SEC Comment Letter for Zenlabs Holdings Inc (CIK 0001803705) — May 7, 2020
Zenlabs Holdings Inc (CIK 0001803705)
Date: May 7, 2020 · CIK: 0001803705 · Accession: 0000000000-20-003984
AI Filing Summary & Sentiment
File numbers found in text: 024-11174
Letter
United States securities and exchange commission logo May 6, 2020 Michael Boshart Chief Executive Officer Zenlabs Holdings Inc. 7745 Arjons Drive San Diego, CA 92126 Re:Zenlabs Holdings Inc. Offering Statement on Form 1-A/A Filed April 24, 2020 File No. 024-11174 Dear Mr. Boshart: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our April 6, 2020 letter. Form 1-A/A filed on April 24, 2020 Cover Page 1.We note your response to our prior comment one. Please revise the last sentence of the first paragraph to add the latter half of the sentence included in the proposed disclosure in your response. Description of Business Oceanside Property, page 25 2.We note your revisions in response to our prior comments 4 and 8 that the purchase option on the Oceanside Property does not need to be exercised prior to building greenhouses on the ten acres designated at the 5710 Lot and two acres at the 5712 Lot. Based on the lease
FirstName LastNameMichael Boshart Comapany NameZenlabs Holdings Inc. May 6, 2020 Page 2 FirstName LastName Michael Boshart Zenlabs Holdings Inc. May 6, 2020 Page 2 and agreement with Metz Properties LLC filed as Exhibits 6.3 and 6.4, it is unclear whether you have rights to access the 9.25 acres of the 5710 Lot and the two acres of the 5712 Lot. If there are additional lease agreements relating to these properties you have not filed, please file them as exhibits to the offering circular and disclose the material terms of such agreements. If not, please revise your disclosure to address this discrepancy. You may contact Ameen Hamady at 202-551-3891 or Kate Tillan at 202-551-3604 if you have questions regarding comments on the financial statements and related matters. Please contact Paul Fischer at 202-551-3415 or Irene Paik at 202-551-6553 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Gina Austin, Esq.
Show Raw Text
United States securities and exchange commission logo
May 6, 2020
Michael Boshart
Chief Executive Officer
Zenlabs Holdings Inc.
7745 Arjons Drive
San Diego, CA 92126
Re:Zenlabs Holdings Inc.
Offering Statement on Form 1-A/A
Filed April 24, 2020
File No. 024-11174
Dear Mr. Boshart:
We have reviewed your amended offering statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our April 6, 2020 letter.
Form 1-A/A filed on April 24, 2020
Cover Page
1.We note your response to our prior comment one. Please revise the last sentence of the
first paragraph to add the latter half of the sentence included in the proposed disclosure in
your response.
Description of Business
Oceanside Property, page 25
2.We note your revisions in response to our prior comments 4 and 8 that the purchase option
on the Oceanside Property does not need to be exercised prior to building greenhouses on
the ten acres designated at the 5710 Lot and two acres at the 5712 Lot. Based on the lease
FirstName LastNameMichael Boshart
Comapany NameZenlabs Holdings Inc.
May 6, 2020 Page 2
FirstName LastName
Michael Boshart
Zenlabs Holdings Inc.
May 6, 2020
Page 2
and agreement with Metz Properties LLC filed as Exhibits 6.3 and 6.4, it is unclear
whether you have rights to access the 9.25 acres of the 5710 Lot and the two acres of the
5712 Lot. If there are additional lease agreements relating to these properties you have
not filed, please file them as exhibits to the offering circular and disclose the material
terms of such agreements. If not, please revise your disclosure to address this
discrepancy.
You may contact Ameen Hamady at 202-551-3891 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters. Please
contact Paul Fischer at 202-551-3415 or Irene Paik at 202-551-6553 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Gina Austin, Esq.