SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
    CORPORATION FINANCE  ``

November 5, 2020

Via Email

Ryan A. Montgomery
Chief Executive Officer
Reliv International, Inc.
136 Chesterfield Industrial Blvd.
Chesterfield, Missouri 63005

 Re: Reliv International, Inc.
  Preliminary Information  Statement  on Schedule 14C
  Filed on October 21, 2020
  File No. 0-19932

Schedule 13E -3
  Filed on October 22 , 2020
  File No. 5-48267

Dear Mr. Montgomery :

We have reviewed the above -captioned filing s 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 ame nding your filing s, by prov iding the requested
information  or by advising us when you will provide the requested response.  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 filing s, and any information you provide in
response to these comments, we may have additional comments.   All defined terms used in this
letter have the same meaning as in the preliminary information statement unless otherwi se
indic ated.

Schedule 13E -3

1. We note that the Schedule 13E -3 was filed on a later date th an the date on which the
preliminary Information Statement was filed.   We remind you of the requirement under
General Instruction D.1. of  Rule 13e -100 that the Schedule 13E -3 be filed on the same
day as the associated Schedule 14C.

Ryan A. Montgomery
Reliv International, Inc.
November 5 , 2020
Page | 2

 2. We note the disclosure that “Robert L. Montgomery, the Company’s Chairman, Stephen
M. Merrick, the Company’s corporate counsel and Secretary, and Donald McCain, a
substantial st ockholder, will each guarantee a portion of the Company’s obligations
under the Loan .”  Please advise us how  you determined that Messrs. Montgomery,
Merrick and McCain are not affiliates engaged in the Rule 13e -3 transaction that should
be identified as filing persons for purposes of Schedule 13E -3.

Exhibit A - Preliminary Information Statement on Schedule 14C

General

3. Please revise the Information Statement to clearly mark it as a “preliminary copy.”  See
Rule 14c -5(d)(1).

4. We note the statement on page 2 that “[t]his Information Statement is dated October 19,
2020 and is first being mailed to our stockholders on or about October 29, 2020 ,” as well
as similar references throughout the Information Statement to those two dates and to
November 18, 2020 as “20 calendar days  following the date this Information Statement
is first mailed to our stockholders.”  In your response, please advise  whether this
preliminary Information Statement was already mailed to stockholders .  Refer to Rule
14c-5(a).

Background of the Stock Split, pa ge 13

5. Please provide the legal basis on which you have determined that the disclosures
required by Item 1015 of Regulation M -A do not apply to the draft fairness opinion and
valuation analysis that Houlihan presented and provided to the Board on August 2 5,
2020.

Effects of the Stock Split, page 18

6. We note that the Company suffered net operating losses in the fiscal years ended
December 31, 2019 and December 31, 2018, as well as the three months ended June 30,
2020.  To the extent net operating losses e xist, or are anticipated to exist before the date
a definitive Information Statement is filed, please specify the constituency expected to
become the beneficiary of the Company’s future use of any net operating loss
carryforwards.  Please quantify that ben efit to the extent practicable.  See Instruction 2
to Item 1013(d) of Regulation M -A.

Ryan A. Montgomery
Reliv International, Inc.
November 5 , 2020
Page | 3

 Potential Disadvantages of the Stock Split to Stockholders; Accretion in Ownership and Control
of Certain Stockholders , page 18

7. We note your statement that “the Compan y will have the right to sell additional shares to
select persons after the Stock Option Transaction.”  Please revi se to clarify this
statement.  For example, t he “Stock Option Transaction” is an undefined term in the
Information Statement, and it is uncle ar what “right” of the Company and “select
persons” this statement is referring to.

Fairness of the Stock Split to Stockholders, page 21

8. The factors listed in Instruction 2 to Item 1014 of Regulation M -A are generally relevant
to each filing person’s fairness determination and should be discussed in reasonable
detail.  See Question Nos. 20 and 21 of Release No. 34 -17719 (April 13, 1981).  Please
revise this secti on to either include the factor  described in clause (iv) of Instruction 2 to
Item 1014 or  explain why such factor  was not deemed material or relevant.

9. We note your statement on page 23 that “[t]he proposed transaction price of $3.75 per
pre-split share does not include any discount for the lack of liquidity of our Common
Stock or for the minority status of the shares of our Common Stock owned by
unaffiliated stockholders .”  With a view towards disclosure, please provide the basis for
this statement in light of the fact that the transaction price is within the range of the
market prices of the Common Stock between July 1 and September 28, 2020 and lower
than the closing price on the last trading day prior to the initial announcement of the
Stock Split, according to the disclosure on page 7.  In your response, please address th e
fact that these market prices (1) likely reflect an illiquidity discount for the Common
Stock based on publicly available information regarding trading volume and (2)
potentially reflect a minority discount for the Common Stock given the fact that the
Company’s directors, executive officers and insiders currently beneficially own
approximately 40% of the outstanding shares of Common Stock.

