditor has included a “going concern” explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 2022, expressing substantial doubt about our ability to continue as an ongoing business for the next twelve months. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we cannot secure the financing needed to continue as a viable business, our shareholders may lose some or all of their investment in us. Implications of Being an Emerging Growth Company and Smaller Reporting Company We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, we have included detailed compensation information for only our three most highly compensated executive officers and have not included a compensation discussion and analysis of our executive compensation programs in this prospectus. In addition, for so long as we are an “emerging growth company,” we will not be required to:

	·	engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);
	·	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;
	·	comply with new or revised accounting standards applicable to public companies as quickly as other public companies;
	·	submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes;” or
	·	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparison of the chief executive officer’s compensation to median employee compensation.

In addition, the JOBS Act provides that an “emerging growth company” can use the extended transition period for complying with new or revised accounting standards. We will remain an “emerging growth company” until the earliest to occur of:

	·	our reporting $1.235 billion or more in annual gross revenues;
	·	our issuance, in a three-year period, of more than $1 billion in non-convertible debt;
	·	the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeds $700 million on the last business day of our second fiscal quarter; and
	·	December 31, 2027.

We cannot predict if investors will find our securities less attractive because we may rely on these exemptions, which could result in a less active trading market for our securities and increased volatility in the price of our securities. Finally, we are a “smaller reporting company” (and may continue to qualify as such even after we no longer qualify as an emerging growth company) and accordingly may provide less public disclosure than larger public companies, including the inclusion of only two years of audited financial statements and only two years of management’s discussion and analysis of financial condition and results of operations disclosure. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

THE OFFERING

Issuer:				Edible Garden AG Incorporated

Securities offered by us:				Units, each Unit consisting of one share of our common stock and one warrant to purchase one share of our common stock. Each warrant will have an assumed exercise price of $ per share (100% of the assumed public offering price of one Unit), is exercisable immediately and will expire five years from the date of issuance. We are also offering to investors in Units that would otherwise result in the investor’s beneficial ownership exceeding 4.99% of our outstanding common stock immediately following the consummation of this offering the opportunity to invest in Units consisting of one Pre-Funded Warrant to purchase one share of common stock in lieu of one share of common stock and one warrant. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the common stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one share of common stock. The purchase price of each Unit including a Pre-Funded Warrant will be equal to the price per Unit including one share of common stock, minus $0.01, and the exercise price of each Pre-Funded Warrant will equal $0.01 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time in perpetuity until all of the Pre-Funded Warrants are exercised in full. The Units will not be certificated or issued in stand-alone form. The shares of our common stock (or Pre-Funded Warrants) and the warrants comprising the Units are immediately separable upon issuance and will be issued separately in this offering.

Number of shares of common stock being offered by us:				shares (or shares of common stock if the underwriters exercise their over-allotment option for shares in full).

Number of warrants being offered by us:				Warrants to purchase shares of common stock (or warrants to purchase shares of common stock if the underwriters exercise their over-allotment option for warrants in full).

Assumed public offering price:				$ per Unit, which is the assumed public offering price and the closing price of our common stock on Nasdaq on , 2023.

Common stock to be outstanding immediately prior to this offering:				shares

Common stock to be outstanding immediately after this offering:				shares⁽¹⁾(or shares of common stock if the underwriters exercise their over-allotment option for shares in full)

Over-allotment option:				We have granted the underwriters an option, exercisable for 45 days after the date of this prospectus, to purchase up to an additional shares of common stock at a purchase price of $ per share and/or warrants to purchase up to an additional shares of common stock at a purchase price of $0.01 per warrant less, in each case, the underwriting discounts payable by us, solely to cover over-allotments, if any.

Use of proceeds:				We intend to use the net proceeds from this offering for working capital, organizational build out, including the hiring of a chief operating officer and support and operational staff, completion of a packhouse at our New Jersey facility, potential acquisitions of existing greenhouses, and general corporate purposes. See “Use of Proceeds.”

Description of warrants:				Each warrant will have an exercise price per share of 100% of the public offering price per Unit, will be exercisable immediately and will expire on the fifth anniversary of the original issuance date. Each warrant is exercisable for one share of common stock, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock as described herein. Each holder of warrants will be prohibited from exercising its warrant for shares of our common stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common stock then issued and outstanding. However, any holder may increase such percentage to any other percentage not in excess of 9.99%. The terms of the warrants will be governed by a Warrant Agent Agreement, dated as of the closing date of this offering, between us and American Stock Transfer & Trust Company, LLC, as the warrant agent (the “Warrant Agent”). This offering also relates to the offering of the shares of common stock issuable upon the exercise of the warrants. For more information regarding the warrants, you should carefully read the section titled “Description of Securities — Warrants” in this prospectus.

