United States securities and exchange commission logo
July 6, 2022
Joe Beery
Chief Executive Officer
LunaDNA, LLC
10070 Mesa Rim Road
San Diego, California 92121
Re: LunaDNA, LLC
Amendment No. 1 to
Offering Statement on Form 1-A
Filed June 6, 2022
File No. 024-11735
Dear Mr. Beery:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
December 21, 2021 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Summary of Information in Offering Circular, page 5
1. We note your response
to prior comment 3. Please tell us your anticipated timeline for
selling shares that
have been deemed "earned but not yet issued," further to our prior
comment. Additionally,
please clarify how you handle submitted Member Data that is
validated but for which
a Subscription Agreement is never completed and if you consider
this information
abandoned after a certain period of time.
Joe Beery
FirstName
LunaDNA,LastNameJoe Beery
LLC
Comapany
July 6, 2022NameLunaDNA, LLC
July 6,2 2022 Page 2
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 38
2. We note your disclosure that there is substantial doubt about your
ability to continue as a
going concern. Given your disclosure that your expenses have exceeded
your revenues,
please expand the disclosure about your liquidity (both short and long
term), including a
description and evaluation of your internal and external sources of
liquidity. If you have
identified a material deficiency in liquidity, indicate the course of
action that you have
taken or propose to take to remedy the deficiency. Refer to Item 9(b)
of Form 1-A.
Securities Being Offered, page 47
3. In your table summarizing the rights holders of your shares will have
compared to a
typical public Delaware corporation, revise the row on page 48
summarizing the
"Redemption Right" to note that no consideration will be paid to your
members if their
shares are redeemed.
Redemption Rights, page 55
4. We note your response to prior comment 5. We also note your disclosure
on page 59 that
if you determine that a certain type or class of Member Data is "no
longer desirable" for
the Company to maintain in any database, you may redeem shares issued
for that type or
class of Member Data. Revise the "Summary of Information in Offering
Circular" to
highlight that you, in your sole discretion, may elect to redeem
shares for no consideration
to the Member if their data is no longer desirable. Additionally,
discuss what criteria you
will use in determining whether a certain type of Member Data is no
longer desirable.
You may contact Patrick Faller, Staff Attorney, at (202) 551-4438, or
Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: John Tishler