(Exact name of registrant as specified in its charter)
Table 1: Newly Registered Securities
Security Type
Security Class Title(2)
Fee Calculation Rule
Amount Registered
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price(1)
Fee Rate
Amount of Registration Fee
Fees to Be Paid
Equity
Units consisting of either one share of Common Stock, par value $0.0001 per share or one Pre-funded Warrant to purchase one share of Common Stock, and one Warrant to purchase one share of Common Stock
457
(o)
-
-
$
9,775,000
0.0001102
$
1,077.21
Fees Previously Paid
Equity
Common Stock included as part of the Unit
457
(g)
-
-
-
-
-
Fees Previously Paid
Equity
Pre-funded Warrants to purchase shares of Common Stock included as part of the Units
457
(g)
-
-
-
-
-
Fees to Be Paid
Equity
Common Stock Underlying Pre-funded Warrants
457
(g)
-
-
-
-
Fees Previously Paid
Equity
Warrants to purchase shares of Common Stock included as part of the Units
457
(g)
-
-
-
-
-
Fees to Be Paid
Equity
Common Stock Underlying Warrants
457
(o)
-
-
$
9,775,000
0.0001102
$
1,077.21
Fees Previously Paid
Equity
Representative's Warrants to purchase Common Stock(3)
457
(g)
-
-
-
-
-
Fees to Be Paid
Equity
Common Stock Underlying Representative's Warrants
457
(o)
-
-
$
537,625.00
0.0001102
$
59.25
Total Offering Amounts
$
20,087,625
$
2,213.66
Total Fees Previously Paid
$
0.00
Total Fee Offsets
$
2,213.66
(4)
Net Fee Due
$
0.00
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”) and includes shares of common stock and/or warrants that may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(2)
Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(3)
The Representative's Warrants are exercisable for a number of shares of common stock equal to 5.0% of the number of shares of common stock sold in this offering, at a per share exercise price equal to 110% of the public offering price. The Representative's Warrants are exercisable commencing six months immediately following the closing of this offering and expire five years after the closing of this offering. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. Resales of shares of common stock issuable upon exercise of the Representative’s Warrants on a delayed or continuous basis pursuant to Rule 415 under the Securities Act are also registered hereby.
(4)
Earlier paid on November 1, 2021 as set forth in Table 2 below.
Table 2 - Fee Offset Claims and Sources
Registrant Name
Form or Filing Type
File Number
Initial Filing Date
Filing Date
Fee Offset Claimed
Security Type Associated with Fee Offset Claimed
Security Title Associated with Fee Offset Claimed
Unsold Securities Associated with Fee Offset Claimed
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
Edible Garden AG Incorporated
S-1(1)
333-260655
11/1/2021
$
2,213.66
Equity
Common stock, par value $0.0001 per share
$
57,632,250.00
Fee Offset Sources
Edible Garden AG Incorporated
S-1(1)
333-260655
4/26/2022
$
8,612.00
(1)
The Registrant has completed any offering that included the unsold securities under the prior registration statement.
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