United States securities and exchange commission logo
January 22, 2021
David Nikzad
President
Ei.Ventures, Inc.
1215 South Kihei Road, #424
Kihei, HI 96753
Re: Ei.Ventures, Inc.
Amendment No. 2 to
Draft Offering Statement on Form 1-A
Submitted January
11, 2021
CIK No.: 0001823182
Dear Mr. Nikzad:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft offering statement or publicly filing your offering
statement on EDGAR. 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 draft offering statement or filed offering statement and the
information you provide in
response to these comments, we may have additional comments.
Draft Offering Statement on Form 1-A Submitted January 11, 2021
Cover Page
1. We note your response
to prior comment 1 and re-issue in part. Your bylaws continue to
contain a right of
first refusal for transfers in favor of the Company. Please revise your
offering circular as
appropriate to disclose this provision, including on the cover page and
in your risk factors.
2. We note your response
to prior comment 2 and re-issue. The cover page of your offering
circular states that
you are offering 11,600,928 shares at $4.31 per share. However, Part I
of your preliminary
offering circular indicates that you will offer up to a maximum of
15,297,568 shares at
$3.20 per share. Please amend your document to ensure that the
maximum shares offered
and offering price per share are consistent across all parts of the
offering statement.
David Nikzad
FirstName LastNameDavid Nikzad
Ei.Ventures, Inc.
Comapany
January 22,NameEi.Ventures,
2021 Inc.
January
Page 2 22, 2021 Page 2
FirstName LastName
3. We note your response to prior comment 3 and re-issue the comment.
Page F-3 of your
offering circular (i.e. Parts II and III) shows that you have cash of
$286,360. However, in
the Financial Statements portion of Part I of your offering circular,
you state that your
cash and cash equivalents is $0. Please reconcile your disclosure.
Similarly, in Part I of your offering statement, you anticipate that
the total offering price
will be $50 million and that your estimated net proceeds are $42.5
million. However, the
fees listed in Part I only add up to $226,500. Please update Part I of
your offering
statement to disclose all of the expenses that are planned to reduce
the net proceeds from
$50 million to $42.5 million.
Finally, page 3 of your offering circular continues to state that your
common stock is not
available for offer and sale to residents of every state. However, you
state on page 85 that
you are offering your common stock for sale in all states. Please
reconcile your disclosure
or advise.
4. We note your statement that you have assumed the full subscription of
$16,070,000 for
current offerings of simple agreements for future equity (SAFEs).
Elsewhere, you state
that you have raised $65,000 from SAFE offerings thus far. Please
revise your disclosure
here and on pages 50 and 53 to clearly disclose the amount of proceeds
that have been
raised from the SAFEs thus far and the number of shares currently
issuable to the
holder(s) of the SAFEs.
Please also update your disclosure to discuss whether you intend to
continue with the
offering of SAFEs following the qualification of your offering
statement. If you currently
intend to continue the SAFE offering after your offering statement is
qualified, please
explain to us why these two offerings would not be integrated.
5. Please revise the "Proceeds to Issuer" column in the table on your
cover page to account
for the 1% fee that is payable to Dalmore (referenced in the
"Broker-Dealer discounts and
commissions" column).
PART II Offering Circular, page 1
6. Note (1) on page 1 indicates that you will also effect a 30-for-1
stock split in the event this
offering is qualified by the SEC and that the share numbers in this
draft reflect the post-
split capitalization. Given this stock split will occur after your
offering is qualified but
prior to the consummation of this offering, we note that you have not
appropriately
revised your historical financial statements to give retroactive
effect to the
expected stock split. In this regard, please revise your disclosures
to better clarify that not
all shares numbers reflect the post-split capitalization. Specifically
the historical amounts
have not been revised.
David Nikzad
FirstName LastNameDavid Nikzad
Ei.Ventures, Inc.
Comapany
January 22,NameEi.Ventures,
2021 Inc.
January
Page 3 22, 2021 Page 3
FirstName LastName
Summary
Overview, page 7
7. We note your disclosure here and on page 65 stating that your testing
of psilocin and
psilocybin is "theoretical." Please revise your disclosure to briefly
explain what theoretical
testing entails.
The Offering, page 10
8. We note your statement that your proceeds net of offering expenses
will be approximately
$7,499,999.95 if you sell the maximum number of shares at $4.31 per
share. Please clarify
whether $7,499,999.95 refers to your net proceeds or your offering
expenses.
Our Business, page 55
9. Please revise your description of your non-psychoactive nutritional
supplements to
include disclosure regarding how you plan to obtain product supply and
manufacture your
initial products. Please also revise to discuss how you plan to
deliver these products to
consumers.
Management
Executive Compensation, page 89
10. Please provide the executive compensation information required by Item
11 of Form 1-
A for the year ended December 31, 2020.
Security Ownership of Management and Certain Securityholders, page 92
11. Please revise your disclosure in this section to clarify, if true,
that David Nikzad and Jason
Hobson are the controlling stockholders of Orthogonal Thinker.
Plan of Distribution, page 94
12. Your disclosure here states that the offering will end upon the
earlier of (1) the sale of the
maximum number of shares offered hereby, (2) one year from the date
this Offering
begins, or (3) a date that is determined by our board of directors.
However, your
disclosure on the cover page states that the offering will end upon
the earlier of (1) the
sale of the maximum number of shares offered hereby, (2) three years
from the date this
Offering begins or (3) a date determined by our board of directors.
Please reconcile your
disclosure.
Unaudited Financial Statements
Note 5. Subsequent Events, page F-8
13. We note your response to prior comment 14 and the additional
disclosures provided.
Please also disclose the key terms of the subsequent event
transactions. For example, in
David Nikzad
Ei.Ventures, Inc.
January 22, 2021
Page 4
regards to the license agreement with Orthogonal Thinker, Inc., it is not
clear what
consideration will be given to Orthogonal Thinker, Inc. in exchange for
the license.
Exhibits
14. Please revise the legal opinion filed as Exhibit 12 to include the dates
which are currently
bracketed. Please also remove the limitation on reliance at the end of
the opinion. Refer to
Staff Legal Bulletin No. 19, Section 3.d.
You may contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
FirstName LastNameDavid Nikzad
Division of
Corporation Finance
Comapany NameEi.Ventures, Inc.
Office of Life
Sciences
January 22, 2021 Page 4
cc: Travis Wilson
FirstName LastName