Correspondence 0001683168-24-004283 from CBD Life Sciences Inc. (CBDL)
CBD Life Sciences Inc.
Date: June 17, 2024 · CIK: 0001776073 · Accession: 0001683168-24-004283
AI Filing Summary & Sentiment
File numbers found in text: 024-12430
Referenced dates: June 17, 2024
Letter
Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission Re: CBD Life Sciences Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed June 5, 2024 File No. 024-12430
Dear Ms. Gama:
This is in response to the letter of comment of the Staff dated June 17, 2024, relating to the captioned Offering Statement on Form 1-A of CBD Life Sciences, Inc. (the “Company”). Each of the Staff’s comments is addressed below, seriatim:
Amendment No. 1 to Offering Statement on Form 1-A filed June 5, 2024
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. Please revise your disclosure to clearly include either a fixed price or a bona fide price range in reliance on Rule 253(b). See Items 1(e) and 1(j) of Part II of Form 1-A.
In response to such comment, the following parenthetical has been inserted following each price range recitation: “(price to be fixed by post-qualification amendment).”
Offering Circular Summary, page 2
2. We note your response to our prior comment 7; however, your disclosure continues to reference a "specialized" extraction process on page 2. Please either explain the use of the term "specialized" in this context or remove the reference as you have done elsewhere.
Please be advised that the term “specialized” has been removed from the disclosure, in response to such comment.
General
3. Please confirm in writing that at least one state has advised you that it is prepared to qualify or register your offering.
Please be advised that the Company’s Offering Statement will be approved in the State of Colorado, upon qualification by the Commission.
_______________________________________________
We believe that this filing is now in order for qualification.
Please feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding any of the Company's responses.
Thank you for your attention in this matter.
Sincerely,
NEWLAN LAW FIRM, PLLC
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NEWLAN LAW FIRM, PLLC
2201 Long Prairie Road, Suite 107-762
Flower Mound, Texas 75022
June 17, 2024
Doris Stacey Gama
Office of Life Sciences
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
CBD Life Sciences Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed June 5, 2024
File No. 024-12430
Dear Ms. Gama:
This is in response to the
letter of comment of the Staff dated June 17, 2024, relating to the captioned Offering Statement on Form 1-A of CBD Life Sciences, Inc.
(the “Company”). Each of the Staff’s comments is addressed below, seriatim:
Amendment No. 1 to Offering Statement on
Form 1-A filed June 5, 2024
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. Please revise your disclosure to clearly include either a fixed price or a bona fide price range in reliance on Rule
253(b). See Items 1(e) and 1(j) of Part II of Form 1-A.
In response to such comment,
the following parenthetical has been inserted following each price range recitation: “(price to be fixed by post-qualification amendment).”
Offering Circular Summary, page 2
2. We note your response to our prior comment 7; however, your disclosure continues to reference a "specialized"
extraction process on page 2. Please either explain the use of the term "specialized" in this context or remove the reference
as you have done elsewhere.
Please be advised that the
term “specialized” has been removed from the disclosure, in response to such comment.
General
3. Please confirm in writing that at least one state has advised you that it is prepared to qualify or
register your offering.
Please be advised that the
Company’s Offering Statement will be approved in the State of Colorado, upon qualification by the Commission.
_______________________________________________
We believe that this filing
is now in order for qualification.
Please feel free to contact
the undersigned at (940) 367-6154, should you have any questions regarding any of the Company's responses.
Thank you for your attention
in this matter.
Sincerely,
NEWLAN LAW FIRM, PLLC
By:
/s/ Eric Newlan
Eric Newlan
Managing Member
cc: CBD Life Sciences, Inc.
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