GRIDIRON BIONUTRIENTS, INC.
6991 East Camelback Road
Suite D-300
Scottsdale, AZ 85251
CORRESP
November 25, 2020
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.W.
Washington, D.C. 20549
| Re: | GridIron BioNutrients, Inc. (the “Company”) Preliminary Proxy Statement on Schedule 14C Filed November 13, 2020 File No. 000-55852 |
Ladies and Gentlemen:
The Company is in receipt of the staff’s letter of comment dated November 24, 2020 on the above-captioned filing. Following is the Company’s response to such comment.
Preliminary Information Statement on Schedule 14C filed November 13, 2020
General
1. | We note your disclosure that holders of approximately 50.3% of your outstanding securities entitled to consent have approved the reverse stock split. It appears from your disclosure at page six that officers, directors and greater than 5% owners of your common stock account for less than 50% of the outstanding common stock. Please describe how the consent was obtained, identifying the consenting shareholders and the percentage of ownership held by such shareholders. |
RESPONSE: As set forth in the notice to shareholders appearing in the above-captioned filing, the Majority Shareholders who are expected to execute the consent to the reverse stock split include holders of both the Company’s outstanding common stock as well as shares of its outstanding Series A Preferred. The designations, rights and preferences of the Series A Preferred provide that each share of Series A Preferred is entitled to such number of votes equal to the number of shares of the Company’s common stock into which such shares of Series A Preferred would be convertible on the record date for the vote or date of consent of stockholders, subject to a 4.99% beneficial ownership limitation, and as shall otherwise be entitled to under Nevada law (see “Principal Shareholders” on page 6 of the above-captioned filing and the Current Report on Form 8-K filed on August 16, 2018). As a result of this contractual right, set forth below is the total number of votes held by the shareholders entitled to consent on the reverse stock split:
Total common stock outstanding |
|
| 57,636,720 |
|
No. of Series A Preferred on an as converted basis entitled to consent |
|
| 2,876,072 |
|
Total votes |
|
| 60,512,792 |
|
50.1% of total votes |
|
| 30,316,909 |
|
Division of Corporation Finance
U.S. Securities and Exchange Commission
November 25, 2020
page two
As requested, set forth below is the identity of the Majority Shareholders who are expected to execute the consent approving the reverse stock split and the percentage of voting securities held by each such shareholder:
Name of Shareholder |
| No. of Votes |
|
| Percentage of Total Vote |
| ||
|
|
|
|
|
|
| ||
Timothy Orr |
|
| 26,527,500 |
|
|
| 43.9 | % |
Calvary Fund Management LLC |
|
| 650,000 |
|
|
| 1.1 | % |
Pinz Capital Special Opportunities LP |
|
| 2,876,072 |
|
|
| 4.8 | % |
Tammy Phillips |
|
| 400,000 |
|
|
| 0.7 | % |
Total |
|
| 30,453,572 |
|
|
| 50.3 | % |
We expect that the Majority Shareholder consent will be executed by the foregoing shareholders once the staff advises the Company it has no further comments on the above-captioned filing and immediately prior to the filing of a definitive information statement on Schedule 14C.
We trust the foregoing sufficiently responds to the staff’s comment. The Company acknowledges its understanding that it and its management are responsible for the accuracy and adequacy of their disclosures.
| Sincerely, |
|
|
|
|
| /s/ Timothy Orr |
|
| Timothy Orr |
|
| President |
|
