SEC Comment Letter for BONK, INC. (BNKK) (CIK 0001760903) (BNKK) — Dec 31, 2019
BONK, INC. (BNKK) (CIK 0001760903)
Date: Dec. 31, 2019 · CIK: 0001760903 · Accession: 0000000000-19-016881
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December 31, 2019 Brian S. John Chief Executive Officer CBD Brands, Inc. 725 N. Hwy A1A, Suite C-106 Jupiter, FL 33477 Re:CBD Brands, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted December 13, 2019 CIK No. 0001760903 Dear Mr. John: We have reviewed your amended draft 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form S-1 Prospectus Summary Business Operations, page 1 1.We note your revisions in response to prior comment 3 on page 1. Please further revise to avoid using jargon and to explain the tests and their results so that a lay person can understand. With respect to the sun care products noted on page 2 that are in "various stages of FDA required testing," please clarify whether the tests described on page 1 are the tests to which you are referring here. If not, please expand your disclosure to describe the tests and their results.
FirstName LastNameBrian S. John Comapany NameCBD Brands, Inc. December 31, 2019 Page 2 FirstName LastName Brian S. John CBD Brands, Inc. December 31, 2019 Page 2 Our Growth Strategy, page 2 2.We note your revised disclosure in response to prior comment 5. However, your revised disclosure on page 1 continues to imply that your products that are infused with CBD will have certain benefits through the activation of CB2, even though on page 2 you state that you cannot make any claims as to such benefits prior to performing certain testing. We also note you continue to refer to the addition of CBD to increase efficacy of products on pages 2 and 33. Please reconcile and revise your disclosure throughout your prospectus accordingly. 3.We note your response to prior comment 6, but it remains unclear what the nature of the specialty clinics will be. Please revise to explain, for example, what the purpose of the clinics will be, what products and/or services will be provided there, whether workers there will be employed by the company, who you are referring to by the term "recommending physicians" and what your relationship to such physicians will be. Our Market Opportunity, page 2 4.We note your response to prior comment 12 that you compete in the "sun care and CBD markets." Where you discuss your market opportunity on page 2 and elsewhere, we note you discuss the size of the "collective market for CBD sales" and an expected compound annual growth rate through 2024. Please tell us why you believe it is appropriate to include these figures when your current sun care and even future skin care products represent only a portion of "the collective market for CBD." Alternatively, revise to remove this disclosure or provide disclosure tailored to your addressable market. Use of Proceeds, page 22 5.Please expand the disclosure added in response to prior comment 17 to include the approximate amount intended to be used for each such purpose. In addition, where you indicate that proceeds will be used for "product research and development costs" and "clinical research and trials," also identify the product candidate(s), the amounts to be allocated to each candidate, and how far in the development of the candidate you expect to reach with the offering proceeds. Business, page 32 6.We note your response to prior comment 22, but it remains unclear why you describe the research protocol detailed on page 32 as "abbreviated." If you are following a typical research protocol for approval by the FDA, please revise to delete this characterization. Intellectual Property, page 32 7.Please expand your disclosure in response to prior comment 25 to clarify to which product(s) the provision patent application relates.
FirstName LastNameBrian S. John Comapany NameCBD Brands, Inc. December 31, 2019 Page 3 FirstName LastName Brian S. John CBD Brands, Inc. December 31, 2019 Page 3 You may contact Kristin Lochhead at 202-551-3664 or Kate Tillan at 202-551-3604 if you have questions regarding comments on the financial statements and related matters. Please contact Mary Beth Breslin at 202-551-3625 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Arthur Marcus
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December 31, 2019
Brian S. John
Chief Executive Officer
CBD Brands, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:CBD Brands, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 13, 2019
CIK No. 0001760903
Dear Mr. John:
We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Business Operations, page 1
1.We note your revisions in response to prior comment 3 on page 1. Please further revise to
avoid using jargon and to explain the tests and their results so that a lay person can
understand. With respect to the sun care products noted on page 2 that are in "various
stages of FDA required testing," please clarify whether the tests described on page 1 are
the tests to which you are referring here. If not, please expand your disclosure to describe
the tests and their results.
FirstName LastNameBrian S. John
Comapany NameCBD Brands, Inc.
December 31, 2019 Page 2
FirstName LastName
Brian S. John
CBD Brands, Inc.
December 31, 2019
Page 2
Our Growth Strategy, page 2
2.We note your revised disclosure in response to prior comment 5. However, your revised
disclosure on page 1 continues to imply that your products that are infused with CBD will
have certain benefits through the activation of CB2, even though on page 2 you state that
you cannot make any claims as to such benefits prior to performing certain testing. We
also note you continue to refer to the addition of CBD to increase efficacy of products on
pages 2 and 33. Please reconcile and revise your disclosure throughout your prospectus
accordingly.
3.We note your response to prior comment 6, but it remains unclear what the nature of the
specialty clinics will be. Please revise to explain, for example, what the purpose of the
clinics will be, what products and/or services will be provided there, whether workers
there will be employed by the company, who you are referring to by the term
"recommending physicians" and what your relationship to such physicians will be.
Our Market Opportunity, page 2
4.We note your response to prior comment 12 that you compete in the "sun care and CBD
markets." Where you discuss your market opportunity on page 2 and elsewhere, we note
you discuss the size of the "collective market for CBD sales" and an expected compound
annual growth rate through 2024. Please tell us why you believe it is appropriate to
include these figures when your current sun care and even future skin care products
represent only a portion of "the collective market for CBD." Alternatively, revise to
remove this disclosure or provide disclosure tailored to your addressable market.
Use of Proceeds, page 22
5.Please expand the disclosure added in response to prior comment 17 to include the
approximate amount intended to be used for each such purpose. In addition, where you
indicate that proceeds will be used for "product research and development costs" and
"clinical research and trials," also identify the product candidate(s), the amounts to be
allocated to each candidate, and how far in the development of the candidate you expect to
reach with the offering proceeds.
Business, page 32
6.We note your response to prior comment 22, but it remains unclear why you describe the
research protocol detailed on page 32 as "abbreviated." If you are following a typical
research protocol for approval by the FDA, please revise to delete this characterization.
Intellectual Property, page 32
7.Please expand your disclosure in response to prior comment 25 to clarify to which
product(s) the provision patent application relates.
FirstName LastNameBrian S. John
Comapany NameCBD Brands, Inc.
December 31, 2019 Page 3
FirstName LastName
Brian S. John
CBD Brands, Inc.
December 31, 2019
Page 3
You may contact Kristin Lochhead at 202-551-3664 or Kate Tillan at 202-551-3604 if
you have questions regarding comments on the financial statements and related matters. Please
contact Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Arthur Marcus