United States securities and exchange commission logo
February 8, 2022
Ryan F. Zackon
Chief Executive Officer
Smart for Life, Inc.
990 Biscayne Blvd., Suite 503
Miami, FL 33132
Re: Smart for Life,
Inc.
Amendment No. 3 to
Registration Statement on Form S-1
Filed February 2,
2021
File No. 333-261699
Dear Mr. Zackon:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
January 28, 2022 letter.
Amendment 3 to Form S-1 filed on February 2, 2022
Prospectus Summary
Note 4. Pro Forma Adjustments, page 22
1. We note your response
to prior comment 3. Please disclose in the filing how you
determined the 5 year
useful life assigned to your customer relationships Explain how you
reasonably concluded
that "the average length of Nexus relationships with its significant
customers is 5 years"
given that Nexus has only been in existence for 5 years and your
MD&A disclosure
references a decrease in customers and also identifies changes in your
major customers between
periods which suggests that some major customers have lapsed.
Also, please clarify
the page 22 and F-11 references to Doctors Scientific
Organica "customer
contracts" since you apparently do not have LT customer contracts.
Ryan F. Zackon
FirstName LastNameRyan F. Zackon
Smart for Life, Inc.
Comapany8,NameSmart
February 2022 for Life, Inc.
February
Page 2 8, 2022 Page 2
FirstName LastName
Capitalization , page 50
2. Please revise your filing to explain in detail how you calculated the
$24.4 million overall
change to equity for each of the transactions outlined in your
introductory bullet points to
the pro forma-equity issuances/debt conversion column.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cost of Services, page 63
3. If your customers are the product vendors, then please clarify the
business purpose of
placing advertising on the vendors' websites. Our understanding is
that cost of services
consist of commissions and bonuses paid to digital marketers.
Description of Securities
Future Equity Agreements, page 109
4. We note your response to our prior comment 10 and your analogy on page
109 to the use
of future equity agreements in this case to the use of warrants in
other cases. Please
further revise your disclosure to explain the rationale for providing
the future equity
agreements as an incentive to enter into the related promissory notes,
as opposed to
warrants. For instance, the benefit that a specific price per share
was not determined at the
time of the initial investment, as would have been if warrants had
been used, should be
noted, as well as any other material incentive that was considered in
choosing this
structure. To addition, to the extent these agreements are SAFEs,
please identify them as
such.
Financial Statements
Smart for Life, Inc. Condensed Consolidated Balance Sheets , page F-3
5. We note that you have restated your financial statements as of and for
the nine months
ended September 30, 2021. Please revise your filing to label your
financial statements as
restated and to provide the disclosures outlined in ASC
250-10-50-7 through 11.
Revenue Recognition , page F-40
6. We note from page 6 that you deleted the reference to contests but
that you still pay your
digital marketers bonuses. Please revise your filing to disclose how
you account for these
bonuses i.e. at what point you recognize the bonus expense.
You may contact Tara Harkins at 202-551-3639 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Tyler Howes at 202-551-3370 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Ryan F. Zackon
Smart for Life, Inc.
February 8, 2022
Page 3
FirstName LastNameRyan F. Zackon
Division of Corporation Finance
Comapany NameSmart for Life, Inc.
Office of Life Sciences
February 8, 2022 Page 3
cc: Louis A. Bevilacqua, Esq.
FirstName LastName