SEC Comment Letter 0000000000-23-011989 to DOC.COM INC. (CIK 0001925674)
DOC.COM INC. (CIK 0001925674)
Date: Nov. 2, 2023 · CIK: 0001925674 · Accession: 0000000000-23-011989
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File numbers found in text: 024-12337
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United States securities and exchange commission logo
November 2, 2023
Charles Nader
Chief Executive Officer
DOC.COM INC.
408 Broadway
New York, NY 10013
Re:DOC.COM INC.
Offering Statement on Form 1-A
Filed October 11, 2023
File No. 024-12337
Dear Charles Nader:
We have reviewed your offering statement 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.
Form 1-A filed October 11, 2023
Cover Page
1.We note that you have a dual class capital structure with Class B common stock having 20
votes per share, and that your Chief Executive Officer Charles Nader will have majority
voting control of the company. Please revise your cover page disclosure to discuss the
dual class nature of your capital structure and to quantify the voting control that Mr.
Nader will have following completion of the offering. In addition, revise your risk factor
disclosure to address the risks associated with a dual class capital structure and
management's voting control of the company.
Use of Proceeds, page 12
2.Please disclose whether or not the proceeds from this offering will be used to compensate
the company's officers or directors. Refer to Instruction 2 to Item 6 of Form 1-A.
FirstName LastNameCharles Nader
Comapany NameDOC.COM INC.
November 2, 2023 Page 2
FirstName LastName
Charles Nader
DOC.COM INC.
November 2, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
14
3.Please revise this section to provide more detailed disclosure regarding your financial
condition and results of operations, and provide all of the disclosures required by Item 9
of Form 1-A.
Business, page 18
4.Please revise the description of your business to address the following:
•Please disclose your current stage of business development. For example, disclose
whether you have developed the app through which customers will speak with
healthcare professionals. Disclose whether you have signed any agreements for the
employment of doctors for your app.
•To the extent material, please disclose here and in your risk factors risks pertaining to
cybersecurity.
•Please describe how you will structure the service fee for appointments that run
longer than 15 minutes. For example, disclose whether you will charge customers per
minute or at a flat rate.
•Please disclose who your "pharmacy partner" is. If you do not yet have a pharmacy
partner, please revise your disclosure to clarify that, and disclose where you are in the
process of finding one. Please also disclose how you anticipate obtaining special
prices from your pharmacy partner(s).
•Please describe the relationship between you and the physicians, psychologists, and
veterinarians on your app. Disclose how you will compensate them for their services,
and how you anticipate offering free 15 minute consultations will affect the
profitability of the arrangement.
•Please discuss your planned revenue stream of selling over-the-counter products in
more detail. For example, describe whether you intend to purchase such products in
bulk, and where you intend to store such products. Describe the advantages to
customers in purchasing such products from you, versus from a traditional retail
pharmacy.
Principal Shareholders, page 21
5.Please revise your beneficial ownership table to include Class B common stock, as it
appears to be a voting stock. Refer to Item 12 of Form 1-A.
Notes to the Financial Statements
Note 5 - Shareholders' Equity, page 37
6.Please update your disclosure that, "as of December 31, 2022, no Class B Common shares
have been issued" to reflect that you have 15,000,000 shares of Class B common stock
outstanding as of the date of the offering circular.
FirstName LastNameCharles Nader
Comapany NameDOC.COM INC.
November 2, 2023 Page 3
FirstName LastName
Charles Nader
DOC.COM INC.
November 2, 2023
Page 3
General
7.Please provide a currently dated consent from your independent public accounting firm.
8.Please revise to include the disclosure required by Item 13 of Form 1-A, or tell us why it
is not required.
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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
Please contact Lauren Pierce at 202-551-3887 or Matthew Derby at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Andy Altahawi