SEC Comment Letter for SHINECO, INC. (SISI) (CIK 0001300734) (SISI) — Aug 30, 2016
SHINECO, INC. (SISI) (CIK 0001300734)
Date: Aug. 30, 2016 · CIK: 0001300734 · Accession: 0000000000-16-090719
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File numbers found in text: 333-202803
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August 30 , 201 6
Yuying Zhang
Chief Executive Officer
Shineco, Inc.
2nd Floor, Wanyuan Business Center
10 N Hongda Road
Daxing District, Beijing 100176
People’s Republic of China
Re: Shineco, Inc.
Post-effective Amendment to Form S-1
Filed August 19 , 201 6
File No. 333-202803
Dear Mr. Zhang :
We have reviewed your post -effective amendment 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 registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
General
1. Please revise throughout the prospectus to avoid defining the term “promptly.” To this
end please delete the phrase “ within one business day ” throughout.
2. We note your response to our prior comments 1 and 10. If you will be selling the shares
underlying the und erwriter warrants pursuant to Rule 415(a)(1)(iii) please provide the
undertakings required by Item 512(a) of Regulation S -K and check the box indicating this
reliance on the registration statement cover page. If you will not be offering or selling
the war rants pursuant to Rule 415 please tell us why this is the case.
Yuying Zhang
Shineco, Inc.
August 30 , 201 6
Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our c omments, before we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please contact John Dana Brown at (202) 551 -3859 or me at (202) 551 -3611 with any
questions.
Sincerely,
/s/ A.N. Parker
Anne Nguyen Parker
Assistant Director
Office of Transportation and Leisure
cc: Anthony W. Basch
Kaufman & Canoles, P.C.