March 16, 2020
Adam Colton
Chief Financial Officer
Hylete, Inc.
564 Stevens Avenue
Solana Beach, CA 92075
Re: Hylete, Inc.
Offering Statement on Form 1-A
Filed February 20, 2020
File No. 024-11158
Dear Mr. Colton:
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.
Offering Statement on Form 1-A
The Company's Business
Products and Product Design
Products, page 18
1. We note your disclosure that you will be launching the next version of
your Training App
in 2020. Please revise to state the current status of the app, explain
the differences
between the new version and the previous version, and disclose the
current number of
subscribers.
Marketing, page 20
2. Please revise your disclosure on page 21 to explain that you own the
GracedbyGrit
Foundation.
Adam Colton
FirstName LastNameAdam Colton
Hylete, Inc.
Comapany2020
March 16, NameHylete, Inc.
March 16, 2020 Page 2
Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Recently Issued Accounting Pronouncements, page 35
3. Please tell us whether you have elected to delay complying with any
new or revised
financial accounting standard until the date that a company is not an
issuer is required to
comply with such new or revised accounting standard, if such standard
also applies to
companies that are not issuers. If so, please disclose your election
to do so. Refer to Form
1-A, Part F/S (a)(3). In this regard, it appears you have adopted ASC
606, Revenue from
Contracts with Customers, on January 1, 2019, which is applicable for
nonpublic entities,
rather than January 1, 2018 for public reporting entities.
Additionally, please discuss the
impact that adoption of ASU 2016-02, Leases (Topic 842), will have on
your financial
statements.
Directors, Officers and Significant Employees, page 38
4. We note that the table states that directors are appointed to
indefinite terms. However,
Section 3.3 of the bylaws indicates that directors are elected at each
annual meeting to
hold office until the next annual meeting. Please advise.
Election of Board of Directors, page 39
5. We note that the offering statement and the certificate of
incorporation state that the
number of directors is seven, while Section 3.2 of the bylaws states
that the number of
directors is set at five. Please advise.
Compensation of Directors and Executive Officers, page 40
6. Please revise to include the person who served as Chief Financial
Officer until Mr. Wilson
was appointed Interim Chief Financial Officer in April 2019, or
explain to us why such
person is not required to be included in the table.
7. Please disclose the aggregate annual compensation of your directors as
a group for your
last completed fiscal year. Refer to Item 11(b) of Form 1-A.
Plan of Distribution
Commissions and Discounts, page 40
8. Please revise to state the number of warrants that will be issued to
StartEngine Primary if
the maximum number of shares is sold in the offering.
Notes to the Financial Statements
Note 2 - Going Concern, page F-8
9. We note the first paragraph on page F-8 indicates the Company is
anticipating filing a
registration statement for which additional shares of Class B common
stock will be
offered for purchase. Please reconcile this statement with the
information disclosed
Adam Colton
FirstName LastNameAdam Colton
Hylete, Inc.
Comapany2020
March 16, NameHylete, Inc.
March 16, 2020 Page 3
Page 3
FirstName LastName
on page 45 and elsewhere in the filing with respect to securities
being offered in the
offering statement (i.e. Class A common stock).
Note 12 - Common Stock, page F-18
10. Please revise your notes to the financial statements to include the
pertinent rights and
priviledges for Class A and B common stock outstanding. Refer to
guidance outlined in
ASC 505-10-50-3.
Note 19 - Subsequent Events, page F-23
11. We note from your disclosure that immediately prior to the effective
date of the
company's public offering you will effect a reorganization of your
common stock
including Class A and Class B and the authorization of Class C common
stock. Please tell
us whether the reorganization has taken place. In this regard, we note
from other sections
in the filing (i.e. Summary, Dilution, Securities Being Offered, etc.)
where you disclose
securities outstanding before the offering (as of January 31, 2020),
there is no discussion
of Class B common stock outstanding. Please advise and revise the
relevant sections of
your filing to clarify the circumstances surrounding the
reorganization and Class B
common stock. Additionally, your revised disclosure should clearly
indicate that the
nature of Class A common stock outstanding prior to the reorganization
will differ from
the shares of Class A common stock outstanding after the offering.
Part III
Index to Exhibits
12. For each of the exhibits incorporated by reference, please include the
date of the
incorporated report or filing.
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.
Adam Colton
Hylete, Inc.
March 16, 2020
Page 4
You may contact Beverly Singleton at 202-551-3328 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any
other questions.
FirstName LastNameAdam Colton Sincerely,
Comapany NameHylete, Inc.
Division of
Corporation Finance
March 16, 2020 Page 4 Office of
Manufacturing
FirstName LastName