SEC Comment Letter for Gratitude Health, Inc. (CIK 0001489588) — Apr 29, 2020
Gratitude Health, Inc. (CIK 0001489588)
Date: April 29, 2020 · CIK: 0001489588 · Accession: 0000000000-20-003669
AI Filing Summary & Sentiment
File numbers found in text: 333-170715
Letter
United States securities and exchange commission logo April 29, 2020 Zalmi Duchman Chief Executive Officer Gratitude Health, Inc. 4014 Chase Ave, #212 Miami Beach, FL 33140 Re:Gratitude Health, Inc. Current Report on Form 8-K Filed April 22, 2020 File No. 333-170715 Dear Mr. Duchman: Our initial review of your filing indicates that it fails in numerous material respects to comply with the requirements of the Securities Exchange Act of 1934, the rules and regulations thereunder and the requirements of the form. More specifically: It appears from your disclosure that you were a shell company as that term is defined in Rule 12b-2 under the Exchange Act prior to the reverse merger, as you had no or nominal operations and no or nominal non-cash assets. As a result, please amend your Form 8-K as required by Item 2.01(f) of Form 8-K to provide the complete information for Home Bistro, Inc. that would be required if you were filing a general form for registration of securities on Form 10 under the Exchange Act. We will provide more detailed comments relating to your filing following our review of a substantive amendment that addresses these deficiencies. Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Erin Purnell, Staff Attorney, at (202) 551-3454 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Peter Gennuso
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United States securities and exchange commission logo
April 29, 2020
Zalmi Duchman
Chief Executive Officer
Gratitude Health, Inc.
4014 Chase Ave, #212
Miami Beach, FL 33140
Re:Gratitude Health, Inc.
Current Report on Form 8-K
Filed April 22, 2020
File No. 333-170715
Dear Mr. Duchman:
Our initial review of your filing indicates that it fails in numerous material respects to
comply with the requirements of the Securities Exchange Act of 1934, the rules and regulations
thereunder and the requirements of the form. More specifically:
It appears from your disclosure that you were a shell company as that term is defined in
Rule 12b-2 under the Exchange Act prior to the reverse merger, as you had no or nominal
operations and no or nominal non-cash assets. As a result, please amend your Form 8-K as
required by Item 2.01(f) of Form 8-K to provide the complete information for Home
Bistro, Inc. that would be required if you were filing a general form for registration of
securities on Form 10 under the Exchange Act.
We will provide more detailed comments relating to your filing following our review of a
substantive amendment that addresses these deficiencies.
Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Erin Purnell, Staff
Attorney, at (202) 551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Peter Gennuso