Representative’s Warrants:				Upon the closing of this offering, we will issue to Maxim Group LLC or its designee, as the representative of the underwriters in this offering, warrants entitling it to purchase a number of shares of common stock equal to 5.0% of the shares of common stock sold in this offering at an exercise price equal to 110% of the public offering price in this offering (the “Representative’s Warrants”). The Representative’s Warrants shall be exercisable commencing six months after the closing of this offering and will expire five years after the effective date of the registration statement of which this prospectus forms a part. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the Representative’s Warrants.

Underwriter compensation:				The underwriters will receive an underwriting discount equal to 7.0% of the gross proceeds from the sale of securities in the offering, except that the discount will be reduced to 3.5% for any investors we introduce to the underwriters. We will also reimburse the underwriters for certain out-of-pocket actual expenses related to the offering. See “Underwriting.”

Nasdaq trading symbol:				Our common stock currently trades on Nasdaq under the symbol “EDBL.” We do not intend to list the Pre-Funded Warrants or warrants offered hereunder on any stock exchange.

Transfer agent, warrant agent and registrar:				The transfer agent and registrar for our common stock and the warrant agent for the warrants is American Stock Transfer & Trust Company, LLC.

Risk factors:				The securities offered by this prospectus are speculative and involve a high degree of risk. Investors purchasing securities should not purchase the securities unless they can afford the loss of their entire investment. See “Risk Factors” beginning on page 8.

(1)	The number of shares of our common stock to be outstanding following this offering is based on 2,827,082 outstanding shares of common stock as of August 17, 2023, and excludes:

	·	2,068,105 shares of our common stock issuable upon the exercise of the warrants at a weighted average exercise price of $15.10 per share (the “Outstanding Warrants”);
	·	316,651 shares of common stock available for issuance under our 2022 Equity Incentive Plan (the “2022 Plan”);
	·	14,964 shares of common stock issuable upon vesting of restricted stock units (“RSUs”) granted pursuant to the 2022 Plan;
	·	shares of our common stock issuable upon the exercise of the warrants to be issued in this offering; and
	·	shares of our common stock issuable upon the exercise of the Representative’s Warrants to be issued in this offering.

Unless otherwise indicated, this prospectus reflects and assumes that the following are not converted into, exchanged or exercised for shares of our common stock:

	·	2,068,105 shares of our common stock issuable upon the exercise of the Outstanding Warrants;
	·	14,964 shares of common stock issuable upon vesting of RSUs granted pursuant to the 2022 Plan;
	·	shares of our common stock issuable upon the exercise of the warrants to be issued in this offering; and
	·	shares of our common stock issuable upon the exercise of the Representative’s Warrants to be issued in this offering.

Unless otherwise indicated, this prospectus also assumes the following:

	·	no issuance of Pre-Funded Warrants; and
	·	no exercise by the underwriters of their option to purchase up to an additional shares of our common stock and/or warrants to purchase up to an additional shares of common stock from us to cover over-allotments, if any.
Unless otherwise noted, the share and per share information in this prospectus reflects the effect of the reverse stock split of the common stock at a ratio of 1-for-30, which became effective January 26, 2023.

	·	whether we achieve our anticipated corporate objectives;
	·	actual or anticipated fluctuations in our quarterly or annual operating results;
	·	changes in our financial or operational estimates;
	·	our ability to implement our operational plans;
	·	changes in the economic performance or market valuations of companies similar to ours; and
	·	general economic or political conditions in the United States or elsewhere.

	·	our history of losses and our ability to continue as a going concern;
	·	our ability to continue to access and operate our Belvidere, New Jersey facility;
	·	our market opportunity;
	·	our ability to effectively manage our growth;
	·	our ability to integrate business acquisitions;
	·	the effects of increased competition as well as innovations by new and existing competitors in our market;
	·	our ability to retain our existing customers and to increase our customer base;
	·	the future growth of the indoor agriculture industry and demands of our customers;
	·	our expected use of proceeds from this offering;
	·	our ability to maintain, or strengthen awareness of, our brand;
	·	our ability to expand the product lines we offer;
	·	our ability to maintain, protect, and enhance our intellectual property;
	·	future revenue, hiring plans, expenses and capital expenditures;
	·	our ability to comply with new or modified laws and regulations that currently apply or become applicable to our business;
	·	our ability to recruit and retain key employees and management personnel;
	·	our financial performance and capital requirements;
	·	the outcome of ongoing legal proceedings;
	·	the potential insufficiency of our disclosure controls and procedures to detect errors or acts of fraud;
	·	the potential lack of liquidity and trading of our securities; and
	·	our potential ability to obtain additional financing.

