SEC Comment Letter 0000000000-25-002874 to CBD Life Sciences Inc. (CBDL)
CBD Life Sciences Inc.
Date: March 17, 2025 · CIK: 0001776073 · Accession: 0000000000-25-002874
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12430
Letter
Re: CBD Life Sciences, Inc. Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A Filed March 6, 2025 File No. 024-12430 Dear Lisa Nelson:
March 17, 2025
Lisa Nelson Chief Executive Officer CBD Life Sciences, Inc. 10953 N. Frank Lloyd Wright Boulevard Suite 108 Scottsdale, AZ 85259
We have reviewed your amendment and have the following comment.
Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a 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 offering statement and the information you provide in response to this letter, we may have additional comments.
Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A Cover Page
1. We note your disclosure that you will offer shares at a fixed price; however, we also note your inclusion of a price range of $0.0001-0.0006 on the cover page, page 4 and page 18, and that you may issue the remaining shares for non-cash consideration. Please revise your disclosure to clearly include either a fixed price or a bona fide price range. Please note that pursuant to Rule 253(b)(1), if you include a price range, the securities must be offered for cash. March 17, 2025 Page 2
We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification.
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.
Please contact Joshua Gorsky at 202-551-7836 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Eric Newlan
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 17, 2025 Lisa Nelson Chief Executive Officer CBD Life Sciences, Inc. 10953 N. Frank Lloyd Wright Boulevard Suite 108 Scottsdale, AZ 85259 Re: CBD Life Sciences, Inc. Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A Filed March 6, 2025 File No. 024-12430 Dear Lisa Nelson: We have reviewed your amendment and have the following comment. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a 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 offering statement and the information you provide in response to this letter, we may have additional comments. Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A Cover Page 1. We note your disclosure that you will offer shares at a fixed price; however, we also note your inclusion of a price range of $0.0001-0.0006 on the cover page, page 4 and page 18, and that you may issue the remaining shares for non-cash consideration. Please revise your disclosure to clearly include either a fixed price or a bona fide price range. Please note that pursuant to Rule 253(b)(1), if you include a price range, the securities must be offered for cash. March 17, 2025 Page 2 We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. 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. Please contact Joshua Gorsky at 202-551-7836 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Eric Newlan </TEXT> </DOCUMENT>