Correspondence 0001493152-24-025704 from Bioquest Corp (BQST) (CIK 0001568628) (BQST)
Bioquest Corp (BQST) (CIK 0001568628)
Date: July 1, 2024 · CIK: 0001568628 · Accession: 0001493152-24-025704
AI Filing Summary & Sentiment
File numbers found in text: 024-12436
Referenced dates: June 11, 2024
Letter
Division of Corporation Finance Office of Life Sciences Offering Statement on Form 1-A Filed May 15, 2024 File No. 024-12436
Re: Bioquest Corp.
Dear Ms. Hamill:
We are in receipt of your letter dated June 11, 2024, setting forth certain comments to the Offering Statement on Form 1-A which was filed on May 15, 2024, by BioQuest Corp., a Nevada corporation (the “Company”). In response to your comments, the Company can provide you with the following information in response to your comments:
Offering Statement on Form 1-A
Cover Page
1. Please provide the disclosure required by Item 1(b) of Part II of Form 1-A.
Response: The Company has provided the disclosure as required.
2. We note that the cover page is unclear with respect to the total amount being offered. Specifically, you state in the header that you are offering 5,000,000 Units at a price of $1.00 per Unit; however, you then state in the second sentence below the header that you are offering 10,000,000 Units at $1.00 per Unit. Please revise to reconcile this inconsistency.
Response: The Company has revised as requested.
3. We note that you disclose in Part I, Item 4 of your Form 1-A notification that the proposed offering involves the resale of securities by affiliates of the issuer. You also refer to “the sale of common stock by the Selling Shareholders” on page 3 of the offering circular. With reference to Item 1(d) of Part II of Form 1-A:
● To the extent there is a resale component to this offering, please separately state the amount of securities offered by selling securityholders on the cover page, and provide the disclosure required by Item 5(d) in the Distribution section. Alternatively, if there is no resale component, please revise your response to Part 1, Item 4 as well as your disclosure on page 3, or otherwise advise.
● Include a cross-reference on the cover page to the section where the disclosure required by Item 14 of Part II of this Form 1-A has been provided.
Response: The Company has updated and removed references to Selling Shareholders.
4. Please update the table of high and low bid prices for your common stock appearing on page ii for the fiscal year ended April 30, 2024, as well as the current bid price.
Response: The Company has updated as requested.
Summary
Company Overview, page 2
5. We note that your corporate vision is now to “acquire BotMakers AI and its MaxTrades AI trading analytic technology,” and that such acquisition has yet to occur. As such, please revise here, in Business, and throughout the offering statement wherever appropriate to distinguish between the business you currently conduct and the business you intend to conduct in the future.
● Highlight that BioQuest is an early-stage enterprise and has not commenced principal operations.
● Clearly disclose how you will refer to BioMax, BotMakers AI and its MaxTrades AI technology when providing disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing.
● Refrain from using terms such as “we” or “our” when describing the activities or functions of BotMakers and its MaxTrades technology. By way of example only and not limitation, we note that you refer throughout to “our proprietary algorithms and advanced technology,” “our machine learning models,” “our trading tools or trading analytics,” “our proprietary technology, intellectual property and services,” “our current products,” “our product lines,” “our current service offerings,” “our existing services,” “our existing customers,” “current users,” etc. Please thoroughly review and revise throughout to clarify, if true, that you do not currently have any marketable products or services, nor any users or customers for such products or services.
● Clarify that BioQuest’s future ability, through MaxTrades AI, to provide users with a machine-learning platform and trading tools is contingent upon the successful acquisition of BotMakers. If true, disclose as you have on page 8, that you will need to raise approximately $500,000 in funding in order to finalize the purchase of BotMakers, and that you cannot guarantee that you will be able to raise adequate funding in order to acquire BotMakers and then operate BotMakers thereafter in order to execute your current business plan. (Included)
● As appropriate, include risk factor disclosure regarding the risk to your company and to its investors if the acquisition of BotMakers does not occur.
Response: The Company has revised as requested.
6. Please revise the Summary and Business to clarify whether, and to what extent, BotMakers’ products and services intended to utilize MaxTrades AI technology are still in development or remain aspirational. In your revisions, describe material BotMakers product and/or service offerings, distinguishing its existing lead products and services, if any, from products and services it aspires to sell in the future. To the extent key BotMakers products or services are currently in development, please clarify the development stage.
Response: The Company has clarified as requested.
