SEC Comment Letter 0000000000-23-011573 to NxGen Brands, Inc. (NXGB) (CIK 0001989464)
NxGen Brands, Inc. (NXGB) (CIK 0001989464)
Date: Oct. 23, 2023 · CIK: 0001989464 · Accession: 0000000000-23-011573
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File numbers found in text: 024-12325
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United States securities and exchange commission logo
October 23, 2023
Joseph Lawanson
Chief Executive Officer
NxGen Brands, Inc.
8466 Violet Court
Arvada, CO 80007
Re:NxGen Brands, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed October 10, 2023
File No. 024-12325
Dear Joseph Lawanson:
We have reviewed your amended offering statement and have the following comment(s).
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. Unless we note otherwise,
any references to prior comments are to comments in our September 29, 2023 letter.
Amendment No. 1 to Offering Statement on Form 1-A filed October 10, 2023
Use of Proceeds, page 16
1.We note your response to comment 4. Please clearly disclose whether or not any of
the proceeds will be used to compensate or otherwise make payments to officers or
directors of the company or any of its subsidiaries. Refer to Instruction 2 to Item 6 of
Form 1-A.
Signatures, page 35
2.We note your response to comment 7 and reissue the comment in full. Please include the
signature of your principal accounting officer. Refer to Instructions to Signatures of Form
1-A.
FirstName LastNameJoseph Lawanson
Comapany NameNxGen Brands, Inc.
October 23, 2023 Page 2
FirstName LastName
Joseph Lawanson
NxGen Brands, Inc.
October 23, 2023
Page 2
Please contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Patrick Fullem at 202-551-8337 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Eric Newlan