Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 27, 2023, Edible Garden AG Incorporated (the "Company") received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq") regarding compliance with Nasdaq Listing Rule 5550(a)(4) (the "Rule") which requires the Company to have a minimum of 500,000 publicly held shares. The letter from Nasdaq indicated that according to its calculations, as of January 26, 2023, the date that the Company effected a 30-for-1 reverse split of its common stock, the Company no longer meets the requirements of the Rule.

This notice of noncompliance has no immediate impact on the continued listing or trading of the Company's securities on the Nasdaq Capital Market, which will continue to be listed and traded on Nasdaq, subject to the Company's compliance with the other Nasdaq continued listing requirements. The Company has until March 13, 2023 to submit a letter to Nasdaq with its plan to regain compliance with the Rule. If Nasdaq does not accept the Company's plan, Nasdaq will provide notice that the Company's common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

The notification has no immediate effect on the listing of the Company's common stock on Nasdaq. The Company intends to complete a public offering which the Company believes will bring it into compliance with the Rule and the minimum stockholders' equity requirement for continued listing on Nasdaq. The Company will continue to monitor its compliance with Nasdaq's listing standards and intends to take all reasonable measures available to regain compliance.





Forward-Looking Statements

This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words like "believe," "intend," "will," and "would" or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company's actual results to differ materially from its expectations or beliefs are disclosed in the "Risk Factors" section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to regain compliance with the Nasdaq Listing Standards and maintain the listing of its securities on Nasdaq, and its ability to complete a public offering of its securities. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.






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