United States securities and exchange commission logo
August 10, 2021
Michael Hill
Chief Executive Officer
BLOOMIOS, INC.
201 W Montecito Street
Santa Barbara, CA 93101
Re: BLOOMIOS, INC.
Registration
Statement on Form S-1
Filed July 14, 2021
File No. 333-257890
Dear Mr. Hill:
We have reviewed your 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.
Registration Statement on Form S-1
Prospectus Summary, page 6
1. We note your disclosure
here that you are an integrated, seed-to-shelf operation which
includes the growing,
processing, extraction, and manufacture of cannabidiol ( CBD )
products. We further
note your disclosures elsewhere that your CBD products are hemp-
derived. Please revise
your disclosure(s) in this section to better describe each of your
products and how they
are manufactured and marketed, including their
Tetrahydrocannabinol
(THC) content. Please also discuss the testing procedures, if any,
for your CBD products,
including whether the lab(s) performing tests on your CBD
products meet the
ISO 17025 or other applicable standards. If you are not having your
CBD products tested,
please add a risk factor addressing the potential consequences to
your business.
Michael Hill
BLOOMIOS, INC.
August 10, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 8
2. Revise to provide information that more clearly describes your results
of operations and
liquidity and capital resources for each of the periods presented.
Your revised disclosure
should include a discussion and analysis of the financial statements
and other statistical
data that enhances a reader's understanding of your financial
condition, cash flows, and
other changes in financial condition and results of operations. Refer
to Item 303 of
Regulation S-K.
Risk Factors, page 22
3. We note your disclosure that your success is dependent upon your
ability to achieve
regulatory approvals in the U.S. and abroad. We further note your
disclosures that the
Federal Food, Drug, and Cosmetic Act regulates the formulation,
manufacturing,
packaging, labeling, and distribution of food, dietary supplements,
drugs, cosmetic,
medical devices, biologics, and tobacco products, but that you have
not been required to
obtain FDA approval for your existing products. Please revise your
disclosures in this
section to discuss the state laws that regulate your planned
operations in the United States,
as well any international regulations, and the potential impact of
such laws related to your
proposed operations. Additionally, revise your reference on page 23 to
clarify how you
leverage third parties to sell your products and conduct your business
abroad. If you do
not have any sales or operations abroad, please clarify.
Selling Stockholders, page 29
4. Please disclose the natural persons who exercise voting and/or
investment power with
respect to the securities to be offered for resale by CET Investments,
LLC, AGPL
Acquisition Inc., Jefferson Street Capital LLC, and JH Darbie & Co.
Plan of Distribution, page 37
5. Please reconcile certain disclosures here which only reference one
selling stockholder, BP,
with your other disclosures in other sections of your filing.
Financial Statements for the Year Ended December 31, 2020
Notes to the Consolidated Financial Statements, page F-7
6. Disclosure indicates that on April 12, 2021, you acquired CBD Brand
Partners LLC in
exchange for 10,000 shares of Series A Preferred Stock and 800 shares of
Series B
FirstName LastNameMichael Hill
Preferred Stock. Expand your disclosure here and in appropriate sections
throughout the
Comapany
filingNameBLOOMIOS,
to describe how you INC.
accounted for this transaction. Your
revised disclosure should
Augustalso explain
10, 2021 the2basis of your financial statement presentation.
Page
FirstName LastName
Michael Hill
FirstName LastNameMichael Hill
BLOOMIOS, INC.
Comapany
August 10, NameBLOOMIOS,
2021 INC.
August
Page 3 10, 2021 Page 3
FirstName LastName
Financial Statements for the Three Months Ended March 31, 2021
Notes to the Financial Statements
Note 9. Subsequent Events, page F-25
7. You state that the prospectus relates to the resale of 3,389,203
shares of common stock
acquired in connection with the acquisition of CBD Brand Partners LLC.
However,
disclosure here and elsewhere in the filing does not appear to
indicate that any common
stock was issued as part of the transaction. Revise your disclosure to
reconcile this
apparent discrepancy.
General
8. Obtain and file a currently dated consent from your independent
registered accounting
firm with the next amendment to your registration statement. Refer to
Item 601(b)(23) of Regulation S-K.
9. We note your disclosures that your common stock is listed on The OTC
Markets under the
symbol BLMS. Where it appears that your shares are quoted on the
OTC Pink Market,
please clarify this throughout. We further note disclosure that the
selling shareholders may
sell their shares a number of different ways and "at varying prices."
Please note that the
OTC Pink marketplace is not an established public trading market into
which selling
stockholders may offer and sell their shares at other than a fixed
price. Accordingly,
please revise your cover page disclosure, and make corresponding
changes elsewhere in
the prospectus, to disclose a fixed price at which shares will be sold
until your shares are
listed on a national securities exchange or quoted on the OTC Bulletin
Board, OTCQX or
OTCQB, at which time they may be sold at prevailing market prices or
in privately
negotiated transactions. Refer to Item 501(b)(3) of Regulation S-K.
Additionally, also
revise to remove the references to the "NASDAQ Capital Market" or
advise.
Michael Hill
FirstName LastNameMichael Hill
BLOOMIOS, INC.
Comapany
August 10, NameBLOOMIOS,
2021 INC.
August
Page 4 10, 2021 Page 4
FirstName LastName
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.
You may contact Wei Lu, Staff Accountant, at (202) 551-3725 or Ethan
Horowitz,
Accounting Branch Chief, at (202) 551-3311 if you have questions regarding
comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff
Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Ken Bart