SEC Comment Letter for 20 (AIDX) — Dec 12, 2019
20/20 Biolabs, Inc. (AIDX) (CIK 0001139685)
Date: Dec. 12, 2019 · CIK: 0001139685 · Accession: 0000000000-19-016318
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-11056
Letter
December 11, 2019 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 Preliminary Offering Statement on Form 1-A Filed November 26, 2019 File No. 024-11056 Dear Mr. Cohen: We have reviewed your amended offering statement and have the following comment. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comment applies 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 this comment, we may have additional comments. Amendment No. 2 to Preliminary Offering Statement on Form 1-A Exhibits 1.We note the subscription agreement includes a fee shifting provision in Section 9. Please expand your disclosure to specify the types of actions subject to fee shifting and whether the provision is intended to apply to claims under the federal securities laws. Please also disclose whether purchasers of shares in a secondary transaction would be subject to these provisions. Please also clarify the level of recovery required by the plaintiff to avoid payment. Lastly, please specify who is subject to the provision and who is allowed to recover under the provision. Please include risk factor disclosure regarding the risk that the fee shifting provision could discourage shareholder lawsuits that might otherwise benefit the company and its shareholders.
FirstName LastNameJonathan Cohen Comapany Name20/20 GeneSystems, Inc. December 11, 2019 Page 2 FirstName LastName Jonathan Cohen 20/20 GeneSystems, Inc. December 11, 2019 Page 2 Please contact Ronald (Ron) Alper at 202-551-3329 or James Lopez at 202-551-3536 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Louis A. Bevilacqua
Show Raw Text
December 11, 2019
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 Preliminary Offering Statement on Form 1-A
Filed November 26, 2019
File No. 024-11056
Dear Mr. Cohen:
We have reviewed your amended offering statement and have the following comment.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.
Amendment No. 2 to Preliminary Offering Statement on Form 1-A
Exhibits
1.We note the subscription agreement includes a fee shifting provision in Section 9. Please
expand your disclosure to specify the types of actions subject to fee shifting and whether
the provision is intended to apply to claims under the federal securities laws. Please also
disclose whether purchasers of shares in a secondary transaction would be subject to these
provisions. Please also clarify the level of recovery required by the plaintiff to avoid
payment. Lastly, please specify who is subject to the provision and who is allowed to
recover under the provision. Please include risk factor disclosure regarding the risk that
the fee shifting provision could discourage shareholder lawsuits that might otherwise
benefit the company and its shareholders.
FirstName LastNameJonathan Cohen
Comapany Name20/20 GeneSystems, Inc.
December 11, 2019 Page 2
FirstName LastName
Jonathan Cohen
20/20 GeneSystems, Inc.
December 11, 2019
Page 2
Please contact Ronald (Ron) Alper at 202-551-3329 or James Lopez at 202-551-3536
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Louis A. Bevilacqua