October 30, 2019
Thomas J. Wood
Chief Executive Officer
RemSleep Holdings Inc.
637 N. Orange Ave., Suite 609
Orlando, FL 32789
Re: RemSleep Holdings Inc.
Offering Statement on Form 1-A
Filed October 4, 2019
File No. 024-11092
Dear Mr. Wood:
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 October 4, 2019
Risk Factor
Risks Related to Government Regulation
We may not receive the necessary clearances or approvals for our future
products..., page 19
1. We note your disclosure on page 20 that you have obtained approval of
your DeltaWave
device through the PMA pathway. However, your disclosure on page 28
states that "[you]
will need to obtain PMA approval for [y]our DeltaWave device." Please
revise to ensure
consistency throughout your offering circular.
Exhibits
Form of Subscription Agreement, page 83
2. We note that Section 7 (j) of Exhibit 4.1 to your Form of Subscription
Agreement discloses that "[w]ith respect to any suit, action or
proceeding relating to any
offers, purchases or sales of the Securities by the undersigned
("Proceedings"), the
Thomas J. Wood
FirstName Holdings Inc.
RemSleep LastNameThomas J. Wood
Comapany NameRemSleep Holdings Inc.
October 30, 2019
October 30, 2019 Page 2
Page 2
FirstName LastName
undersigned irrevocably submits to the jurisdiction of the federal or
state courts located in
the Borough of Manhattan in New York City, which submission shall be
exclusive unless
none of such courts has lawful jurisdiction over such Proceedings."
Section 7(k) states
that "the undersigned irrevocably waives any and all right to trial by
jury with respect to
any legal proceeding arising out of the transactions contemplated by
this subscription
agreement." Please confirm, if true, that the exclusive forum and jury
waiver provisions
are not intended to apply to claims under the U.S. federal securities
laws. If the provisions
do apply to claims under the U.S. federal securities laws, please
clearly disclose this in
your offering circular and, if true, that by agreeing to the
provision, investors will not be
deemed to have waived your compliance with the federal securities laws
and the rules and
regulations promulgated thereunder. Please also provide risk factor
disclosure in
your offering circular related to the exclusive forum and jury waiver
provisions, including
but not limited to the enforceability of the provisions, increased
costs to bring a claim,
limited access to information and other imbalances of resources
between the company and
shareholders, and that these provisions can discourage claims or limit
shareholders ability
to bring a claim in a judicial forum that they find favorable. If
these provisions do not
apply to actions arising under the Securities Act or Exchange Act,
please also ensure that
the provisions in the Form of Subscription Agreement states this
clearly.
General
3. We recently noted a general advertisement for an investment
opportunity in your company
on a web-site that appears to be a funding portal. See
www.fundable.com/remspleep.
Please tell us which rule you are relying upon for this private
placement and how it
complies with Rule 251(c) of Regulation A. For example, if you intend
to rely on Rule
506(b) of Regulation D to conduct the private placement, tell us how
you intend to
comply with the general solicitation prohibition.
4. Please highlight the disparate voting rights of your capital structure
on your offering
summary section. For example, include the number of votes per share to
which each class
of stock is entitled.
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
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.
Thomas J. Wood
RemSleep Holdings Inc.
October 30, 2019
Page 3
Please contact Scott Anderegg, Staff Attorney at 202-551-3342 or Jennifer
L pez-
Molina, Staff Attorney at 202-551-3792 with any questions.
FirstName LastNameThomas J. Wood Sincerely,
Comapany NameRemSleep Holdings Inc.
Division of
Corporation Finance
October 30, 2019 Page 3 Office of Trade &
Services
FirstName LastName