| 350 East Las Olas Boulevard, Suite 1750 |
| Ft. Lauderdale, FL 33301-4268 | |
| Telephone: 954-991-5420 | |
| Facsimile: 844-670-6009 | |
| http://www.dickinsonwright.com | |
| Clint J. Gage | |
| CGage@dickinsonwright.com | |
| 954-991-5425 |
September 2, 2022
VIA ELECTRONIC EDGAR FILING
Office of Finance
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
| Re: | Worthy Property Bonds, Inc. | |
| Amendment No. 6 to Offering Statement on Form 1-A | ||
| Filed August 9, 2022 | ||
| File No. 024-11563 |
Dear Sir or Madam:
We have electronically filed herewith on behalf of Worthy Property Bonds, Inc. (the “Company”) Amendment No. 7 (“Amendment No. 7”) to the above-referenced offering statement on Form 1-A originally filed on June 23, 2021 (“Form 1-A”). Amendment No. 7 is marked with < R > tags to show changes made from Amendment No. 6 to the Form 1-A which was filed on August 9, 2022. Set forth herein please find a narrative response, on behalf of the Company keyed to the comments of the staff of the Division of Corporation Finance (the “Staff”) set forth in the Staff’s comment letter to Dara Albright dated August 25, 2022. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.
Amended Offering Statement on Form 1-A
Risk Factors, page 9
1. Comment: Refer to your response to comment 1. Please add a separately-captioned risk factor describing any material risks related to the fact that you are unable to conduct the offering in Florida. As part of this risk factor, discuss the specific potential consequences to both you and investors if, despite the changes that you have made to the company and this offering, Florida regulators take the position that the offering does not comply with Florida issuer-dealer registration laws.
Response: In response to the Staff’s Comment #1, the Company has added a risk factor in Amendment No. 7 describing material risks related to the fact that the Company is unable to conduct the offering in Florida and discussing the specific potential consequences to the Company and investors if Florida regulators take the position that the offering does not comply with Florida issuer-dealer registration laws.
Dickinson Wright PLLC | ||
| Office of Finance | Division of Corporation Finance | ||
| Securities and Exchange Commission | ||
| September 2, 2022 | ||
| Page 2 | ||
If the Staff has any further comments regarding the offering statement on Form 1-A, Amendment No. 6 or any subsequent amendments to the Company’s offering statement on Form 1-A, please feel free to contact the undersigned.
| Dickinson Wright PLLC | ||
| By: | /s/ Clint J. Gage | |
| Clint J. Gage, Esq. | ||
| cc: | Michael Henderson/U.S. Securities and Exchange Commission |
| Hugh West/U.S. Securities and Exchange Commission | |
| Tonya K. Aldave/U.S. Securities and Exchange Commission | |
John Dana Brown/U.S. Securities and Exchange Commission | |
| Dara Albright/Worth Property Bonds, Inc. | |
| Sally Outlaw/Worthy Property Bonds, Inc. | |
| Alan Jacobs/Worthy Property Bonds, Inc. |