SEC Comment Letter for 20 (AIDX) — Jul 24, 2018
20/20 Biolabs, Inc. (AIDX) (CIK 0001139685)
Date: July 24, 2018 · CIK: 0001139685 · Accession: 0000000000-18-022674
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-10816
Letter
Mail Stop 3561 July 24, 2018 Via E -mail Jonathan Cohen Chief Executive Officer 20/20 GeneSystems, Inc. 9430 Key West Ave. Rockville, MD 20850
Re: 20/20 GeneSystems, Inc. Amendment No. 2 to Offering Statement on Form 1 -A Filed July 11 , 2018 File No. 024-10816
Dear Mr. Cohen :
We have reviewed your amended offering statement 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 amending your offering statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendmen t is appropriate, please tell us why in your response.
After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 2 , 2018 letter .
Prospectus cover page
1. We note your response to comment 2. Please tell us the entity that will receive the 2% transaction fee that will function as a brokerage fee.
Summary, page 1
2. We note your responses to comments 3, 4, 5, and 7 related to the provisions contained in your Subscription Agreement regarding exclusive forum, venue and jurisdiction provisions , and the waiver of the right to a jury trial. Please advise us why you believe
Jonathan Cohen 20/20 GeneSystems, Inc. July 24, 2018 Page 2
these provisions are enforceable under applicable law, including any questions as to enforceability. Please also provide further risk factor disclosure, to include risks of such provisions related to increased cost.
3. Please provide an explicit statement, b oth in the disclosure and in the Subscription Agreement, that by agreeing to these provisions, investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder.
4. Please clarify w hether these provisions apply to secondary purchasers. If not, the differences between being a primary purchaser and a secondary purchaser should be clearly delineated in the offering circular, as should how this will be implemented.
5. We note your respons e to comment 6. Please revise risk factor disclosure and where appropriate to address the information in Sections 4(f) as to the representations of subscribers related to reviewing aspects of the company’s business.
You may contact Linda Cvrkel at (202) 551-3813 or Rufus Decker, Accounting Branch Chief, at (202) 551 -3769 if you have questions regarding comments on the financial statements and related matters. Please contact Hillary Daniels at (202) 551 -3959 or James Lopez, Legal Branch Chief, at (202) 55 1-3536 with any other questions.
Sincerely,
/s/ Pamela Howell
for
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Mail Stop 3561 July 24, 2018 Via E -mail Jonathan Cohen Chief Executive Officer 20/20 GeneSystems, Inc. 9430 Key West Ave. Rockville, MD 20850 Re: 20/20 GeneSystems, Inc. Amendment No. 2 to Offering Statement on Form 1 -A Filed July 11 , 2018 File No. 024-10816 Dear Mr. Cohen : We have reviewed your amended offering statement 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 amending your offering statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendmen t is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 2 , 2018 letter . Prospectus cover page 1. We note your response to comment 2. Please tell us the entity that will receive the 2% transaction fee that will function as a brokerage fee. Summary, page 1 2. We note your responses to comments 3, 4, 5, and 7 related to the provisions contained in your Subscription Agreement regarding exclusive forum, venue and jurisdiction provisions , and the waiver of the right to a jury trial. Please advise us why you believe Jonathan Cohen 20/20 GeneSystems, Inc. July 24, 2018 Page 2 these provisions are enforceable under applicable law, including any questions as to enforceability. Please also provide further risk factor disclosure, to include risks of such provisions related to increased cost. 3. Please provide an explicit statement, b oth in the disclosure and in the Subscription Agreement, that by agreeing to these provisions, investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder. 4. Please clarify w hether these provisions apply to secondary purchasers. If not, the differences between being a primary purchaser and a secondary purchaser should be clearly delineated in the offering circular, as should how this will be implemented. 5. We note your respons e to comment 6. Please revise risk factor disclosure and where appropriate to address the information in Sections 4(f) as to the representations of subscribers related to reviewing aspects of the company’s business. You may contact Linda Cvrkel at (202) 551-3813 or Rufus Decker, Accounting Branch Chief, at (202) 551 -3769 if you have questions regarding comments on the financial statements and related matters. Please contact Hillary Daniels at (202) 551 -3959 or James Lopez, Legal Branch Chief, at (202) 55 1-3536 with any other questions. Sincerely, /s/ Pamela Howell for John Reynolds Assistant Director Office of Beverages, Apparel, and Mining cc: Louis A. Bevilacqua, Esq. Bevilacqua PLLC