SEC Comment Letter 0000000000-22-012239 to PishPosh, Inc. (CIK 0001611282)
PishPosh, Inc. (CIK 0001611282)
Date: Nov. 9, 2022 · CIK: 0001611282 · Accession: 0000000000-22-012239
AI Filing Summary & Sentiment
File numbers found in text: 333-267982
Letter
United States securities and exchange commission logo November 9, 2022 Jesse Sutton Chief Executive Officer PishPosh, Inc. 1915 Swarthmore Avenue Lakewood, New Jersey 08701 Re:PishPosh, Inc. Registration Statement on Form S-1 Filed October 21, 2022 File No. 333-267982 Dear Jesse Sutton: We have reviewed your registration statement 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 this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 Use of Proceeds, page 24 1.We note your amended disclosure in response to comment 4. Please revise your Use of Proceeds disclosure to indicate the approximate amount of net proceeds intended to be spent for the repayment of the short-term promissory notes. Refer to Item 504 of Regulation S-K. Dilution, page 26 2.Reference is made to the last paragraph on page 26. Please show us how you computed the impact each $1.00 increase (decrease) in the assumed offering price and 500,000 share increase (decrease) had on adjusted net tangible book value per share after the offering and dilution to new investors purchasing Common Stock in the offering.
FirstName LastNameJesse Sutton Comapany NamePishPosh, Inc. November 9, 2022 Page 2 FirstName LastNameJesse Sutton PishPosh, Inc. November 9, 2022 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Key Factors Affecting our Performance Known Trends and Uncertainties Inflation, page 29 3.We note your amended disclosure in response to comment 3. Please expand your discussion of interest rates in your Risk Factors to specifically identify the impact of rate increases on your operations and how your business has been affected. Alternate Pages Selling Stockholders, page 9 4.With respect to the shares to be offered for resale by each selling stockholder that is a legal entity, please disclose the natural person or persons who have voting and investment control of the shares to be offered for resale by that selling stockholder. Refer to Question 140.02 of Regulation S-K Compliance & Disclosure Interpretations. This comment also applies to the Security Ownership Table on page 53 of your public offering prospectus. Refer to Item 403 and Item 507 of Regulation S-K.
General 5.We note your disclosure regarding the Pre-IPO Offering, including the sale of shares to Meister Seelig & Fein LLP. Please provide the disclosure required under Item 509 and Item 404(d) of Regulation S-K. 6.We note your disclosure that listing is a condition to your offering. Please revise the cover page to also state that if your application is not approved by the Nasdaq Capital Market, your offering will not be completed. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
FirstName LastNameJesse Sutton Comapany NamePishPosh, Inc. November 9, 2022 Page 3 FirstName LastName Jesse Sutton PishPosh, Inc. November 9, 2022 Page 3 You may contact James Giugliano at 202-551-3319 or Adam Phippen at 202-551-3336 if you have questions regarding comments on the financial statements and related matters. Please contact Alyssa Wall at 202-551-8106 or Jennifer López Molina at 202-551-3792 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Louis Lombardo
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United States securities and exchange commission logo
November 9, 2022
Jesse Sutton
Chief Executive Officer
PishPosh, Inc.
1915 Swarthmore Avenue
Lakewood, New Jersey 08701
Re:PishPosh, Inc.
Registration Statement on Form S-1
Filed October 21, 2022
File No. 333-267982
Dear Jesse Sutton:
We have reviewed your registration statement 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 this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Use of Proceeds, page 24
1.We note your amended disclosure in response to comment 4. Please revise your Use of
Proceeds disclosure to indicate the approximate amount of net proceeds intended to be
spent for the repayment of the short-term promissory notes. Refer to Item 504 of
Regulation S-K.
Dilution, page 26
2.Reference is made to the last paragraph on page 26. Please show us how you computed
the impact each $1.00 increase (decrease) in the assumed offering price and 500,000 share
increase (decrease) had on adjusted net tangible book value per share after the offering
and dilution to new investors purchasing Common Stock in the offering.
FirstName LastNameJesse Sutton
Comapany NamePishPosh, Inc.
November 9, 2022 Page 2
FirstName LastNameJesse Sutton
PishPosh, Inc.
November 9, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting our Performance
Known Trends and Uncertainties
Inflation, page 29
3.We note your amended disclosure in response to comment 3. Please expand your
discussion of interest rates in your Risk Factors to specifically identify the impact of rate
increases on your operations and how your business has been affected.
Alternate Pages
Selling Stockholders, page 9
4.With respect to the shares to be offered for resale by each selling stockholder that is a
legal entity, please disclose the natural person or persons who have voting and investment
control of the shares to be offered for resale by that selling stockholder. Refer to Question
140.02 of Regulation S-K Compliance & Disclosure Interpretations. This comment also
applies to the Security Ownership Table on page 53 of your public offering prospectus.
Refer to Item 403 and Item 507 of Regulation S-K.
General
5.We note your disclosure regarding the Pre-IPO Offering, including the sale of shares to
Meister Seelig & Fein LLP. Please provide the disclosure required under Item 509 and
Item 404(d) of Regulation S-K.
6.We note your disclosure that listing is a condition to your offering. Please revise the
cover page to also state that if your application is not approved by the Nasdaq Capital
Market, your offering will not be completed.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
FirstName LastNameJesse Sutton
Comapany NamePishPosh, Inc.
November 9, 2022 Page 3
FirstName LastName
Jesse Sutton
PishPosh, Inc.
November 9, 2022
Page 3
You may contact James Giugliano at 202-551-3319 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Louis Lombardo