Failure to Satisfy Listing Rule Form 8 K

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

On October 21, 2024, Edible Garden AG Incorporated (the "Company") received a letter from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the closing bid price of the Company's common stock for at least 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1 per share (the "Bid Price Rule").

Under Nasdaq Listing Rule 5810(c)(3)(A)(iv), because the Company has effected reverse stock splits in the last two years with a cumulative ratio greater than 250 shares to 1, the Company is not eligible for any compliance period to regain compliance with the Bid Price Rule. The Company's securities will be suspended from trading on Nasdaq at the opening of business on October 30, 2024 unless the Company timely appeals the Staff determination by requesting a hearing before a Nasdaq Hearings Panel (the "Panel").

The Company has until October 28, 2024 to request a hearing before the Panel. The Company intends to timely request a hearing before the Panel. The hearing request will automatically stay the suspension of the Company's securities from trading on Nasdaq until further action from the Panel. While the appeal is pending, the Company's common stock and warrants will continue to trade on the Nasdaq under the symbols "EDBL" and "EDBLW," respectively. There can be no assurance that the Panel will grant the Company additional time to regain compliance with Nasdaq's listing standards or that the Company could ultimately meet all applicable criteria for continued listing on Nasdaq.

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 "intend," "could," and "will," 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 Rules and maintain the listing of its securities on Nasdaq. 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.