SEC Comment Letter 0000000000-23-001066 to NAVA HEALTH MD, LLC (CIK 0001932231)
NAVA HEALTH MD, LLC (CIK 0001932231)
Date: Feb. 1, 2023 · CIK: 0001932231 · Accession: 0000000000-23-001066
AI Filing Summary & Sentiment
File numbers found in text: 333-268022
Letter
United States securities and exchange commission logo February 1, 2023 Bernaldo Dancel Chief Executive Officer NAVA HEALTH MD, LLC 9755 Patuxent Woods Drive, Suite 100 Columbia, Maryland 21046 Re:NAVA HEALTH MD, LLC Amendment No. 2 to Registration Statement on Form S-1 Filed January 30, 2023 File No. 333-268022 Dear Bernaldo Dancel: We have reviewed your amended registration 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 registration 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 registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 2 to Registration Statement on Form S-1, Filed January 30, 2023 Risk Factors, page 11 1.We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.
FirstName LastNameBernaldo Dancel Comapany NameNAVA HEALTH MD, LLC February 1, 2023 Page 2 FirstName LastName Bernaldo Dancel NAVA HEALTH MD, LLC February 1, 2023 Page 2 Use of Proceeds, page 42 2.We note in your free writing prospectus filed January 30, 2023, you state that one of your uses of proceeds for this offering is strategic acquisitions. Please revise the Registration Statement to reflect this or advise. You may contact Tracie Mariner at 202-551-3744 or Al Pavot at 202-551-3738 if you have questions regarding comments on the financial statements and related matters. Please contact Margaret Schwartz at 202-551-7153 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Rachel M. Jones, Esq.
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United States securities and exchange commission logo
February 1, 2023
Bernaldo Dancel
Chief Executive Officer
NAVA HEALTH MD, LLC
9755 Patuxent Woods Drive, Suite 100
Columbia, Maryland 21046
Re:NAVA HEALTH MD, LLC
Amendment No. 2 to Registration Statement on Form S-1
Filed January 30, 2023
File No. 333-268022
Dear Bernaldo Dancel:
We have reviewed your amended registration 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1, Filed January 30, 2023
Risk Factors, page 11
1.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
FirstName LastNameBernaldo Dancel
Comapany NameNAVA HEALTH MD, LLC
February 1, 2023 Page 2
FirstName LastName
Bernaldo Dancel
NAVA HEALTH MD, LLC
February 1, 2023
Page 2
Use of Proceeds, page 42
2.We note in your free writing prospectus filed January 30, 2023, you state that one of your
uses of proceeds for this offering is strategic acquisitions. Please revise the Registration
Statement to reflect this or advise.
You may contact Tracie Mariner at 202-551-3744 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters. Please
contact Margaret Schwartz at 202-551-7153 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Rachel M. Jones, Esq.