SecProbe.io

September 15, 2025
Jeremy Barnett
Chief Executive Officer
Rad Technologies Inc.
1501 Lincoln Blvd
Venice, CA 90291
Re:Rad Technologies Inc.
Offering Statement on Form 1-A
Post-qualification Amendment No. 1
Filed August 26, 2025
File No. 024-12513
Dear Jeremy Barnett:
            We have conducted a limited review of your amendment and have the
following comments.
            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. 1 to Offering Statement on Form 1-A
General
1.Under Rule 251(a)(2), the sum of the aggregate offering price of the current offering
and aggregate sales for all securities sold pursuant to other offering statements within
the 12 months before the start of and during the current offering cannot exceed $75
million. We note that the aggregate offering price of the current offering is
$72,539,998.89, and the explanatory note on the cover page indicates that to date,
approximately 22,619,999 Class B shares have already been sold, representing
$11,454,018.34 in gross proceeds. Please adjust your offering to comply with the $75
million cap or explain why you believe the current offering complies with Rule
251(a).

September 15, 2025
Page 2
2.Your original Form 1-A qualified 21,818,181 Class B shares and disclosed that the
offering would terminate as follows:
•Cover page: "The Offering will terminate at the earlier of the date at which the
maximum offering amount has been sold or the date at which the offering is
earlier terminated by the Company at its sole discretion."
•Plan of distribution: "The Company intends for this offering to continue until one
year following qualification by the SEC, or until sooner terminated by the
Company."
•Plan of distribution: "The Offering will terminate at the earliest of: (1) the date at
which the maximum offering amount has been sold, (2) the date which is three
years from this offering being qualified by the Commission, and (3) the date at
which the offering is earlier terminated by us at our sole discretion."

Because the original Form1-A qualified 21,818,181 Class B shares, it appears that the
offering terminated when the offering closed on June 15, 2025, with the sale of
22,619,999 Class B shares. Please file a new Form 1-A for the current offering or
advise why you believe the original offering has not been terminated. In addition,
disclose what exemption you relied on for the sale of the additional shares beyond the
amount qualified under the original Form 1-A.
Cover Page
3.Please revise so that it is clear when the offering will terminate. Your disclosure on
the cover page and within the plan of distribution is inconsistent.
Risk Factors, page 7
4.Your "Plan of Distribution" section indicates that, after $17 million shares are sold for
cash, closing of subscriptions will include a portion of shares offered by the company
and a portion of shares offered by selling shareholders. Please provide a risk factor
addressing that the company's offering is not separate from the selling shareholders'
offering, purchasers in the offering will not be able to choose whether they are buying
shares from the company or selling shareholders, and this may result in the company
receiving less proceeds.
Plan of Distribution and Selling Security Holders
Bonus Shares for Certain Investors (Up to 15%), page 37
5.We note that Bonus Shares are disclosed as "up to 15%" in some places and 20% in
other places within the filing. Please revise for consistency throughout.

September 15, 2025
Page 3
            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 Charli Wilson at 202-551-6388 or Kathleen Krebs at 202-551-3350
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Andrew Stephenson, Esq.