Correspondence 0001104659-23-067971 from Fisher Wallace Laboratories, Inc. (CIK 0001787792)
Fisher Wallace Laboratories, Inc. (CIK 0001787792)
Date: June 5, 2023 · CIK: 0001787792 · Accession: 0001104659-23-067971
AI Filing Summary & Sentiment
Referenced dates: June 2, 2023
Letter
Via Edgar Securities and Exchange Commission Washington, D.C. 20549-7410 Attn: Abby Adams Re: Fisher Wallace Laboratories, Inc. Post-Qualification Amendment No. 2 on Form 1-A
Dear Ms. Adams:
This letter is submitted on behalf of our client, Fisher Wallace Laboratories, Inc. (the “Company”), regarding the Company’s Post-Qualification Amendment No. 1 on Form 1-A, filed May 5, 2023. The following are the Company’s responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), specified in the Commission’s letter dated June 2, 2023; referencing where appropriate, the revisions made in Amendment No. 2 to the Form 1-A which was filed on or about the date of this letter. For your convenience, we have included each of your comments before each of the Company’s responses, and they correspond to the headings and order of the paragraphs in your letter. References in this letter to “we,” “our” or “us” mean the Company as the context may require.
Supplemental Response Received May 25, 2023
Cover Page
1. Comment 1: We note your response to comment 1. Please revise the Plan of Distribution section of the offering circular to disclose the effective price per share investors will pay for your class B stock pursuant to each bonus share program and any potential stacked bonuses. For example, consider expanding the Amount-Based Bonus Reward chart on page 18 to also include the effective price per share information (the effective price per share with the discount for Free Fisher Wallace Version 2 Device and 2% bonus shares, etc.). Rule 251(a)(1) requires the disclosure of a price per security, including the Bonus or value of other consideration to be received for the security.
Response: We have updated the offering circular in accordance with the Staff’s comments.
1. Comment 2: We note your disclosures regarding the Fisher Wallace Version 2 Device as an amount- based bonus. Please revise to remove or provide your analysis regarding whether this is an appropriate bonus to include where this offering will commence within two days of the qualification but you have not obtained the requisite FDA clearance or approval for the Fisher Wallace Version 2 Device, will not commence manufacturing until at least mid- 2024, and there is no guarantee that you will obtain FDA-approval in your proposed time frame, if at all.
Response: We believe this is an appropriate bonus to provide to investors, subject to the disclosures we have included in the offering circular relating to the risks that (a) we may never receive the regulatory approvals to market and sell the Version 2 Device, (b) even if approved, we may never manufacture the device, and (c) that a prescription will likely be required for the device.
2. Comment 3: Please revise to disclose an estimate of the value of the Free Fisher Wallace Version 2 Device investor perk, how you determined that value, whether the perk may be sold or transferred, and whether the perk change the value of your offered securities. Please also revise the Use of Proceeds and Management’s Discussion and Analysis to address their possible effect, if material, on your use of proceeds and available liquidity.
Response: Based on the risks disclosed in the offering circular that we may never receive the regulatory approvals required to market and sell the Version 2 Device, and even if approved, we may never manufacture the device, and that a prescription will likely be required for the device, we have assigned no value to the device perk. We have updated the Use of Proceeds to clarify that R&D and Production, includes the estimated costs to manufacture and delivery perk devices.
General
3. Comment 4: We note your response to comment 2. Revise the offering statement to provide examples or otherwise clarify that the discounts for the various bonus programs are added together so that the maximum bonus is 30%.
Response: We have updated the offering circular in accordance with the Staff’s comments.
I hope this response letter and the amendments to the above referenced filing adequately address the issues raised in your comment letter.
If you should require any additional information or clarification, please do not hesitate to contact me at 949-887-8877.
Very truly yours,
/Jeffrey S. Marks/
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Jeffrey S. Marks, Esq.
9 Chatelaine
Newport Coast, California 92657
(949) 887-8877
June 5, 2023
Via Edgar
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549-7410
Attn: Abby Adams
Re:
Fisher Wallace Laboratories, Inc.
Post-Qualification Amendment No. 2 on Form 1-A
Dear Ms. Adams:
This letter is submitted on behalf of our client,
Fisher Wallace Laboratories, Inc. (the “Company”), regarding the Company’s Post-Qualification Amendment No. 1
on Form 1-A, filed May 5, 2023. The following are the Company’s responses to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), specified in the Commission’s letter dated
June 2, 2023; referencing where appropriate, the revisions made in Amendment No. 2 to the Form 1-A which was filed on or about the date
of this letter. For your convenience, we have included each of your comments before each of the Company’s responses, and they correspond
to the headings and order of the paragraphs in your letter. References in this letter to “we,” “our” or
“us” mean the Company as the context may require.
Supplemental Response Received May 25, 2023
Cover Page
1. Comment 1: We note your response to comment 1. Please revise the Plan of Distribution section
of the offering circular to disclose the effective price per share investors will pay for your class B stock pursuant to each bonus share
program and any potential stacked bonuses. For example, consider expanding the Amount-Based Bonus Reward chart on page 18 to also include
the effective price per share information (the effective price per share with the discount for Free Fisher Wallace Version 2 Device and
2% bonus shares, etc.). Rule 251(a)(1) requires the disclosure of a price per security, including the Bonus or value of other consideration
to be received for the security.
Response: We have updated the offering circular
in accordance with the Staff’s comments.
1. Comment 2: We note your disclosures regarding the Fisher Wallace Version 2 Device as an amount-
based bonus. Please revise to remove or provide your analysis regarding whether this is an appropriate bonus to include where this offering
will commence within two days of the qualification but you have not obtained the requisite FDA clearance or approval for the Fisher Wallace
Version 2 Device, will not commence manufacturing until at least mid- 2024, and there is no guarantee that you will obtain FDA-approval
in your proposed time frame, if at all.
Response: We believe this is an appropriate bonus
to provide to investors, subject to the disclosures we have included in the offering circular relating to the risks that (a) we may never
receive the regulatory approvals to market and sell the Version 2 Device, (b) even if approved, we may never manufacture the device, and
(c) that a prescription will likely be required for the device.
2. Comment 3: Please revise to disclose an estimate of the value of the Free Fisher Wallace Version
2 Device investor perk, how you determined that value, whether the perk may be sold or transferred, and whether the perk change the value
of your offered securities. Please also revise the Use of Proceeds and Management’s Discussion and Analysis to address their possible
effect, if material, on your use of proceeds and available liquidity.
Response: Based on the risks disclosed in the offering
circular that we may never receive the regulatory approvals required to market and sell the Version 2 Device, and even if approved, we
may never manufacture the device, and that a prescription will likely be required for the device, we have assigned no value to the device
perk. We have updated the Use of Proceeds to clarify that R&D and Production, includes the estimated costs to manufacture and delivery
perk devices.
General
3. Comment 4: We note your response to comment 2. Revise the offering statement to provide examples
or otherwise clarify that the discounts for the various bonus programs are added together so that the maximum bonus is 30%.
Response: We have updated the offering circular in
accordance with the Staff’s comments.
I hope this response letter and the amendments
to the above referenced filing adequately address the issues raised in your comment letter.
If you should require any additional information
or clarification, please do not hesitate to contact me at 949-887-8877.
Very truly yours,
/Jeffrey S. Marks/
Jeffrey S. Marks