Via Edgar
October 6, 2014
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Kathleen Krebs, Special Counsel | |
| Kate Beukenkamp, Attorney Adviser | ||
| Larry Spirgel, Assistant Director | ||
| Claire DeLabar, Senior Staff Accountant | ||
| Terry French, Accountant Branch Chief | ||
| Re: | Safety Quick Lighting & Fans Corp. | |
| Amendment No. 2 to Registration Statement on Form S-1 | ||
| Filed August 1, 2014, as amended August 5, 2014 and September 22, 2014 | ||
| File No. 333-197821 |
Ladies and Gentlemen:
On behalf of Safety Quick Lighting & Fans Corp. (the “Company”), we are writing to respond to the comments raised in the letter, dated October 2, 2014, from the staff of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Registration Statement on Form S-1 filed with the Commission on August 1, 2014, as amended August 5, 2014 and September 22, 2014 (the “Registration Statement”). The Company’s responses below correspond to the captions and numbers of those comments, which are reproduced below in italics. In response to your comments, the Company has amended the Registration Statement, as appropriate, and filed the amended Registration Statement with the Commission. Capitalized terms used in this letter but not otherwise defined herein have the meanings assigned to them in the Registration Statement.
General
| Comment 1. | We have considered your response to comment 1 from our letter dated August 28, 2014. Please tell us why you are registering all of the company’s outstanding common shares and all shares underlying convertible and exchangeable securities. For the shares being registered that were not part of the notes and warrants offerings, tell us when and how the shareholders received their shares. |
| Response: | In response to your first inquiry within this comment, as stated in the Registration Statement, the Company is obligated to file a registration statement covering the shares of its common stock underlying the Notes and Warrants sold in the Notes Offering pursuant to the Registration Rights Agreements entered into between the Company and the Investors. Additionally, given the Company’s intent to seek quotation on the Over-the-Counter Bulletin Board upon effectiveness of the Registration Statement, the Company determined to include in the Registration Statement all of its issued and outstanding shares of common stock in an effort to facilitate some measure of liquidity in the market for its common stock subsequent to approval by FINRA.
In response to your second inquiry within this comment, please see the chart attached asExhibit A hereto, which details the requested additional information regarding all shareholders, including those that did not purchase their respective securities in the Notes Offering. |
Selling Shareholders, page 22
| Comment 2. | Please revise the fourth paragraph to state that you have 35,500,000 shares outstanding as of August 31, 2014, rather than 63,485,919 shares outstanding. | |
| Response: | In response to your comment, the Company has revised the Registration Statement to disclose the number of shares outstanding as of August 31, 2014 as 35,500,000. Please see the Selling Shareholders section, found on page 22 of the Registration Statement. |
| Comment 3. | Please identify here and under “Principal Shareholders” on page 50 the shareholders who have agreed to lock up their shares pursuant to the terms of a Lock-Up and Leak-Out Agreement. Disclose the aggregate number of shares locked-up and the date when the lock-up ends. Disclose the material terms of the Lock-Up and Leak-Out Agreement, including that shareholders may begin selling their shares prior to the end of the 24-month lock-up period upon the earlier of November 1, 2014, or the date of effectiveness of this registration statement. Explain that the ability to sell and amount of shares that shareholders may sell depends upon the then current trading price and trading volume of the company’s shares. Disclose these terms under “Lock-Up Agreements” on page 53. |
| Response: | In response to your comment, the Company has revised the Registration Statement to specify, for each shareholder in the Selling Shareholders table and in the Principal Shareholders table, the number of shares subject to such shareholder’s Lock-Up and Leak-Out Agreement, the date the lock-up period ends, and the percentage of trading volume for each Lock-Up and Leak-Out Agreement based on the then-current price per share of the Company’s common stock. The Company has also added additional detail to its general disclosure of the Lock-Up and Leak-Out Agreements. Please see the Selling Shareholders, Principal Shareholders and Description of Securities sections, found on pages 22, 51 and 55 of the Registration Statement, respectively, and Exhibit 10.20 in the Registration Statement. |
If you have any questions relating to any of the foregoing, please contact the undersigned, or Peter J. Gennuso, Company Counsel, at (212) 908-3958.