Conduct of the Company’s Business After the Stock Split , page 30

10. We note the statements throughout the Informatio n Statement that “a stockholder could
decide whether to remain a stockholder or be cashed out by buying or selling shares in
the stock market so as to hold more or less than 2,000 shares of Common Stock
immediately prior to the Stock Split.”  Notwithstandi ng your disclosure in Item 6(c) of
the Schedule 13E -3 and in the last paragraph of this section on page 31 of the
Information Statement, please clarify what plans the Company has, if any, in the event
that shareholders buy and sell shares in the stock mark et such that the Stock Split does
not result in less than 300 record holders of your Common Stock on a post-split basis .

Ryan A. Montgomery
Reliv International, Inc.
November 5 , 2020
Page | 4

 Reservation of Rights, page 31

11. We note the disclosure that “the Board reserves the right, in its discretion, to (i) abandon
the Stock  Split prior to the proposed Effective Date, (ii) change the Redemption Price or
(iii) change  the ratio of the Stock Split (‘Split Ratio’ ) from 2,000 to a different figure
(between a range of a minimum Split Ratio of 500 to a maximum Split Ratio of 3,000) if
it determines that abandoning the Stock Split, changing the Redemption Price or
changing the Split Ratio is in the best interests of t he Company.”  Please disclose how
the Board will decide whether to abandon the Stock Split or change the Redemption
Price or Split Ratio , including the factors upon which those decisions  would be based , if
there are any factors that exist in addition to th ose set forth in the last paragraph on page
31.  Please also disclose whether there is a price range within which the Board may
change the Redemption Price  (similar to the minimum and maximum Split Ratios set
forth in the above -quoted statement) .

Financial Statements, page 32

12. With a view towards revised disclosure, please explain how the financial statements in
the Information Statement satisfy Item 13 of Schedule 13E -3.  For example, Item
1010(a) of Regulation M -A requires the furnishing of audited f inancial statements for
the two fiscal years required to be filed with the company’s most recent annual report,
and the Company’s most recent annual report on Form 10 -K reflects audited financial
statements for the fiscal year s ending on December 31, 2019 and December 31, 2018.  In
addition, Item 1010(b) of Regulation M -A requires, among other things, the furnishing
of unaudited comparative year -to-date statements of cash flows required to be filed in
the company’s most recent quarterly report, and the Comp any’s most recent quarterly
report on Form 10 -Q reflects statements of cash flows for the six months ended June 30,
2020 and June 30, 2019.  The Information Statement, however, includes only an
unaudited balance sheet as of June 30, 2020, an audited balanc e sheet as of December
31, 2019 and unaudited statements of net income (loss) and comprehensive income
(loss) for the three months and six months ended June 30, 2020 and June 30, 2019.

13. Please provide the disclosure required by Item 1010(a)(4) of Regulation M -A.

Security Ownership of Certain Beneficial Owners and Management, page 35

14. We note that in footnote (3) to the beneficial o wnership table, Renaissance Technologies
LLC’s  beneficial ownership appears to have been determined by reference to its
“Schedule 13F”  rather than its Schedule  13G.  However, Instruction 3 to Item 403 of
Regulation S -K generally  allow s a registrant to determine its shareholders’ beneficial
ownership solely by reference to a Schedule 13D or 13G, not a Form 13F.  Please revise
the benefici al ownership table to refer to Renaissance Technologies LLC’s  Schedule
13G, or advise.

Ryan A. Montgomery
Reliv International, Inc.
November 5 , 2020
Page | 5

 Available Information, page 36

15. Please confirm that the Company will post the Information Statement on a specified,
publicly -accessible Internet Web site (other than th e Commission’s EDGAR Web site)
and provide stockholders  with a notice informing them that the materials are available
and explaining how to access those materials.  Please refer to Release 34 -56135
available at http://www.sec.gov/rules/final/2007/34 -56135. pdf and Rule 14c -2(d).

Annex B -1 – Opinion of Houlihan Capital

16. We note that Houlihan’s opinion states that it is based in part upon “[m] anagement’s
three -year, pro forma financial projections for the years ending December 31, 2020
through 2022 .”  We furt her note that the  Board relied, in part, on Houlihan’s opinion in
determining that the Stock Split is fair to your unaffiliated stockholders .  Please disclose
management’s financial projections in the Information Statement .  See Item 1015(b)(6)
of Regulation M -A.

 We remind you that the filing person is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please direct any questions to me at (202) 551 -8729.

Sincerely,

        /s/ Valian A. Afshar

Valian A. Afshar
Special Counsel
Office of Mergers and Acquisitions

cc:  Jude M. Sullivan , Esq.
Howard & Howard Attorneys PLLC