SEC Comment Letter 0000000000-23-001674 to BIOREGENX, INC. (BRGX) (CIK 0001593184) (BRGX)
BIOREGENX, INC. (BRGX) (CIK 0001593184)
Date: Feb. 17, 2023 · CIK: 0001593184 · Accession: 0000000000-23-001674
AI Filing Summary & Sentiment
File numbers found in text: 000-56345
Letter
United States securities and exchange commission logo February 17, 2023 Thomas Powers Chief Executive Officer Findit, Inc. 5051 Peachtree Corners Circle, #200 Peachtree Corners, GA 30092 Re:Findit, Inc. Preliminary Information Statement on Schedule 14C Filed February 7, 2023 File No. 000-56345 Dear Thomas Powers: 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 Cautionary Statement Regarding Forward-Looking Statements 1.Please remove your references here to forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. As an issuer of penny stock you do not appear to be eligible to rely on the safe harbors provided by this statute. Please revise your filing accordingly. Amendment to the Articles of Incorporation Purpose and Reasons for the Share Increase 2.Please tell us whether you presently have any plans, proposals or arrangements to issue any of the newly available authorized shares of common stock for any purpose, including future acquisitions and/or financings. If you do not, please disclose that you have no plans, proposals, or arrangements, written or otherwise, at this time to issue any of the newly available authorized shares of common stock. Also, please discuss the possible
FirstName LastNameThomas Powers Comapany NameFindit, Inc. February 17, 2023 Page 2 FirstName LastName Thomas Powers Findit, Inc. February 17, 2023 Page 2 anti-takeover effects of creating a significant number of newly available authorized shares of common stock on a percentage basis. Information Incorporated by Reference 3.We note that you have incorporated by reference 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)(1) to Schedule 14A. As Form S-4 allows incorporation by reference where a company meets the requirements of Form S-3 and you appear ineligible to use Form S-3 please revise the information statement to include the information required by Item 14. General 4.Please tell us the basis for your belief that an information statement on Schedule 14C is the appropriate schedule to be filed. You state in your letter to shareholders that 78.14% of stockholders executed a written consent. However, the beneficial ownership table in your Schedule 14C only accounts for 43.1% of your common stock. Therefore, it appears that some of the consenting shareholders hold less than 5% of your outstanding common stock. Based on your disclosure, you may have engaged in a solicitation in order to obtain these consents. In your response letter, please describe each consenting shareholder’s relationship to the company as well as the sequence of events through which the consents of these shareholders were obtained and provide your analysis as to whether such activities constitute a solicitation, as defined in Exchange Act Rule 14a-1(l). Also, tell us who inquired about the voting intentions of the shareholders that consented to these actions. Alternatively, file a preliminary proxy statement on Schedule 14A. 5.We note that you intend to effect a 1-for-25 reverse stock split of your issued and outstanding shares and that this corporate action will have the effect of creating a significant amount of newly available authorized shares of common stock relative to shares of outstanding stock. Please revise your disclosure to clearly reflect the impact the reverse stock split will have on your ability to issue new shares and potentially severely dilute the interests of existing shareholders as well as how you intend to treat fractional shares.
FirstName LastNameThomas Powers Comapany NameFindit, Inc. February 17, 2023 Page 3 FirstName LastName Thomas Powers Findit, Inc. February 17, 2023 Page 3 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 Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Jan Woo, Legal Branch Chief, at (202) 551-3453, with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Thomas C. Cook, Esq.
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United States securities and exchange commission logo
February 17, 2023
Thomas Powers
Chief Executive Officer
Findit, Inc.
5051 Peachtree Corners Circle, #200
Peachtree Corners, GA 30092
Re:Findit, Inc.
Preliminary Information Statement on Schedule 14C
Filed February 7, 2023
File No. 000-56345
Dear Thomas Powers:
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
Cautionary Statement Regarding Forward-Looking Statements
1.Please remove your references here to forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. As an issuer of penny stock you do
not appear to be eligible to rely on the safe harbors provided by this statute. Please revise
your filing accordingly.
Amendment to the Articles of Incorporation
Purpose and Reasons for the Share Increase
2.Please tell us whether you presently have any plans, proposals or arrangements to issue
any of the newly available authorized shares of common stock for any purpose, including
future acquisitions and/or financings. If you do not, please disclose that you have no
plans, proposals, or arrangements, written or otherwise, at this time to issue any of the
newly available authorized shares of common stock. Also, please discuss the possible
FirstName LastNameThomas Powers
Comapany NameFindit, Inc.
February 17, 2023 Page 2
FirstName LastName
Thomas Powers
Findit, Inc.
February 17, 2023
Page 2
anti-takeover effects of creating a significant number of newly available authorized shares
of common stock on a percentage basis.
Information Incorporated by Reference
3.We note that you have incorporated by reference 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)(1) to Schedule
14A. As Form S-4 allows incorporation by reference where a company meets the
requirements of Form S-3 and you appear ineligible to use Form S-3 please revise the
information statement to include the information required by Item 14.
General
4.Please tell us the basis for your belief that an information statement on Schedule 14C is
the appropriate schedule to be filed. You state in your letter to shareholders that
78.14% of stockholders executed a written consent. However, the beneficial ownership
table in your Schedule 14C only accounts for 43.1% of your common stock. Therefore, it
appears that some of the consenting shareholders hold less than 5% of your outstanding
common stock. Based on your disclosure, you may have engaged in a solicitation in order
to obtain these consents. In your response letter, please describe each consenting
shareholder’s relationship to the company as well as the sequence of events through which
the consents of these shareholders were obtained and provide your analysis as to whether
such activities constitute a solicitation, as defined in Exchange Act Rule 14a-1(l). Also,
tell us who inquired about the voting intentions of the shareholders that consented to these
actions. Alternatively, file a preliminary proxy statement on Schedule 14A.
5.We note that you intend to effect a 1-for-25 reverse stock split of your issued and
outstanding shares and that this corporate action will have the effect of creating a
significant amount of newly available authorized shares of common stock relative to
shares of outstanding stock. Please revise your disclosure to clearly reflect the impact the
reverse stock split will have on your ability to issue new shares and potentially severely
dilute the interests of existing shareholders as well as how you intend to treat fractional
shares.
FirstName LastNameThomas Powers
Comapany NameFindit, Inc.
February 17, 2023 Page 3
FirstName LastName
Thomas Powers
Findit, Inc.
February 17, 2023
Page 3
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 Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Thomas C. Cook, Esq.