Correspondence 0001104659-23-019567 from NAVA HEALTH MD, LLC (CIK 0001932231)
NAVA HEALTH MD, LLC (CIK 0001932231)
Date: Feb. 13, 2023 · CIK: 0001932231 · Accession: 0001104659-23-019567
AI Filing Summary & Sentiment
File numbers found in text: 333-268022
Letter
Via EDGAR Division of Corporation Finance Office of Industrial Applications and Services Attention: Margaret Schwartz Re: Nava Health MD, LLC Amendment No. 3 to Registration Statement on Form S-1 Filed February 7, 2023 File No. 333-268022
Dear Ms. Schwartz:
On behalf of Nava Health MD, LLC, a Delaware limited liability company (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated February 9, 2023 (the “Comment Letter”), regarding the abovementioned Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-268022) filed by the Company on February 7, 2023 (the “Amendment”). In response to the comments set forth in the Comment Letter, the Company has updated the Amendment and is concurrently submitting the updated Amendment with this response letter. The updated Amendment also contains certain additional updates and revisions.
Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are restated below in bold text, with each comment followed by the Company’s response. We have included page numbers to refer to the location in the Amendment, filed on the date hereof, where the revised language addressing a particular comment appears. Capitalized terms used, but not defined, in this letter have the meanings ascribed to such terms in the Amendment.
Nava Health MD, LLC
February 13, 2023
Page 2
Amendment No. 3 to Registration Statement on Form S-1, Filed February 7, 2023
Exhibits
1. We note the opinion filed as Exhibit 5.1 says "the Secondary Shares will be validly issued fully paid and non-assessable when (i) the Registration Statement, as finally amended, shall have been declared effective under the Securities Act and (ii) the Company’s Board or a duly authorized committee thereof shall have duly adopted final resolutions regarding the registration of the Secondary Shares." Since the shares of common stock in the secondary offering will have already been issued, please have counsel provide an opinion that the shares of common stock in the secondary offering are validly issued, fully paid, and nonassessable and remove conditions (i) and (ii). Finally, please revise to state the number of secondary shares covered by the opinion. Refer to Staff Legal Bulletin No. 19 for guidance.
Response: In response to the Staff’s comment, the Company has submitted a new opinion filed as Exhibit 5.1.
If you have any questions or require additional information, please contact the Company’s counsel, Rachel M. Jones at (410) 528-4652 or at rmjones@venable.com or Eric R. Smith at (410) 528-2355 or at ersmith@venable.com, of Venable LLP.
Sincerely,
By:
/s/ Eric Smith
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CORRESP
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filename1.htm
February 13, 2023
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, NE
Washington, D.C. 20549
Attention: Margaret Schwartz
Laura Crotty
Tracie Mariner
Al Pavot
Re: Nava Health MD, LLC
Amendment No. 3 to Registration
Statement on Form S-1
Filed February 7, 2023
File No. 333-268022
Dear Ms. Schwartz:
On behalf of Nava Health MD,
LLC, a Delaware limited liability company (the “Company”), we are responding to the comments from the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated February 9, 2023 (the “Comment Letter”),
regarding the abovementioned Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-268022) filed by the Company
on February 7, 2023 (the “Amendment”). In response to the comments set forth in the Comment Letter, the Company
has updated the Amendment and is concurrently submitting the updated Amendment with this response letter. The updated Amendment also contains
certain additional updates and revisions.
Set forth below are the Company’s
responses to the Staff’s comments. For convenience, the Staff’s comments are restated below in bold text, with each comment
followed by the Company’s response. We have included page numbers to refer to the location in the Amendment, filed on the date
hereof, where the revised language addressing a particular comment appears. Capitalized terms used, but not defined, in this letter have
the meanings ascribed to such terms in the Amendment.
Nava Health MD, LLC
February 13, 2023
Page 2
Amendment No. 3 to Registration Statement
on Form S-1, Filed February 7, 2023
Exhibits
1. We note the opinion filed as Exhibit 5.1 says "the Secondary Shares will be validly issued fully paid and non-assessable
when (i) the Registration Statement, as finally amended, shall have been declared effective under the Securities Act and (ii) the
Company’s Board or a duly authorized committee thereof shall have duly adopted final resolutions regarding the registration of the
Secondary Shares." Since the shares of common stock in the secondary offering will have already been issued, please have counsel
provide an opinion that the shares of common stock in the secondary offering are validly issued, fully paid, and nonassessable and remove
conditions (i) and (ii). Finally, please revise to state the number of secondary shares covered by the opinion. Refer to Staff Legal
Bulletin No. 19 for guidance.
Response:
In response to the Staff’s comment, the Company has submitted a new opinion filed as Exhibit 5.1.
If you have any questions
or require additional information, please contact the Company’s counsel, Rachel M. Jones at (410) 528-4652 or at rmjones@venable.com
or Eric R. Smith at (410) 528-2355 or at ersmith@venable.com, of Venable LLP.
Sincerely,
By:
/s/ Eric Smith
cc:
Bernaldo Dancel, Nava Health MD, LLC
Chien-Chien Jacques, Nava Health MD, LLC
Rachel Jones, Esq., Venable LLP