Respectfully,
/s/ James R. Hills
James R. Hills
cc:
Rani Kohen, Chairman, Safety Quick Lighting & Fans Corp.
Peter J. Gennuso, Esq.
EXHIBIT A
| (1a) | (1b) | (1) | (2) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | |
| Common Stock | Convertible Notes | Warrants | Options | Total | ||||||||
| 2013 PPM | 2013 PPM | 2013 PPM | Total | |||||||||
| Shareholder/Investor | Source | Shares | Tranche 1 | Tranche 2 | Total | Total | Tranche 1 | Tranche 2 | Total | All Warrants | Total | |
| Dov Shiff | a | 8,959,598 | 2,600,000 | 2,600,000 | 1,690,000 | 1,690,000 | 1,690,000 | 13,249,598 | ||||
| RNBK Holdings, LLC [Rani Kohen] | a | 8,003,969 | - | - | - | 8,003,969 | ||||||
| Motek 7 SQL, LLC [Hillel Bronstein] | a, e | 7,771,566 | - | - | - | 7,771,566 | ||||||
| DropLight LLC | - | 1,500,000 | 900,000 | 2,400,000 | 975,000 | 585,000 | 1,560,000 | 1,560,000 | 3,960,000 | |||
| David S. Nagelberg 2003 Revocable Trust DTD 7/2/03 | - | 1,100,000 | 900,000 | 2,000,000 | 715,000 | 585,000 | 1,300,000 | 1,300,000 | 3,300,000 | |||
| James R. Hills | b | 730,818 | 1,000,000 | 1,000,000 | 74,083 | 650,000 | 650,000 | 724,083 | 2,454,901 | |||
| Dutchess Opportunity Fund II LP | f | 1,400,000 | 800,000 | 800,000 | 200,000 | 200,000 | 200,000 | 2,400,000 | ||||
| Harry Mittelman Revocable Living Trust | - | 1,000,000 | 400,000 | 1,400,000 | 650,000 | 260,000 | 910,000 | 910,000 | 2,310,000 | |||
| XLR-8 (Delaware) LLC [Bob Nardelli] | - | 400,000 | 1,000,000 | 1,400,000 | 100,000 | 650,000 | 750,000 | 750,000 | 2,150,000 | |||
| Safety Investors 2014, LLC [Steven Siegelaub] | - | 1,000,000 | 1,000,000 | 650,000 | 650,000 | 650,000 | 1,650,000 | |||||
| Israel Kaminsky | a | 1,484,313 | - | - | - | 1,484,313 | ||||||
| Thomas Ridge | d | 875,000 | 200,000 | 200,000 | 50,000 | 50,000 | 50,000 | 100,000 | 1,225,000 | |||
| Grannus Financial Advisors | f | 1,000,000 | - | - | - | 1,000,000 | ||||||
| Investment 2013, LLC [Steven Siegelaub] | - | 776,535 | 776,535 | 194,134 | 194,134 | 194,134 | 970,669 | |||||
| 301 Office Ventures, LLC [Steven Siegelaub] | d | 875,000 | - | - | - | 875,000 | ||||||
| Enterprise 2013, LLC [Steven Siegelaub] | b | 577,046 | - | 185,208 | - | 185,208 | 762,254 | |||||
| Jacob Steinmetz - Steinmetz, Haring, Gurman & Co. | a | 576,762 | - | - | - | 576,762 | ||||||
| Eugene W. Kelly | - | 200,000 | 200,000 | 400,000 | 50,000 | 50,000 | 100,000 | 100,000 | 500,000 | |||
| Founding Asset Management [Chris Davis] | - | 400,000 | 400,000 | 100,000 | 100,000 | 100,000 | 500,000 | |||||
| John W. Kelly | - | 200,000 | 200,000 | 400,000 | 50,000 | 50,000 | 100,000 | 100,000 | 500,000 | |||
| Konrad Habsburg | - | 400,000 | 400,000 | 100,000 | 100,000 | 100,000 | 500,000 | |||||
| Michael Perillo | - | 400,000 | 400,000 | 100,000 | 100,000 | 100,000 | 500,000 | |||||