7. Here and throughout, please revise all statements inappropriately drafted in the present tense, and qualify conclusory “will” statements to clarify those aspects of your business plan and strategy that are currently aspirational. For instance, please note the following non-exhaustive examples:
● “To distinguish ourselves from competitors, we will highlight the benefits of our proprietary algorithms and advanced technology...” (page 2)
● “By emphasizing the strength of our machine learning models and their ability to adapt to changing market conditions, we will position MaxTrades AI as a forward- thinking and innovative solution for traders seeking an edge in the market.” (page 2)
● “[W]e operate in transforming industries.” (page 5)
● “We compete with both start-up and established companies.” (page 6)
● “The Company cannot be certain that the products that it will be offering will be appealing...” (page 10)
● “To remain competitive, we must continue to develop new features, integrations, and capabilities to our products and services.” (page 12)
● “Such data, information, and services are made available to our customers or are integrated for our customers’ use...” (page 12)
Response: The Company has revised as requested.
8. Please remove the reference to “superior” trading recommendations on page 2. In this regard, we note your lack of operating history in the fintech and trading markets, that both you and BotMakers appear to be in the early stages of development, and that the MaxTrades AI trading technology appears to be in the planning and design stage.
Response: The Company has removed the reference to superior as requested.
Risk Factors, page 4
9. We note that your Chairman and Chief Executive Officer appears to have two current sources of outside employment with Redwood Investment Group and Pillar Marketing Group. As appropriate, please include a risk factor disclosing the nature of any conflicts of interest that exist, or may exist, as a result of Mr. Hemingway’s outside business relationships.
Response: The Company has updated the risk factors.
There are doubts about our ability to continue as a going concern., page 4
10. You state that the Company “may not have commitments from third parties for a sufficient amount of additional capital.” If accurate, please revise this disclosure in line with your disclosure on page 8 that the Company does not have any investors currently committed to purchasing shares from the Company.
Responses: the Company has updated to state that it does not have commitments.
As a development stage company, we have yet to achieve a profit..., page 5
11. Please revise the caption of this risk factor to clarify that you have yet to generate any revenues or profit. In the narrative disclosure, remove the reference to competitors having “a significantly larger user base and revenue stream” as this statement may be read to imply that you have a current user base or revenue stream. Similarly, revise the references to “increasing revenue throughout the year” and to “keeping operating expenses below our revenue levels.” In this regard, we note your disclosure on page 2 and elsewhere that you have generated no revenues.
Response: The Company has updated as requested.
We have limited operational history in an emerging industry..., page 5
12. Please revise this risk factor to:
● Define the “emerging industry” and “transforming industries” to which you refer.
● Remove or revise your references to having a “limited” or “little” operating history, as it does not appear that you have any operating history in the fintech or trading markets. By way of example only, we note the reference to your “lack of operating history” on page 24.
Response: The Company has revised the risk factor as requested.
Our lack of adequate D&O insurance may also make it difficult..., page 6
13. You state that in the future you may be subject to “additional litigation.” As such phrase may be read to imply that you are currently involved in litigation, please tell us and revise your disclosure to clarify whether the Company is subject to any material litigation. In this regard, we note your disclosure on page 35 that you are not presently a party to any legal proceedings that are likely to have a material adverse effect on your business.
Response: The Company has updated and removed the word “additional.”
We expect to incur substantial expenses to meet our reporting obligations as a public company, page 6
14. Your risk factor on page 17 states that you will have public company reporting requirements and may imply that the shares being offered will be registered. Please remove or revise this risk factor or explain why it is appropriate.
Response: The Company has removed that statement.
The market price for the common stock is particularly volatile..., page 7
15. Please remove the reference to your “small revenue” in the narrative disclosure for this risk factor, as it does not appear that you have ever generated any revenues.
Response: The Company has updated as requested.
Use of Proceeds, page 16
16. With reference to your Use of Proceeds disclosure on page 16, we have the following comments:
● Please clarify the specific disclosure in the Use of Proceeds table to which footnote 1 relates. Revise pages 16 and 20 to disclose the total amount of the Company’s outstanding debts as of the most recent practicable date, and also disclose the total amount of offering proceeds expected to be used to reduce or discharge the Company’s indebtedness. Refer to Instruction 6 to Item 6 of Form 1-A.
● Please tell us and revise your disclosures where appropriate to explain why your planned use of
Show Raw Text
CORRESP
1
filename1.htm
June
29, 2024
Lauren
Hamill, Staff Attorney
Division
of Corporation Finance
Office
of Life Sciences
U.S.
