July 9, 2019
Douglas Chloupek
Chief Executive Officer
JUVA LIFE INC./Canada
1500 - 885 West Georgia Street
Vancouver, British Columbia V6C 3E8
Canada
Re: JUVA LIFE INC./Canada
Offering Statement on Form 1-A
Filed June 12, 2019
Amendment No. 1 to Offering Statement on Form 1-A
Filed July 1, 2019
File No. 024-11014
Dear Mr. Chloupek:
We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Form 1-A filed June 12, 2019
Consolidated Financial Statements, page F-5
1. Your parent company and various subsidiaries have similar names. Further,
your
nomenclature and abbreviations used for the various entities involved are
not used
consistently throughout your filing. Please revise your references to the
various entities
involved throughout the filing, including but not limited to the pro
forma information
beginning on page F-46, to be more consistent and to clearly and
positively identify the
entities involved. For example, please address the following:
The financial statements for the company, Juva Life, Inc., presented on
page F-5 is a
shell entity which was incorporated on April 3, 2019 in the British
Columbia, whereas
the financial statements presented on page F-21 for Juva Life, Inc.
for the year ended
Douglas Chloupek
FirstName LastNameDouglas Chloupek
JUVA LIFE INC./Canada
Comapany NameJUVA LIFE INC./Canada
July 9, 2019
Page 2
July 9, 2019 Page 2
FirstName LastName
December 31, 2018 which was incorporated on June 29, 2018 in
California has
operations. The presentation of the two entities with the same
name is confusing.
Please revise to clarify.
Juva Life Inc., the registrant, was incorporated on April 3, 2019.
It appears based on
page 5 that Juva Life, Inc, for which the financial statements are
presented on page F-
21 is the subsidiary of the company as of May 30, 2019. If the
financial statements
beginning on page F-21 are the predecessor of the registrant,
please indicate that in the
filing.
You state on page F-25 that the Company entered into a merger
agreement with Juva
Holdings (Holdco) and Juva Life Inc. (Juva Canada). Please revise
to clarify the
relationship of Juva Canada to the registrant.
Please clarify the relationship of Juva Holdings (California) Ltd
(Holdco), referred to
on page F-25 to Juva Holdings (California) Ltd (Subco) referred to
on pages F-9 and
F-48.
Please clarify the relationship of Juva USA, referred to on pages
F-9 and F-48 to Juva
Life Inc., for which the financial statements are presented
beginning on page F-21.
Also clarify if Juva CA as referred to on page 5 and elsewhere is
the same entity as
Juva USA and Juva Life, Inc., the company's subsidiary.
The discussion of Juva CA for Juva Life, Inc., a California
corporation, is confusing
since it appears similar to Juva Canada, the Canadian entity.
Please revise to clarify.
Your reference on page F-48 to Juva Holdings (California) Ltd
(Subco) and Juva Life,
Inc. (Juva USA) together combined being referred to as Subco is
confusing since
Subco is part of the combined Subco. Please revise to clarify.
Amendment No. 1 to Offering Statement on Form 1-A Filed July 1, 2019
Cover Page
2. Please revise the aggregate offering price in Item 4 of Part I and on
the cover page of the
Offering Statement to reflect the proceeds to be received from the
exercise of the warrants
in the total maximum offering. Please also expand your use of proceeds
section on page
34 to set forth how proceeds to be received from the exercise of the
warrants will be
used. See Note to Paragraph (a) of Regulation A Rule 251.
Summary
Our Business, page 5
3. We note your statement that you will be involved in drug research,
manufacturing and
distribution but you do not have plans to seek United States federal
regulatory approval
for the products. Additionally, we note your plans to target numerous
disorders with your
products on page 37. Please clarify whether these products would be
regulated by
the U.S. Food and Drug Administration or comparable regulatory bodies
and tell us the
basis for your belief that approval for the products would not be
required.
Douglas Chloupek
FirstName LastNameDouglas Chloupek
JUVA LIFE INC./Canada
Comapany NameJUVA LIFE INC./Canada
July 9, 2019
July 9, 2019 Page 3
Page 3
FirstName LastName
Risk Factors
We will incur increased costs as a result of our public reporting
obligations..., page 28
4. We note your statement that you "may become subject to periodic
reporting
requirements." Please revise to clarify the reporting obligation to
which you will be
subject following completion of this offering and the reports to which
purchasers in this
offering under Regulation A will be entitled.
Description of Business
Our Products and Services, page 37
5. Please revise this section to disclose in greater detail the current
stage of your business.
Your disclosure should clearly state the current status of
development, the steps you have
taken toward your planned operations, your intended customers and
market(s) in which
you plan to distribute your products, your anticipated timeline, and
the steps remain.
Additionally, please clarify whether Frost Flowers is currently
growing cannabis and the
expected production in 2019.
6. We note that your strategic plan hinges on the licenses you have
obtained or will obtain to
operate at every level as a vertically integrated company. Please
expand to describe the
material rights and obligations of the permits and licenses you
reference in this section, as
well as the status of the applications you mention here. Further
clarify what you mean by
obtaining licenses and permits "in all verticals" of the California
cannabis market.
Directors, Executive Officers and Significant Employees
Business Experience, page 48
7. Please provide clear disclosure regarding the business experience of
Mr. Lee, Dr. Patel,
Mr. Singhavon, and Ms. Gothie during the past five years, including in
each case
their principal occupations and employment, the dates they served in
those roles, and the
name and principal business of any corporation or other organization
in which such
occupations and employment were carried on. See Item 10(c) of Part II
of From 1-A.
Securities Being Offered, page 54
8. Please revise to describe the provision in Section 11.1 of the
subscription agreement, and
clarify whether the provision applies to Securities Act or Exchange
Act claims.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
Douglas Chloupek
JUVA LIFE INC./Canada
July 9, 2019
Page 4
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Mary Mast at 202-551-3613 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with
any other
questions.
Sincerely,
FirstName LastNameDouglas Chloupek
Division of
Corporation Finance
Comapany NameJUVA LIFE INC./Canada
Office of Healthcare
& Insurance
July 9, 2019 Page 4
cc: Rebecca G. DiStefano, Esq.
FirstName LastName