Proceeds:
Gross Proceeds		$
Discounts
Estimated Expenses
Net Proceeds		$

Uses:
Working capital and general corporate purposes		$
Potential acquisition of existing greenhouses⁽¹⁾
Completion of packhouse at New Jersey facility
Organizational build-out⁽²⁾
Total Uses		$

(1)	We have no current plans to acquire existing greenhouses, but we may do so as part of our growth strategy in the future.
(2)	Includes the hiring of a chief operating officer and support and operational staff.

	·	on an actual basis; and
	·	on an as adjusted basis to reflect the issuance and sale by us of $ in Units in this offering at the assumed public offering price of $ per Unit (assuming no issuance of Pre-Funded Warrants), after deducting underwriting discounts and commissions and estimated offering expenses payable by us and the receipt by us of the proceeds of such sale.

	As of June 30, 2023
	Unaudited,			As
*(In thousands)*	Actual			Adjusted

Cash and Cash Equivalents	$	1,368		$

Long-term debt, net of discounts		4,231
Long-term lease liabilities		—

Stockholders’ Equity
Common stock ($0.0001 par value, 10,000,000 shares authorized, 2,827,082 shares outstanding as of June 30, 2023; 10,000,000 shares authorized, shares outstanding on an as adjusted basis)		—
Additional paid in capital		27,249
Accumulated Deficit		(23,589	)
Total stockholders’ (deficit) equity		3,660
Total capitalization	$	7,891		$

	Sole Book-Running Manager
	Maxim Group LLC

Assumed offering price per share of common stock (attributing no value to warrants)			$
Actual Net tangible book value per share of common stock before this offering⁽¹⁾	$	1.24

Increase in net tangible book value per share attributable to new investors⁽²⁾	$
Net tangible book value per share after this offering⁽³⁾			$
Immediate dilution in net tangible book value per share to new investors			$

(1)	Determined by dividing (i) net tangible book value (total assets less intangible assets) less total liabilities by (ii) the total number of shares of common stock issued and outstanding prior to the offering.
(2)	Represents the difference between (i) as adjusted net tangible book value per share after this offering and (ii) net tangible book value per share as of June 30, 2023.
(3)	Determined by dividing (i) as adjusted net tangible book value, which is our net tangible book value plus the cash proceeds of this offering, after deducting the estimated offering expenses payable by us, by (ii) the total number of shares of common stock to be outstanding following this offering.

	·	the exercise price of the Pre-Funded Warrants is $0.01; and
	·	the Pre-Funded Warrants may be exercised on a cashless basis at any time.

	·	receipt and acceptance of our shares of common stock (or Pre-Funded Warrants) and warrants issued as part of the Units by the underwriters; and
	·	the underwriters’ right to reject orders in whole or in part.

	·	stabilizing transactions;
	·	short sales;
	·	purchases to cover positions created by short sales;
	·	imposition of penalty bids; and
	·	syndicate covering transactions.

	·	to any legal entity which is a qualified investor as defined in the Prospectus Directive;

	·	to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

	·	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by us or any underwriters of a prospectus pursuant to Article 3 of the Prospectus Directive.

	·	it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the issue or sale of the securities in circumstances in which Section 21(1) of the FSMA does not apply to us; and

	·	it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.

	·	our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 22, 2023 (the “2022 Form 10-K”);

	·	our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, filed with the SEC on May 15, 2023 and August 10, 2023, respectively;

	·	our Current Reports on Form 8-K filed with the SEC on January 10, 2023, January 25, 2023, January 31, 2023, February 8, 2023, February 15, 2023, April 10, 2023 and June 9, 2023;

	·	The information specifically incorporated by reference into the 2022 Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 26, 2023; and

	·	the description of our common stock contained in the registration statement on Form 8-A, filed with the SEC on April 29, 2022, and any amendment or report filed for the purpose of updating such description (including Exhibit 4.9 to the 2022 Form 10-K).