Securities and Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re:
Bioquest
Corp.
Offering Statement on Form 1-A
Filed May 15, 2024
File
No. 024-12436
Dear
Ms. Hamill:
We
are in receipt of your letter dated June 11, 2024, setting forth certain comments to the Offering Statement on Form 1-A which was filed
on May 15, 2024, by BioQuest Corp., a Nevada corporation (the “Company”). In response to your comments, the Company can provide
you with the following information in response to your comments:
Offering
Statement on Form 1-A
Cover
Page
1. Please
provide the disclosure required by Item 1(b) of Part II of Form 1-A.
Response:
The Company has provided the disclosure as required.
2. We
note that the cover page is unclear with respect to the total amount being offered. Specifically,
you state in the header that you are offering 5,000,000 Units at a price of $1.00 per Unit;
however, you then state in the second sentence below the header that you are offering 10,000,000
Units at $1.00 per Unit. Please revise to reconcile this inconsistency.
Response:
The Company has revised as requested.
3. We
note that you disclose in Part I, Item 4 of your Form 1-A notification that the proposed
offering involves the resale of securities by affiliates of the issuer. You also refer to
“the sale of common stock by the Selling Shareholders” on page 3 of the offering
circular. With reference to Item 1(d) of Part II of Form 1-A:
● To
the extent there is a resale component to this offering, please separately state the amount
of securities offered by selling securityholders on the cover page, and provide the disclosure
required by Item 5(d) in the Distribution section. Alternatively, if there is no resale component,
please revise your response to Part 1, Item 4 as well as your disclosure on page 3, or otherwise
advise.
● Include
a cross-reference on the cover page to the section where the disclosure required by Item
14 of Part II of this Form 1-A has been provided.
Response:
The Company has updated and removed references to Selling Shareholders.
4. Please
update the table of high and low bid prices for your common stock appearing on page ii for
the fiscal year ended April 30, 2024, as well as the current bid price.
Response:
The Company has updated as requested.
Summary
Company
Overview, page 2
5. We
note that your corporate vision is now to “acquire BotMakers AI and its MaxTrades AI
trading analytic technology,” and that such acquisition has yet to occur. As such,
please revise here, in Business, and throughout the offering statement wherever appropriate
to distinguish between the business you currently conduct and the business you intend to
conduct in the future.
● Highlight
that BioQuest is an early-stage enterprise and has not commenced principal operations.
● Clearly
disclose how you will refer to BioMax, BotMakers AI and its MaxTrades AI technology when
providing disclosure throughout the document so that it is clear to investors which entity
the disclosure is referencing.
● Refrain
from using terms such as “we” or “our” when describing the activities
or functions of BotMakers and its MaxTrades technology. By way of example only and not limitation,
we note that you refer throughout to “our proprietary algorithms and advanced technology,”
“our machine learning models,” “our trading tools or trading analytics,”
“our proprietary technology, intellectual property and services,” “our
current products,” “our product lines,” “our current service offerings,”
“our existing services,” “our existing customers,” “current
users,” etc. Please thoroughly review and revise throughout to clarify, if true, that
you do not currently have any marketable products or services, nor any users or customers
for such products or services.
● Clarify
that BioQuest’s future ability, through MaxTrades AI, to provide users with a machine-learning
platform and trading tools is contingent upon the successful acquisition of BotMakers. If
true, disclose as you have on page 8, that you will need to raise approximately $500,000
in funding in order to finalize the purchase of BotMakers, and that you cannot guarantee
that you will be able to raise adequate funding in order to acquire BotMakers and then operate
BotMakers thereafter in order to execute your current business plan. (Included)
● As
appropriate, include risk factor disclosure regarding the risk to your company and to its
investors if the acquisition of BotMakers does not occur.
Response:
The Company has revised as requested.
6. Please
revise the Summary and Business to clarify whether, and to what extent, BotMakers’
products and services intended to utilize MaxTrades AI technology are still in development
or remain aspirational. In your revisions, describe material BotMakers product and/or service
offerings, distinguishing its existing lead products and services, if any, from products
and services it aspires to sell in the future. To the extent key BotMakers products or services
are currently in development, please clarify the development stage.
Response:
The Company has clarified as requested.