| Serge Kremer | - | 400,000 | 400,000 | 100,000 | 100,000 | 100,000 | 500,000 | |||||
| Tariq Masood | - | 400,000 | 400,000 | 100,000 | 100,000 | 100,000 | 500,000 | |||||
| Gidon Shem-Tov | a | 356,235 | - | - | - | 356,235 | ||||||
| Eran Guzi | b | 230,819 | - | 74,083 | - | 74,083 | 304,902 | |||||
| Keith Kurland | b | 230,819 | - | 74,083 | - | 74,083 | 304,902 | |||||
| Laurie Satanosky | b | 230,818 | - | 74,084 | - | 74,084 | 304,902 | |||||
| Noga Solovey | b | 230,818 | - | 74,084 | - | 74,084 | 304,902 | |||||
| Dennis Sevel | b | 230,819 | - | 74,083 | - | 74,083 | 304,902 | |||||
| Phillips Peter | d | 200,000 | - | - | - | 100,000 | 300,000 | |||||
| Clive Anthony Caunter | - | 200,000 | 200,000 | 50,000 | 50,000 | 50,000 | 250,000 | |||||
| David Scher and Tatiana Scher | - | 100,000 | 100,000 | 200,000 | 25,000 | 25,000 | 50,000 | 50,000 | 250,000 | |||
| Dirk Horn | - | 200,000 | 200,000 | 50,000 | 50,000 | 50,000 | 250,000 | |||||
| Dutchess Global Strategies Fund LLC | - | 200,000 | 200,000 | 50,000 | 50,000 | 50,000 | 250,000 | |||||
| Judith F. Krandel | - | 100,000 | 100,000 | 200,000 | 25,000 | 25,000 | 50,000 | 50,000 | 250,000 | |||
| Ami Kohen | e | 200,000 | - | - | - | 200,000 | ||||||
| John H. Blair III | - | 160,000 | 160,000 | 40,000 | 40,000 | 40,000 | 200,000 | |||||
| Nisim Farchi | c | 175,000 | - | - | - | 175,000 | ||||||
| Reuven Arie Shomrat | c | 175,000 | - | - | - | 175,000 | ||||||
| Avishay Rubin | b | 115,409 | - | 37,042 | - | 37,042 | 152,451 | |||||
| The Nikko Trust [P. Habsburg] | - | 120,000 | 120,000 | 30,000 | 30,000 | 30,000 | 150,000 | |||||
| Igal Marom | a | 127,227 | - | - | - | 127,227 | ||||||
| Debra Shore | - | 100,000 | 100,000 | 25,000 | 25,000 | 25,000 | 125,000 | |||||
| Gregory J. Attorli and Debra Shore JTWROS | - | 100,000 | 100,000 | 25,000 | 25,000 | 25,000 | 125,000 | |||||
| Christopher Lahiji | - | 80,400 | 80,400 | 20,100 | 20,100 | 20,100 | 100,500 | |||||
| David Usha | d | 100,000 | - | - | - | 100,000 | ||||||
| Murray Lee | d | 100,000 | - | - | - | 100,000 | ||||||
| Patty Barron | d | 100,000 | - | - | - | 100,000 | ||||||
| Pepi Kohen | e | 100,000 | - | - | - | 100,000 | ||||||
| R. Michael Stunden | - | 80,000 | 80,000 | 12,000 | 12,000 | 12,000 | 92,000 | |||||
| Carol Morton | - | 40,000 | 40,000 | 6,000 | 6,000 | 6,000 | 46,000 | |||||
| Adam Feren | c | 20,000 | - | - | - | 20,000 | ||||||
| Ayal Bitton | c | 20,000 | - | - | - | 20,000 | ||||||
| Big Hit Exporation, LLC [Stephen Golding] | c | 20,000 | - | - | - | 20,000 | ||||||
| Harriet Rosenberg | c | 20,000 | - | - | - | 20,000 | ||||||
| Henry Garofalo | c | 20,000 | - | - | - | 20,000 | ||||||
| Irene Schuster | c | 20,000 | - | - | - | 20,000 | ||||||
| Kelsi Rosneberg | c | 20,000 | - | - | - | 20,000 | ||||||
