SEC Comment Letter for WEED, INC. (BUDZ) (CIK 0001393772) (BUDZ) — Aug 6, 2020
WEED, INC. (BUDZ) (CIK 0001393772)
Date: Aug. 6, 2020 · CIK: 0001393772 · Accession: 0000000000-20-007194
AI Filing Summary & Sentiment
File numbers found in text: 024-11152
Letter
United States securities and exchange commission logo August 6, 2020 Glenn E. Martin Chief Executive Officer WEED, Inc. 4920 N. Post Trail Tucson, AZ 85750 Re:WEED, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed July 15, 2020 File No. 024-11152 Dear Mr. Martin: 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 March 10, 2020 letter. Amendment No. 1 to Offering Statement on Form 1-A, filed July 15, 2020 Part II - Offering Circular Offering Circular Cover Page, page 1 1.We note your revised disclosure in response to comment 2, and it appears that certain investors will have the opportunity to purchase shares at different discounted prices depending on when they invest in your offering. It appears that this may result in shares being sold at different prices at the same time, or "at other than a fixed price," which is not permitted under Regulation A. See Rule 251(d)(3)(ii).
FirstName LastNameGlenn E. Martin Comapany NameWEED, Inc. August 6, 2020 Page 2 FirstName LastName Glenn E. Martin WEED, Inc. August 6, 2020 Page 2 Description of Business Cannabis Genomic Study The Research Plan, page 28 2.We note your response to comment 6, and your amended disclosure. However, your amended disclosure is not completely responsive to our comment. To provide a balanced disclosure for investors, please include risk factor disclosure regarding the risk that you may not be able to complete the research and clinical human trials described in your research plan. This risk factor disclosure should include the clinical trials to which you refer in all phases of your research plan, and not only your Sangre study. Part III - Exhibits, page 43 3.We note your response to comment 10, including that the Form of Securities Purchase Agreement referenced in the Original Filing is not the one that will be used in this offering. In this regard, please file the subscription agreement that will be used in this offering as an exhibit to your registration statement. See Item 17.4 of Form 1-A. Please contact Katherine Bagley at (202) 551-2545 or Jennifer Lopez-Molina at (202) 551-3792 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
August 6, 2020
Glenn E. Martin
Chief Executive Officer
WEED, Inc.
4920 N. Post Trail
Tucson, AZ 85750
Re:WEED, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed July 15, 2020
File No. 024-11152
Dear Mr. Martin:
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 March 10, 2020 letter.
Amendment No. 1 to Offering Statement on Form 1-A, filed July 15, 2020
Part II - Offering Circular
Offering Circular Cover Page, page 1
1.We note your revised disclosure in response to comment 2, and it appears that certain
investors will have the opportunity to purchase shares at different discounted prices
depending on when they invest in your offering. It appears that this may result in shares
being sold at different prices at the same time, or "at other than a fixed price," which is not
permitted under Regulation A. See Rule 251(d)(3)(ii).
FirstName LastNameGlenn E. Martin
Comapany NameWEED, Inc.
August 6, 2020 Page 2
FirstName LastName
Glenn E. Martin
WEED, Inc.
August 6, 2020
Page 2
Description of Business
Cannabis Genomic Study
The Research Plan, page 28
2.We note your response to comment 6, and your amended disclosure. However, your
amended disclosure is not completely responsive to our comment. To provide a balanced
disclosure for investors, please include risk factor disclosure regarding the risk that you
may not be able to complete the research and clinical human trials described in your
research plan. This risk factor disclosure should include the clinical trials to which you
refer in all phases of your research plan, and not only your Sangre study.
Part III - Exhibits, page 43
3.We note your response to comment 10, including that the Form of Securities Purchase
Agreement referenced in the Original Filing is not the one that will be used in this
offering. In this regard, please file the subscription agreement that will be used in this
offering as an exhibit to your registration statement. See Item 17.4 of Form 1-A.
Please contact Katherine Bagley at (202) 551-2545 or Jennifer Lopez-Molina at (202)
551-3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services