SecProbe.io

March 17, 2020
Andrew Bowden
Chief Executive Officer
Item 9 Labs Corp.
2727 North 3rd Street, Suite 201
Phoenix, AZ 85004
Re:Item 9 Labs Corp.
Preliminary Information Statement on Schedule 14C
Filed March 6, 2020
File No. 000-54730
Dear Mr. Bowden:
            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 March 6, 2020
General
1.Please revise your information statement to provide all of the information required by
Item 14 of Schedule 14A, as appropriate, including the Item 14(b)(8)-(11) financial
information, or advise.  See also Item 14(c)(2) of Schedule 14A.
2.Please revise to include a discussion as to the background of the transaction, including the
material issues discussed and key negotiated terms. The disclosure should provide
shareholders with an understanding of how, when, and why the material terms of your
proposed transaction evolved and why this transaction is being recommended as opposed
to any alternatives.  In your revised disclosure, please ensure that you address the
following:
•the material terms in the initial proposal and subsequent proposals and counter offers;
•identification of the parties involved;
•alternatives;

 FirstName LastNameAndrew Bowden
 Comapany NameItem 9 Labs Corp.
 March 17, 2020 Page 2
 FirstName LastName
Andrew Bowden
Item 9 Labs Corp.
March 17, 2020
Page 2
•valuations; and
•the Board’s basis for approving the proposed transaction.
3.Please provide the information required by Item 1004(a)(2) of Regulation M-A.  See also
Schedule 14A, Item 14(b)(4) or advise.
4.Please provide us with your detailed analysis as to how you determined that you are not
required to register the transaction under the Securities Act.
Additional Information, page 16
5.We note that you have incorporated by reference certain of the information required by
Item 14 of Schedule 14A.  Please note that this information may be incorporated by
reference to the same extent as would be permitted by Form S-4 pursuant to Item 14(e) to
Schedule 14A. As you do not appear to meet the requirements for use of Form S-3, please
revise the Schedule 14A to include the information required by Item 14(c).  Alternatively,
please advise us if you intend to rely upon Item 14(e)(2) to incorporate the required
information by reference and, if so, please confirm that you will deliver the information
incorporated by reference in the information statement to stockholders at the same time as
you send them the information statement.
            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.
            You may contact Jeffrey Gabor at 202-551-2544 or Celeste Murphy at 202-551-3257
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jessica M. Lockett, Esq.