7. Here
and throughout, please revise all statements inappropriately drafted in the present tense,
and qualify conclusory “will” statements to clarify those aspects of your business
plan and strategy that are currently aspirational. For instance, please note the following
non-exhaustive examples:
● “To
distinguish ourselves from competitors, we will highlight the benefits of our proprietary
algorithms and advanced technology...” (page 2)
● “By
emphasizing the strength of our machine learning models and their ability to adapt to changing
market conditions, we will position MaxTrades AI as a forward- thinking and innovative solution
for traders seeking an edge in the market.” (page 2)
● “[W]e
operate in transforming industries.” (page 5)
● “We
compete with both start-up and established companies.” (page 6)
● “The
Company cannot be certain that the products that it will be offering will be appealing...”
(page 10)
● “To
remain competitive, we must continue to develop new features, integrations, and capabilities
to our products and services.” (page 12)
● “Such
data, information, and services are made available to our customers or are integrated for
our customers’ use...” (page 12)
Response:
The Company has revised as requested.
8. Please
remove the reference to “superior” trading recommendations on page 2. In this
regard, we note your lack of operating history in the fintech and trading markets, that both
you and BotMakers appear to be in the early stages of development, and that the MaxTrades
AI trading technology appears to be in the planning and design stage.
Response:
The Company has removed the reference to superior as requested.
Risk
Factors, page 4
9. We
note that your Chairman and Chief Executive Officer appears to have two current sources of
outside employment with Redwood Investment Group and Pillar Marketing Group. As appropriate,
please include a risk factor disclosing the nature of any conflicts of interest that exist,
or may exist, as a result of Mr. Hemingway’s outside business relationships.
Response:
The Company has updated the risk factors.
There
are doubts about our ability to continue as a going concern., page 4
10. You
state that the Company “may not have commitments from third parties for a sufficient
amount of additional capital.” If accurate, please revise this disclosure in line with
your disclosure on page 8 that the Company does not have any investors currently committed
to purchasing shares from the Company.
Responses:
the Company has updated to state that it does not have commitments.
As
a development stage company, we have yet to achieve a profit..., page 5
11. Please
revise the caption of this risk factor to clarify that you have yet to generate any revenues
or profit. In the narrative disclosure, remove the reference to competitors having “a
significantly larger user base and revenue stream” as this statement may be read to
imply that you have a current user base or revenue stream. Similarly, revise the references
to “increasing revenue throughout the year” and to “keeping operating expenses
below our revenue levels.” In this regard, we note your disclosure on page 2 and elsewhere
that you have generated no revenues.
Response:
The Company has updated as requested.
We
have limited operational history in an emerging industry..., page 5
12. Please
revise this risk factor to:
● Define
the “emerging industry” and “transforming industries” to which you
refer.
● Remove
or revise your references to having a “limited” or “little” operating
history, as it does not appear that you have any operating history in the fintech or trading
markets. By way of example only, we note the reference to your “lack of operating history”
on page 24.
Response:
The Company has revised the risk factor as requested.
Our
lack of adequate D&O insurance may also make it difficult..., page 6
13. You
state that in the future you may be subject to “additional litigation.” As such
phrase may be read to imply that you are currently involved in litigation, please tell us
and revise your disclosure to clarify whether the Company is subject to any material litigation.
In this regard, we note your disclosure on page 35 that you are not presently a party to
any legal proceedings that are likely to have a material adverse effect on your business.
Response:
The Company has updated and removed the word “additional.”
We
expect to incur substantial expenses to meet our reporting obligations as a public company, page 6
14. Your
risk factor on page 17 states that you will have public company reporting requirements and
may imply that the shares being offered will be registered. Please remove or revise this
risk factor or explain why it is appropriate.
Response:
The Company has removed that statement.
The
market price for the common stock is particularly volatile..., page 7
15. Please
remove the reference to your “small revenue” in the narrative disclosure for
this risk factor, as it does not appear that you have ever generated any revenues.
Response:
The Company has updated as requested.
Use
of Proceeds, page 16
16. With
reference to your Use of Proceeds disclosure on page 16, we have the following comments:
● Please
clarify the specific disclosure in the Use of Proceeds table to which footnote 1 relates.
Revise pages 16 and 20 to disclose the total amount of the Company’s outstanding debts
as of the most recent practicable date, and also disclose the total amount of offering proceeds
expected to be used to reduce or discharge the Company’s indebtedness. Refer to Instruction
6 to Item 6 of Form 1-A.
● Please
tell us and revise your disclosures where appropriate to explain why your planned use of