SEC Company Response from LiveWire Ergogenics, Inc. (CIK 0001421289) — Sep 10, 2021
LiveWire Ergogenics, Inc. (CIK 0001421289)
Date: Sept. 10, 2021 · CIK: 0001421289 · Accession: 0001493152-21-022448
AI Filing Summary & Sentiment
File numbers found in text: 024-11593
Referenced dates: September 2, 2021
Letter
RE: Livewire Ergogenics, Inc.
LIVEWIRE ERGOGENICS, INC.
September 10, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
F. Street, N.E.
Washington, D.C. 20549
Amendment No. 1 to Offering Statement on Form 1-A
Filed August 19, 2021
File No. 024-11593
Ladies and Gentlemen:
On behalf of our Company, Livewire Ergogenics, Inc. (the “Company”), we are filing with the Securities and Exchange Commission (the “Commission”), Amendment No. 2 to the Offering Statement on Form 1-A (“Amendment No. 2”) relating to the issuance by the Company of up to the maximum offering of One Hundred Twenty Five Million (125,000,000) shares of Common Stock (the “Offering”).
This letter also sets forth the Company’s responses to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Commission contained in the Staff’s letter dated September 2, 2021 regarding your review of the Amended Offering Statement on Form 1-A, which was filed with the Commission on August 19, 2021.
For your convenience, the Staff’s comments have been repeated below in their entirety, with the Company’s response to a particular comment set out immediately underneath it. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter from the Staff. When indicated, the responses described below are included in Amendment No. 2. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in Amendment No 2.
Amendment No. 1 to Form 1-A Filed August 19, 2021
General
1. Please revise the heading on pages five through eight to reflect the correct periods of December 31, 2020 and December 31, 2019. In addition, please revise the filing to include the notes to unaudited consolidated financial statements, which you indicate on pages 1 through 8 are an integral part of these unaudited consolidated financial statements.
We have generally corrected pages 5-8 to refer to the correct periods. Regarding the Notes, we inadvertently labeled the entirety of the notes and the Management’s Discussion and Analysis under the heading “Management’s Discussion and Analysis”. We have corrected the headings so that the notes are under the correct heading.
If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me or our counsel, Smith Eilers, PLLC at (561) 484-7172.
Very
truly yours,
/s/
Bill Hodson
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CORRESP
1
filename1.htm
LIVEWIRE
ERGOGENICS, INC.
September
10, 2021
VIA
EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
100
F. Street, N.E.
Washington,
D.C. 20549
RE:
Livewire Ergogenics, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed August 19, 2021
File No. 024-11593
Ladies
and Gentlemen:
On
behalf of our Company, Livewire Ergogenics, Inc. (the “Company”), we are filing with the Securities and Exchange Commission
(the “Commission”), Amendment No. 2 to the Offering Statement on Form 1-A (“Amendment No. 2”) relating to the
issuance by the Company of up to the maximum offering of One Hundred Twenty Five Million (125,000,000) shares of Common Stock (the “Offering”).
This
letter also sets forth the Company’s responses to comments from the staff (the “Staff”) of the Division of Corporation
Finance of the Commission contained in the Staff’s letter dated September 2, 2021 regarding your review of the Amended Offering
Statement on Form 1-A, which was filed with the Commission on August 19, 2021.
For
your convenience, the Staff’s comments have been repeated below in their entirety, with the Company’s response to a particular
comment set out immediately underneath it. The headings and numbered paragraphs in this letter correspond to the headings and numbered
paragraphs in the comment letter from the Staff. When indicated, the responses described below are included in Amendment No. 2. Capitalized
terms used but not defined in this letter are intended to have the meanings ascribed to such terms in Amendment No 2.
Amendment
No. 1 to Form 1-A Filed August 19, 2021
General
1.
Please revise the heading on pages five through eight to reflect the correct periods of December 31, 2020 and December 31, 2019. In
addition, please revise the filing to include the notes to unaudited consolidated financial statements, which you indicate on pages
1 through 8 are an integral part of these unaudited consolidated financial statements.
We
have generally corrected pages 5-8 to refer to the correct periods. Regarding the Notes, we inadvertently labeled the entirety of the
notes and the Management’s Discussion and Analysis under the heading “Management’s Discussion and Analysis”.
We have corrected the headings so that the notes are under the correct heading.
If
you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact
me or our counsel, Smith Eilers, PLLC at (561) 484-7172.
Very
truly yours,
/s/
Bill Hodson
Bill
Hodson, CEO
Livewire
Ergogenics, Inc.
cc:
William
R. Eilers, Esq.
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