SEC Company Response from Verax Research Services, Inc. (CIK 0001763987) — Feb 7, 2020
Verax Research Services, Inc. (CIK 0001763987)
Date: Feb. 7, 2020 · CIK: 0001763987 · Accession: 0001477932-20-000514
AI Filing Summary & Sentiment
File numbers found in text: 024-11029
Letter
Division of Corporation Finance Office of Beverages, Apparel and Mining Amendment No. 2 to Its Offering Statement on Form 1-A Originally Filed June 28, 2019 File No. 024-11029
Dear Staff Counsel:
On June 28, 2019, in connection with the sale at $6.25 per share of up to 8,000,000 shares of common stock of Verax Research Services, Inc. (the “Company”), we filed the Company’s Form 1-A with the Securities and Exchange Commission (“SEC”) pursuant to Regulation A (the “Regulation”) under the Securities Act of 1933, as amended (the “Securities Act”). In response to the staff’s associated July 29, 2019 SEC comment letter (the “comment letter”) relating to the Company’s Form 1-A, we filed Tuesday as Amendment No. 1 a response to the staff’s July comments.
Please note that this SEC Cover Letter relates to Amendment No. 2 to the Form 1-A (the “Amendment”), both of which are also being filed concurrently on EDGAR. This Cover Letter principally addresses an oversight in Amendment No. 1 as to a $1,000,000 Minimum when, in fact, there is no minimum offering and the disclosures are hereby adjusted accordingly.
As relayed in Tuesday’s Amendment No. 1, the Company has named Dalmore Group, LLC as Selling Agent/accommodating broker. Dalmore is required to clear its compensation arrangements with FINRA and will be seeking FINRA’s advice that it has no objections to the compensation arrangements prior to qualification.
We acknowledge 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.
1333 Sprucewood Deerfield, IL 60015
Randy@securitiescounselors.net
Fax: 484-450-5130; Phone: 847.948.5431
Verax Research Services, Inc.
Page 2 of 2
Upon completion of the review of Amendment No. 1 and this Amendment, we trust all comments will have been satisfied and you can advise us that the Company’s Offering Statement can be qualified/declared effective at a mutually convenient time, hopefully on or about March 3, 2020. We are of course prepared to file a Request for Acceleration to coordinate such date of qualification as soon as that would be productive and, in turn, file the finalized Offering Circular per Reg A Rule 253(g)(1) on a timely basis.
Thank you for your assistance and prompt review of these materials.
Should you have any questions during the course of your review, please let me know.
Very truly yours,
/s/ Randall S. Goulding
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CORRESP 1 filename1.htm verax_corresp.htm February 7, 2020 Emails: alperr@sec.gov and lippmannb@sec.gov Division of Corporation Finance Attn.: Staff Counsel Ronald Alper, Esq. and Brigette Lippman, Esq. Office of Beverages, Apparel and Mining U.S. Securities and Exchange Commission Washington, D. C. 20549 Re: Verax Research Services, Inc. Amendment No. 2 to Its Offering Statement on Form 1-A Originally Filed June 28, 2019 File No. 024-11029 Dear Staff Counsel: On June 28, 2019, in connection with the sale at $6.25 per share of up to 8,000,000 shares of common stock of Verax Research Services, Inc. (the “Company”), we filed the Company’s Form 1-A with the Securities and Exchange Commission (“SEC”) pursuant to Regulation A (the “Regulation”) under the Securities Act of 1933, as amended (the “Securities Act”). In response to the staff’s associated July 29, 2019 SEC comment letter (the “comment letter”) relating to the Company’s Form 1-A, we filed Tuesday as Amendment No. 1 a response to the staff’s July comments. Please note that this SEC Cover Letter relates to Amendment No. 2 to the Form 1-A (the “Amendment”), both of which are also being filed concurrently on EDGAR. This Cover Letter principally addresses an oversight in Amendment No. 1 as to a $1,000,000 Minimum when, in fact, there is no minimum offering and the disclosures are hereby adjusted accordingly. As relayed in Tuesday’s Amendment No. 1, the Company has named Dalmore Group, LLC as Selling Agent/accommodating broker. Dalmore is required to clear its compensation arrangements with FINRA and will be seeking FINRA’s advice that it has no objections to the compensation arrangements prior to qualification. We acknowledge 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. 1333 Sprucewood Deerfield, IL 60015 Randy@securitiescounselors.net Fax: 484-450-5130; Phone: 847.948.5431 Verax Research Services, Inc. Page 2 of 2 Upon completion of the review of Amendment No. 1 and this Amendment, we trust all comments will have been satisfied and you can advise us that the Company’s Offering Statement can be qualified/declared effective at a mutually convenient time, hopefully on or about March 3, 2020. We are of course prepared to file a Request for Acceleration to coordinate such date of qualification as soon as that would be productive and, in turn, file the finalized Offering Circular per Reg A Rule 253(g)(1) on a timely basis. Thank you for your assistance and prompt review of these materials. Should you have any questions during the course of your review, please let me know. Very truly yours, /s/ Randall S. Goulding Randall S. Goulding SECURITIES COUNSELORS, INC. 1333 Sprucewood Deerfield, IL 60015 Randy@securitiescounselors.net Fax: 484-450-5130; Phone: 847.948.5431