SEC Comment Letter for 4Less Group, Inc. (FLES) (CIK 0001438901) — Apr 27, 2020
4Less Group, Inc. (FLES) (CIK 0001438901)
Date: April 27, 2020 · CIK: 0001438901 · Accession: 0000000000-20-003597
AI Filing Summary & Sentiment
File numbers found in text: 000-55089
Letter
United States securities and exchange commission logo April 27, 2020 Timothy Armes Chief Executive Officer 4Less Group, Inc. 106 W. Mayflower Las Vegas, Nevada 89030 Re:4Less Group, Inc. Preliminary Information Statement on Schedule 14C Filed April 20, 2020 File No. 000-55089 Dear Mr. Armes: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment 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 comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Information Statement on Schedule 14C General 1.Your disclosure suggests that this information statement relates to an amendment to your governing documents to decrease the company's authorized share capital to 1,000,000,000 shares. However, your most recently filed governing documents indicate that you only have 350,000,000 shares currently authorized. Please revise to clarify whether your amendment increases or decreases the authorized share capital and ensure consistency with your governing documents. To the extent you are decreasing your authorized common stock, please tell us how this enables you to raise funds for purposes such as equity financings, and to issue shares upon the exercise of convertible securities, as you disclose on page 5. As a related matter, we were unable to locate Exhibit A with the text of the amendment. Please include such exhibit in your amended filing. 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
FirstName LastNameTimothy Armes Comapany Name4Less Group, Inc. April 27, 2020 Page 2 FirstName LastName Timothy Armes 4Less Group, Inc. April 27, 2020 Page 2 action by the staff. You may contact Jennifer Lopez at 202-551-3792, or Erin Jaskot at 202-551-3442, with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
April 27, 2020
Timothy Armes
Chief Executive Officer
4Less Group, Inc.
106 W. Mayflower
Las Vegas, Nevada 89030
Re:4Less Group, Inc.
Preliminary Information Statement on Schedule 14C
Filed April 20, 2020
File No. 000-55089
Dear Mr. Armes:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Information Statement on Schedule 14C
General
1.Your disclosure suggests that this information statement relates to an amendment to your
governing documents to decrease the company's authorized share capital to 1,000,000,000
shares. However, your most recently filed governing documents indicate that you only
have 350,000,000 shares currently authorized. Please revise to clarify whether your
amendment increases or decreases the authorized share capital and ensure
consistency with your governing documents. To the extent you are decreasing your
authorized common stock, please tell us how this enables you to raise funds for purposes
such as equity financings, and to issue shares upon the exercise of convertible securities,
as you disclose on page 5. As a related matter, we were unable to locate Exhibit A with
the text of the amendment. Please include such exhibit in your amended filing.
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
FirstName LastNameTimothy Armes
Comapany Name4Less Group, Inc.
April 27, 2020 Page 2
FirstName LastName
Timothy Armes
4Less Group, Inc.
April 27, 2020
Page 2
action by the staff.
You may contact Jennifer Lopez at 202-551-3792, or Erin Jaskot at 202-551-3442, with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services