SEC Comment Letter for Social Life Network, Inc. (WDLF) (CIK 0001281984) (WDLF) — Mar 27, 2020
Social Life Network, Inc. (WDLF) (CIK 0001281984)
Date: March 27, 2020 · CIK: 0001281984 · Accession: 0000000000-20-002700
AI Filing Summary & Sentiment
File numbers found in text: 000-55961
Referenced dates: March 18, 2020
Show Raw Text
March 27, 2020
Kenneth Tapp
Chief Executive Officer
Social Life Network, Inc.
3465 S Gaylord Ct., Suite A509
Englewood Colorado 80113
Re:Social Life Network, Inc.
Revised Preliminary Information Statement
Filed March 24, 2020
File No. 000-55961
Dear Mr. Tapp:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
References to prior comments are to those in our letter dated March 18, 2020.
After reviewing your response to these comments, we may have additional comments.
Revised Preliminary Information Statement filed March 24, 2020
General
1.We note your response to prior comment 2. Regardless of whether the company intends
to conduct a spinout of MjLink, you should provide disclosure of the number of
authorized but unreserved shares that will be available for issuance after the number of
authorized shares of common stock is increased from 2.5 billion shares to 10 billion
shares. Please revise.
2.Under Action 3, disclose how the Class B common shares will be treated in the reverse
stock split. Also disclose whether the number of shares issuable under the convertible
notes will be adjusted for the reverse stock split ratio.
FirstName LastNameKenneth Tapp
Comapany NameSocial Life Network, Inc.
March 27, 2020 Page 2
FirstName LastName
Kenneth Tapp
Social Life Network, Inc.
March 27, 2020
Page 2
3.We note your response to prior comment 5. Revise your disclosure under "No Effect of
Reverse Stock Split On Number of Ten Billion Authorized Shares" to use the correct
minimum ratio (i.e., 1 for 5,000 instead of 1 for 5) and to correctly calculate the number
of authorized shares and unreserved shares that would be available for issuance if the
reverse stock split ratio is 1 for 5,000 or 1 for 25,000. Consider using tabular disclosure to
show the number of Class A and Class B shares that would be outstanding, the number
reserved for issuance and the number of authorized and unreserved shares available for
issuance at each ratio.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Frederick M. Lehrer