SEC Comment Letter for ACQUIRED SALES CORP (LIFD) (CIK 0001391135) (LIFD) — Jan 27, 2020
ACQUIRED SALES CORP (LIFD) (CIK 0001391135)
Date: Jan. 27, 2020 · CIK: 0001391135 · Accession: 0000000000-20-000697
AI Filing Summary & Sentiment
File numbers found in text: 000-52520
Letter
January 24, 2020 Gerard Jacobs Chief Executive Officer Acquired Sales Corp. 31 N. Suffolk Lane Lake Forest, IL 60045 Re:Acquired Sales Corp. Preliminary Information Statement on Schedule 14C Filed January 17, 2020 File No. 000-52520 Dear Mr. Jacobs: 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. After reviewing your response to these comments, we may have additional comments. Preliminary Information Statement on Schedule 14C Filed January 17, 2020 General 1.Please discuss the background of the merger in greater detail, including the material legal and financial issues that led your board to approve the merger. Describe the negotiations or material contacts between the parties concerning the merger during the past two years and file any material agreements as exhibits. Refer to Item 14(b)(7) of Schedule 14A. Further, please provide a description of the merger agreement and all ancillary agreements, including all material terms. 2.In your background of the merger discussion, please describe the conditions to the merger that were outlined in the original letter of intent and the circumstances of how these conditions changed (e.g. the $9 million financing condition). 3.Please revise your description of the transaction to discuss the reasons for the terminated merger with CBD Lion LLC.
FirstName LastNameGerard Jacobs Comapany NameAcquired Sales Corp. January 24, 2020 Page 2 FirstName LastName Gerard Jacobs Acquired Sales Corp. January 24, 2020 Page 2 4.Please discuss in detail the bonus payments to be paid to current executive officers if Warrender Enterprises d/b/a Lifted Liquid meets its $15 million and $25 million revenue targets. 5.Please revise to describe your business plans post-merger. We note that pre-merger your business strategy was to acquire CBD-related operating entities, but upon completion of the merger your available capital will be limited. Please clarify if you still intend to continue with an acquisition strategy and, if so, how will you finance such strategy. 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 Derby, Staff Attorney, at (202) 551-3334 or Edwin Kim, Staff Attorney, at (202) 551-3297 with any questions. Sincerely, Division of Corporation Finance Office of Technology
Show Raw Text
January 24, 2020
Gerard Jacobs
Chief Executive Officer
Acquired Sales Corp.
31 N. Suffolk Lane
Lake Forest, IL 60045
Re:Acquired Sales Corp.
Preliminary Information Statement on Schedule 14C
Filed January 17, 2020
File No. 000-52520
Dear Mr. Jacobs:
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.
After reviewing your response to these comments, we may have additional comments.
Preliminary Information Statement on Schedule 14C Filed January 17, 2020
General
1.Please discuss the background of the merger in greater detail, including the material legal
and financial issues that led your board to approve the merger. Describe the negotiations
or material contacts between the parties concerning the merger during the past two years
and file any material agreements as exhibits. Refer to Item 14(b)(7) of Schedule 14A.
Further, please provide a description of the merger agreement and all ancillary
agreements, including all material terms.
2.In your background of the merger discussion, please describe the conditions to the merger
that were outlined in the original letter of intent and the circumstances of how these
conditions changed (e.g. the $9 million financing condition).
3.Please revise your description of the transaction to discuss the reasons for the terminated
merger with CBD Lion LLC.
FirstName LastNameGerard Jacobs
Comapany NameAcquired Sales Corp.
January 24, 2020 Page 2
FirstName LastName
Gerard Jacobs
Acquired Sales Corp.
January 24, 2020
Page 2
4.Please discuss in detail the bonus payments to be paid to current executive officers if
Warrender Enterprises d/b/a Lifted Liquid meets its $15 million and $25 million revenue
targets.
5.Please revise to describe your business plans post-merger. We note that pre-merger your
business strategy was to acquire CBD-related operating entities, but upon completion of
the merger your available capital will be limited. Please clarify if you still intend to
continue with an acquisition strategy and, if so, how will you finance such strategy.
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 Derby, Staff Attorney, at (202) 551-3334 or Edwin Kim, Staff
Attorney, at (202) 551-3297 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology