Correspondence 0001683168-25-001660 from CBD Life Sciences Inc. (CBDL)
CBD Life Sciences Inc.
Date: March 17, 2025 · CIK: 0001776073 · Accession: 0001683168-25-001660
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12430
Referenced dates: March 17, 2025
Letter
Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A Filed March 6, 2025 File No. 024-12430
Dear Mr. Gorsky:
This is in response to the letter of comment of the Staff dated March 17, 2025, relating to the Post-Qualification Amendment No 3 to the captioned Offering Statement on Form 1-A of CBD Life Sciences, Inc. (the "Company"). The Staff's comment is addressed below:
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.
In response to such comment, a fixed price has been included throughout the disclosure.
_______________________________________________
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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CORRESP 1 filename1.htm NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 March 17, 2025 Joshua Gorsky 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. Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A Filed March 6, 2025 File No. 024-12430 Dear Mr. Gorsky: This is in response to the letter of comment of the Staff dated March 17, 2025, relating to the Post-Qualification Amendment No 3 to the captioned Offering Statement on Form 1-A of CBD Life Sciences, Inc. (the "Company"). The Staff's comment is addressed below: 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. In response to such comment, a fixed price has been included throughout the disclosure. _______________________________________________ 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.