SEC Comment Letter for 20 (AIDX) — Aug 10, 2018
20/20 Biolabs, Inc. (AIDX) (CIK 0001139685)
Date: Aug. 10, 2018 · CIK: 0001139685 · Accession: 0000000000-18-024789
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-10816
Letter
Mail Stop 3561 August 9 , 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. 3 to Offering Statement on Form 1 -A Filed August 1 , 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 amendment 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 4, 2018 letter .
Summary, page 1
1. We note your response to comment 2 and revised disclosure on page 18 about exclusive forum and waiver of jury trial. You state that “it is possible that a judge would find these provisions unenforceable.” Please f urther clarify whether there is a question as to the enforceability of the jury trial provision and specifically address why you believ e the provision is enforceable under federal and state law.
2. We note your response to comment 4. Please further address the differentiation between being a primary purchaser and a secondary purchaser in your offering and provide further
Jonathan Cohen 20/20 GeneSystems, Inc. August 9 , 2018 Page 2
details as to how this will be implemented and impact shareholders. As non -exclusive examples, please address whether the provision will essentially create two classes of shareholders with different rights and how the differences will impact a single purchaser who may buy shares in both the primary offering and the secondary market. Please consider an additional risk factor as necessary .
3. We note your revised disclosure on page 6 and response to comment 5. Please revise to clarify “online chat or commentary functions.” F or example, it is unclear which members of management, if any, will answer all questions in online cha t or commentary functions.
You may contact Linda Cvrkel at (202) 551 -3813 or Rufus Decker, Accounting Branch Chief, at (202) 551 -3769 if you have questi ons 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) 551 -3536 with any other questions.
Sincerely,
/s/ Brigitte Lippmann (for)
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Mail Stop 3561 August 9 , 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. 3 to Offering Statement on Form 1 -A Filed August 1 , 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 amendment 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 4, 2018 letter . Summary, page 1 1. We note your response to comment 2 and revised disclosure on page 18 about exclusive forum and waiver of jury trial. You state that “it is possible that a judge would find these provisions unenforceable.” Please f urther clarify whether there is a question as to the enforceability of the jury trial provision and specifically address why you believ e the provision is enforceable under federal and state law. 2. We note your response to comment 4. Please further address the differentiation between being a primary purchaser and a secondary purchaser in your offering and provide further Jonathan Cohen 20/20 GeneSystems, Inc. August 9 , 2018 Page 2 details as to how this will be implemented and impact shareholders. As non -exclusive examples, please address whether the provision will essentially create two classes of shareholders with different rights and how the differences will impact a single purchaser who may buy shares in both the primary offering and the secondary market. Please consider an additional risk factor as necessary . 3. We note your revised disclosure on page 6 and response to comment 5. Please revise to clarify “online chat or commentary functions.” F or example, it is unclear which members of management, if any, will answer all questions in online cha t or commentary functions. You may contact Linda Cvrkel at (202) 551 -3813 or Rufus Decker, Accounting Branch Chief, at (202) 551 -3769 if you have questi ons 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) 551 -3536 with any other questions. Sincerely, /s/ Brigitte Lippmann (for) John Reynolds Assistant Director Office of Beverages, Apparel, and Mining cc: Louis A. Bevilacqua, Esq. Bevilacqua PLLC