SEC registration fee	$	2,084
FINRA fees	$	3,336
Printing and engraving expenses	$	10,000
Accounting fees and expenses	$	50,000
Legal fees and expenses	$	200,000
Miscellaneous	$	20,000
Total	$	285,420

	·	transaction from which the director derived an improper personal benefit;
	·	act or omission not in good faith or that involved intentional misconduct or a knowing violation of law;
	·	unlawful payment of dividends or redemption of shares; or
	·	breach of the director’s duty of loyalty to the corporation or its stockholders.

	·	On October 26, 2022, we issued 1,526,183 shares of Series A Convertible Preferred Stock to Evergreen Capital Management LLC, in exchange for approximately $962,000 in principal, interest, and prepayment premium under the Amended and Restated Consolidated Senior Secured Promissory Note, dated as of June 30, 2022, between the parties, pursuant to exemption from registration under Section 3(a)(9) of the Securities Act.
	·	On August 30, 2022, we granted an aggregate of 5,586 shares of time-vested restricted common stock to Mathew McConnell and Ryan Rogers as compensation for their service as directors pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act.
	·	On June 30, 2022, we issued an amended and restated consolidated secured promissory note to Evergreen Capital Management LLC, in exchange for the consolidation of convertible notes that were due to mature on July 7, August 8, and August 22, 2022, pursuant to exemption from registration under Section 3(a)(9) of the Securities Act.
	·	On June 30, 2022, we issued 6,667 shares of common stock to Evergreen Capital Management LLC pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.
	·	From October 7, 2021 through March 30, 2022, we issued 15% original issue discount secured promissory notes to Evergreen Capital Management LLC, warrants to purchase an aggregate of 9,079 shares of our common stock for an aggregate of $3.2 million, and 2,667 shares of our common stock. As part of the private placement, Maxim received a cash fee equal to 6% of the private placement proceeds. The offering was conducted pursuant to an exemption from registration under the Securities Act in reliance upon Rule 506(b) promulgated under the Securities Act.
	·	From October 2020 through April 2021, we issued approximately $538 thousand through simple agreements for future equity pursuant to an exemption from registration under the Securities Act available under Regulation Crowdfunding for cash.

		Incorporated by Reference (Unless Otherwise Indicated)
Exhibit Number	Exhibit Title	Form	File	Exhibit	Filing Date

1.1	Form of Underwriting Agreement.	__	__	__	To be filed by amendment

3.1	Certificate of Incorporation.	Form S-1	333-260655	3.1	November 1, 2021

3.2	Certificate of Amendment to the Certificate of Incorporation filed September 8, 2021.	Form S-1	333-260655	3.2	November 1, 2021

3.3	Certificate of Amendment to the Certificate of Incorporation, filed May 3, 2022.	Form 10-Q	001-41371	3.1	June 21, 2022

3.4	Certificate of Amendment to the Certificate of Incorporation, filed January 24, 2023.	Form 8-K	001-41371	3.1	January 25, 2023

3.5	Certificate of Amendment to the Certificate of Incorporation, filed June 8, 2023.	Form 8-K	001-41371	3.1	June 9, 2023

3.6	Amended and Restated Bylaws of Edible Garden AG Incorporated.	Form S-1/A	333-260655	3.4	December 21, 2021

4.1	Form of IPO Warrant dated May 9, 2022.	Form S-1	333-268800	4.1	December 15, 2022

4.2	Warrant Agency Agreement, dated as of May 9, 2022, between the Company and American Stock Transfer & Trust Company, LLC.	Form 8-K	001-41371	4.2	May 10, 2022

4.3	Form of Maxim IPO Warrant dated May 9, 2022.	Form 8-K	001-41371	4.1	May 10, 2022

4.4	Form of Follow-On Warrant dated February 7, 2023.	Form 8-K	001-41371	4.1	February 8, 2023

4.5	Form of Maxim Follow-On Warrant dated February 7, 2023.	Form 8-K	001-41371	4.2	February 8, 2023

4.6	Warrant Agency Agreement dated as of February 7, 2023 between the Company and American Stock Transfer & Trust Company, LLC.	Form 8-K	001-41371	4.3	February 8, 2023