| Lori Feren | c | 20,000 | - | - | - | 20,000 | ||||||
| Murray Reffsin | c | 20,000 | - | - | - | 20,000 | ||||||
| Pamela Siegelaub | c | 20,000 | - | - | - | 20,000 | ||||||
| Robert & Arlene Feldman | c | 20,000 | - | - | - | 20,000 | ||||||
| Robert Wald | c | 20,000 | - | - | - | 20,000 | ||||||
| Tramel Exploration, LLC [Martin and Meg Thirer] | c | 20,000 | - | - | - | 20,000 | ||||||
| Jacob Nagar | a | 16,964 | - | - | - | 16,964 | ||||||
| Max Rosneberg | c | 16,000 | - | - | - | 16,000 | ||||||
| Betsy Siegelaub | c | 10,000 | - | - | - | 10,000 | ||||||
| John Lawrence Sr | c | 10,000 | - | - | - | 10,000 | ||||||
| Karen Lippman | c | 10,000 | - | - | - | 10,000 | ||||||
| Marc Siegelaub | c | 10,000 | - | - | - | 10,000 | ||||||
| Veronica & Bradon Godfrey | c | 10,000 | - | - | - | 10,000 | ||||||
| Total | 35,500,000 | 8,976,535 | 9,080,400 | 18,056,935 | 666,750 | 3,672,134 | 5,390,100 | 9,062,234 | 9,728,984 | 200,000 | 63,485,919 | |
Columns 1a and 1b- The number of shares of common stock currently held. As indicated in Column 1a by the letters below, these shares were acquired by the shareholders:
| a. | from their initial investment in Safety Quick Light LLC and upon its conversion into Safety Quick Lighting & Fans, Inc.; |
| b. | pursuant to the 2012 PPM (as discussed in Column 5); |
| c. | pursuant to a stock purchase agreement to purchase shares from a founding shareholder; |
| d. | as compensation for services rendered to the Company; |
| e. | as a transfer or gift from another shareholder; or |
| f. | pursuant to a stock purchase agreement with the Company. |
Column 2- Reflects the convertible notes issued by the Company on November 26, 2014 pursuant to the Notes Offering.
Column 3 - Reflects the convertible notes issued by the Company on May 8, 2014 and June 25, 2014 pursuant to the Notes Offering.
Column 4 - Includes the total of Columns 2 and 3.
Column 5 - Reflects warrants issued by the Company to certain investors who purchased shares in the Company pursuant two offerings to private investors in 2012 (collectively, the "2012 PPM"), the first of which resulted in a capital raise of $800,000 and ended on or about May 30, 2012, and the second of which resulted in a capital raise of $100,000 and ended on or
about July 25, 2012.
Column 6 - Reflects the warrants issued by the Company on November 26, 2014 pursuant to the Notes Offering.
Column 7 - Reflects the warrants issued by the Company on May 8, 2014 and June 25, 2014 pursuant to the Notes Offering.
Column 8 - Includes the total of Columns 6 and 7.
Column 9 - Includes the total of Columns 5 and 8.
Column 10 - Includes options issued to certain members of our Board of Directors, as more specifically described in the S-1.
Column 11 - Includes the total of Columns 1, 4, 9, and 10.
