SEC Company Response from Miso Robotics, Inc. (CIK 0001710670) — Feb 26, 2020
Miso Robotics, Inc. (CIK 0001710670)
Date: Feb. 26, 2020 · CIK: 0001710670 · Accession: 0001104659-20-025341
AI Filing Summary & Sentiment
File numbers found in text: 024-11112
Letter
Office of Technology Division of Corporation Finance Securities and Exchange Commission Amendment No. 1 to Offering Statement on Form 1-A Filed February 6, 2020 File No. 024-11112
Re: Miso Robotics, Inc.
Dear Mr. Spirgel,
We acknowledge receipt of comments in your letter of February 13, 2020 regarding the Offering Statement of Miso Robotics, Inc. (the “Company”), which we have set out below, together with our responses.
Amendment No. 1 to Offering Statement on Form 1-A
General
1. In response to prior comment 12, you revised disclosure on page 4 to state that there have been "over 10 billion media impressions" of Flippy since 2016. Please revise to clarify the source from which you obtained this statistic and clarify how the unique visitors per month metric was used to arrive at this statistic.
The Company has amended its disclosures to remove the specific figures regarding media impressions as the calculation, while representing management’s best estimate, is imprecise.
2. We note your pre-money valuation of $80 million appearing on your offering page on SeedInvest.com. Tell us how this valuation is consistent with your most recent financial statements.
The pre-money valuation identified on the offering page on SeedInvest.com is based on the issued and committed shares of the Company, which are identified in the “Dilution” section of the offering circular. This valuation is not based on the financial results of the Company.
Thank you again for the opportunity to respond to your questions to the Offering Statement of Miso Robotics, Inc. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.
Sincerely,
/s/ Andrew Stephenson
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CORRESP
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February 26, 2020
Mr. Larry Spirgel
Chief
Office of Technology
Division of Corporation Finance
Securities and Exchange Commission
Washington DC 20549
Re:
Miso Robotics, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed February 6, 2020
File No. 024-11112
Dear Mr. Spirgel,
We acknowledge receipt of comments in your letter of February
13, 2020 regarding the Offering Statement of Miso Robotics, Inc. (the “Company”), which we have set out below, together
with our responses.
Amendment No. 1 to Offering Statement on Form 1-A
General
1. In response to prior comment 12, you revised disclosure on page 4 to state that there have been "over 10 billion media impressions" of
Flippy since 2016. Please revise to clarify the source from which you obtained this statistic and clarify how the unique
visitors per month metric was used to arrive at this statistic.
The Company has amended its disclosures to remove the specific
figures regarding media impressions as the calculation, while representing management’s best estimate, is imprecise.
2. We note your pre-money valuation of $80 million appearing on your offering page on SeedInvest.com. Tell us how this
valuation is consistent with your most recent financial statements.
The pre-money valuation identified on the offering page on
SeedInvest.com is based on the issued and committed shares of the Company, which are identified in the “Dilution” section
of the offering circular. This valuation is not based on the financial results of the Company.
Thank you again for the opportunity to respond to your questions
to the Offering Statement of Miso Robotics, Inc. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.
Sincerely,
/s/ Andrew Stephenson
Andrew Stephenson
Partner
CrowdCheck Law LLP
cc: Buck Jordan
Chief Executive Officer
Miso Robotics, Inc.
561 East Green Street
Pasadena, CA 91101