SEC Comment Letter for Greater Cannabis Company, Inc. (GCAN) (CIK 0001695473) (TRFA) — May 24, 2021
Greater Cannabis Company, Inc. (GCAN) (CIK 0001695473)
Date: May 24, 2021 · CIK: 0001695473 · Accession: 0000000000-21-006498
AI Filing Summary & Sentiment
File numbers found in text: 333-255872
Letter
United States securities and exchange commission logo May 24, 2021 Aitan Zacharin Chief Executive Officer Greater Cannabis Company, Inc. 15 Walker Avenue, Suite 101 Baltimore, MD 21208 Re:Greater Cannabis Company, Inc. Registration Statement on Form S-1 Filed May 7, 2021 File No. 333-255872 Dear Mr. Zacharin: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Registration Statement on Form S-1 filed May 7, 2021 General 1.The securities purchase agreement filed as an exhibit to the current report on Form 8-K dated March 16, 2021 indicates that FirstFire Global Opportunities Fund, LLC (the "Buyer") does not appear to be irrevocably bound to acquire all of the securities being offered for resale. Please revise to remove the common shares underlying the convertible notes that may be issued in connection with the additional closings. Alternatively, please provide us with your analysis as to your eligibility to register the resale of the common stock underlying the convertible notes that may be issued in connection with the additional closings at this time. For guidance, refer to Securities Act Sections Compliance & Disclosure Interpretation 139.11.
FirstName LastNameAitan Zacharin Comapany NameGreater Cannabis Company, Inc. May 24, 2021 Page 2 FirstName LastName Aitan Zacharin Greater Cannabis Company, Inc. May 24, 2021 Page 2 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. Please contact Jason Drory at 202-551-8342 or Joe McCann at 202-551-6262 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Dale S. Bergman
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United States securities and exchange commission logo
May 24, 2021
Aitan Zacharin
Chief Executive Officer
Greater Cannabis Company, Inc.
15 Walker Avenue, Suite 101
Baltimore, MD 21208
Re:Greater Cannabis Company, Inc.
Registration Statement on Form S-1
Filed May 7, 2021
File No. 333-255872
Dear Mr. Zacharin:
We have limited our review of your registration statement to those issues we have
addressed in our comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Registration Statement on Form S-1 filed May 7, 2021
General
1.The securities purchase agreement filed as an exhibit to the current report on Form 8-K
dated March 16, 2021 indicates that FirstFire Global Opportunities Fund, LLC (the
"Buyer") does not appear to be irrevocably bound to acquire all of the securities being
offered for resale. Please revise to remove the common shares underlying the convertible
notes that may be issued in connection with the additional closings. Alternatively, please
provide us with your analysis as to your eligibility to register the resale of the common
stock underlying the convertible notes that may be issued in connection with the
additional closings at this time. For guidance, refer to Securities Act Sections Compliance
& Disclosure Interpretation 139.11.
FirstName LastNameAitan Zacharin
Comapany NameGreater Cannabis Company, Inc.
May 24, 2021 Page 2
FirstName LastName
Aitan Zacharin
Greater Cannabis Company, Inc.
May 24, 2021
Page 2
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.
Please contact Jason Drory at 202-551-8342 or Joe McCann at 202-551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Dale S. Bergman