United States securities and exchange commission logo
July 31, 2020
Evan Horrowitz
Chief Executive Officer
Farmhouse, Inc.
1355 Market Street, Suite 488
San Francisco, CA 94103
Re: Farmhouse, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed July 6, 2020
File No. 333-238326
Dear Mr. Horrowitz:
We have reviewed your amended registration 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 registration
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 registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1/A filed on July 6, 2020
Registration Statement Cover Page, page 1
1. Please check the box to
indicate that you are a smaller reporting company.
Prospectus Cover Page, page 3
2. You disclose on the
cover page that the selling stockholders intend to sell their shares at
prevailing market
prices or at privately negotiated prices. On page 26, however, you state
that until a public
market is established for your common stock, the selling stockholders
will be offering their
shares at the offering price of $0.75. Because there is currently no
public market for your
shares, the selling shareholders must sell your shares at a fixed
price. Please disclose
that price on the cover page and in the Plan of Distribution section.
Evan Horrowitz
Farmhouse, Inc.
July 31, 2020
Page 2
3. Since you disclose that you have no warrants outstanding, please
remove your references
on the prospectus cover page to warrants and the receipt of proceeds
from any cash
exercise of warrants.
About this Prospectus, page 6
4. On the cover page, you state that the selling shareholders are
offering for resale shares of
your common stock that were initially purchased from you in private
placement
transactions. However, in this section you state that "the selling
stockholder may, from
time to time, sell up to 5,454,689 shares of our common stock that it
may purchase from
us from time to time at our sole discretion in the future pursuant to
the Purchase
Agreement." Please clarify how the selling shareholders received their
shares, including
whether the shares are currently outstanding and held by the selling
shareholders. As
appropriate, file the Purchase Agreement as an exhibit.
Revenues, page 10
5. You disclose in this section that you generated revenue in the fiscal
years ended
December 31, 2018 and December 31, 2019 from subscription fees related
to your
WeedClub portal. You disclose on page 34, however, that membership in
the
WeedClub platform is free. Please disclose the nature and amount of
subscription fees
you derived from the WeedClub platform in all the periods covered by
the financial
statements.
Risk Factors, page 14
6. We note the statement that "Additional risks and uncertainties not
currently known to us
or that we presently deem to be immaterial may also materially and
adversely affect" your
business. Please delete or revise this statement as your risk factor
section should address
current and known material risks.
Risks Relating to Use of New Technology, page 20
7. We note the references in this section to blockchain-based technology.
Please revise your
summary and business disclosure to discuss your plans to utilize such
technology.
"Due to our connection to the cannabis industry...", page 22
8. You state in this risk factor that your common stock is quoted on the
OTCQB. In other
sections of the prospectus, you state that your shares are quoted on the
OTC Market. It
FirstName LastNameEvan Horrowitz
appears your stock is quoted on the OTC Pink. Please revise disclosure
throughout your
Comapany NameFarmhouse,
prospectus Inc.that your shares are currently quoted on
the Pink tier of the
to state clearly
July 31,OTC
2020Market.
Page 2
FirstName LastName
Evan Horrowitz
FirstName
Farmhouse,LastNameEvan Horrowitz
Inc.
Comapany
July NameFarmhouse, Inc.
31, 2020
July 31,
Page 3 2020 Page 3
FirstName LastName
Selling Stockholders, page 26
9. You disclose in this section that the selling shareholders are
offering 5,478,439 shares of
your common stock. On the cover page, however, you state that they are
offering 5,454,689 shares. Please revise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
45
10. Please revise your disclosure to discuss the components of your
revenue and expenses for
the financial periods presented and the reasons for the change in
revenue and expenses for
comparable periods. In this regard, we note the disclosure on page 10
that you derive
revenue from four sources: subscription fees related to the WeedClub
portal, affiliate
advertising revenues, event ticket sales and sponsorships, and
referral fees and revenue.
Refer to Item 303(a)(3) of Regulation S-K. Also, disclose the minimum
number of
months that you will be able to conduct your planned operations using
currently available
capital resources. If it is less than 12 months, disclose the minimum
additional dollar
amount you will require to fund your business activities for the next
12 months.
Executive Compensation, page 47
11. Please disclose if Mr. Bostick earned any fees or other compensation
as a result of his role
as a director. Refer to Item 403(r) of Regulation S-K.
Market for Common Equity and Related Stockholder Matters, page 48
12. Please provide the market information required by Item 201(a) of
Regulation S-K. Refer
to Item 11(d) of Form S-1.
Incorporation of Certin Information by Reference, page 49
13. You are currently ineligible to incorporate information by reference
into the Form S-1.
Refer to General Instruction VII to Form S-1. Accordingly, please
remove this section
from the prospectus.
Signatures, page 56
14. Your registration statement must be signed by your principal financial
officer as well as
your controller or principal accounting officer. Please have your
controller or principal
accounting officer sign your next amendment, or indicate who is
signing in that capacity.
Evan Horrowitz
FirstName
Farmhouse,LastNameEvan Horrowitz
Inc.
Comapany
July NameFarmhouse, Inc.
31, 2020
July 31,
Page 4 2020 Page 4
FirstName LastName
Consolidated Balance Sheets for Fiscal Years Ended December 31, 2019, page 61
15. We note your intangible asset balances. Please revise to disclose the
following, if
material.
Present separately your intangible assets balance from your
goodwill balance on the
face of your balance sheet for each period presented.
Present the gross carrying amount and accumulated amortization,
both in total and by
major intangible asset class, for your intangible assets balance
as of each period
presented. Refer to ASC 350-30-50-2.
Provide the useful lives of each major intangible asset class used
to determine to
amortization expense.
Show changes in the carrying amount of goodwill (e.g. a
rollforward of the balance)
for each period presented. Refer to ASC 350-20-50-1.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 69
16. For each revenue category, please revise to clarify and explain in
greater detail your
performance obligations under your agreements, including judgments
made concerning
the timing of satisfaction and in the allocation of the transaction
price, if any. Refer to
ASC 606-10-50-12 and 606-10-50-17. For example, for referral fees, it
appears that you
recognize revenue when the "referee" and "potential target" consummate
a business
transaction. Accordingly, please describe your contractual performance
obligations when
you refer your customer and what a consummated business transaction
entails.
General
17. Please revise to include page numbers for all pages in your
registration statement, in
particular the financial statements and related notes for the periods
presented. In addition,
revise the enumeration on the table of contents page to identify the
pages on which the
information appears.
18. The prospectus does not include the information required by Items 403
and 404 of
Regulation S-K. Please revise to provide this information. Refer to
Item 11 of Form S-1.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Evan Horrowitz
Farmhouse, Inc.
July 31, 2020
Page 5
You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376
or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with
any other questions.
Sincerely,
FirstName LastNameEvan Horrowitz
Division of
Corporation Finance
Comapany NameFarmhouse, Inc.
Office of Technology
July 31, 2020 Page 5
cc: John Heskett
FirstName LastName