4.7	Common Stock Purchase Warrant, dated October 7, 2021.	Form S-1	333-260655	10.17b	November 1, 2021

4.8	Form of Subsequent Evergreen Common Stock Purchase Warrant.	Form S-1/A	333-260655	10.17d	March 24, 2022

4.9	Form of Warrant.	__	__	__	To be filed by amendment

4.10	Form of Pre-Funded Warrant.	__	__	__	To be filed by amendment

4.11	Form of Warrant Agency Agreement.	__	__	__	To be filed by amendment

4.12	Form of Representative’s Warrant (included in Exhibit 1.1).	__	__	__	To be filed by amendment

5.1	Opinion of Harter Secrest & Emery LLP.	__	__	__	To be filed by amendment

10.1+	Executive Employment Agreement, by and between the Company and James E. Kras, dated as of August 18, 2021.	Form S-1	333-260655	10.15	November 1, 2021

10.2+	First Amendment to Executive Employment Agreement, by and between the Company and James E. Kras, dated as of January 18, 2022.	Form S-1/A	333-260655	10.27	January 19, 2022

10.3+	Executive Employment Agreement, by and between the Company and Michael C. James, dated as of August 18, 2021.	Form S-1	333-260655	10.16	November 1, 2021

10.4+	First Amendment to Executive Employment Agreement, by and between the Company and Michael C. James, dated as of January 18, 2022.	Form S-1/A	333-260655	10.28	January 19, 2022

10.5+	Edible Garden AG Incorporated 2022 Equity Incentive Plan.	Form S-1/A	333-260655	10.22	January 19, 2022

10.6+	First Amendment to the Edible Garden AG Incorporated 2022 Equity Incentive Plan.	Form 8-K	001-41371	10.1	June 9, 2023

10.7+	Form of Director Restricted Stock Award Agreement under the Edible Garden AG Incorporated 2022 Equity Incentive Plan.	Form 10-Q	001-41371	10.6	November 10, 2022

10.8	Secured Promissory Note by the Company in favor of Sament Capital Investments, Inc., dated March 30, 2020.	Form S-1	333-260655	10.3	November 1, 2021

10.9	Security Agreement, by and between Sament Capital Investments, Inc. and the Company, dated March 30, 2020.	Form S-1	333-260655	10.4	November 1, 2021

10.10±	Asset Purchase Agreement with Real Estate, by and between Greenleaf Growers, Inc., NJD Investments, LLC, Soleri, LLC, Nicholas DeHaan, and 2900 Madison Ave Holdings, LLC, dated as of August 30, 2022.	Form 8-K	001-41371	10.1	September 6, 2022

10.11	Promissory Note, by and between 2900 Madison Ave Holdings, LLC and NJD Investments, LLC, dated as of August 31, 2022.	Form 8-K	001-41371	10.2	September 6, 2022

10.12	Mortgage, by and between 2900 Madison Ave Holdings, LLC and NJD Investments, LLC, dated as of August 30, 2022.	Form 8-K	001-41371	10.3	September 6, 2022

10.13	Security Agreement, by and between 2900 Madison Ave Holdings, LLC and NJD Investments, LLC, dated as of August 30, 2022.	Form 8-K	001-41371	10.4	September 6, 2022

10.14	Guaranty, by Edible Garden AG Incorporated, dated as of August 30, 2022.	Form 8-K	001-41371	10.5	September 6, 2022

21.1	List of Subsidiaries.	Form S-1	333-268800	21.1	December 15, 2022

23.1	Consent of Marcum LLP.	__	__	__	Filed herewith

23.2	Consent of Harter Secrest & Emery LLP (included in Exhibit 5.1).	__	__	__	To be filed by amendment

24.1	Power of Attorney (included on signature page hereto).	__	__	__	Filed herewith

107	Filing Fee Table.	__	__	__	Filed herewith

	(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the stimateed maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement or are contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

	(2)	For the purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4)	That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

	(i)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

	(ii)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	EDIBLE GARDEN AG INCORPORATED

	By:	/s/ James E. Kras
	Name:	James E. Kras
	Title:	Chief Executive Officer and President
		(principal executive officer)

Signature	Title	Date

/s/ James E. Kras	Chief Executive Officer, President and Director	August 18, 2023
James E. Kras	(principal executive officer)

/s/ Michael James	Chief Financial Officer, Treasurer, Secretary and Director	August 18, 2023
Michael James	(principal financial and accounting officer)

/s/ Pamela DonAroma	Director	August 18, 2023
Pamela DonAroma

/s/ Mathew McConnell	Director	August 18, 2023
Mathew McConnell

/s/ Ryan Rogers	Director	August 18, 2023
Ryan Rogers