SEC – ‘UPLOAD’ from 12/21/20 re: Greenfield Groves Inc. – ‘TEXT-EXTRACT’

On:  Monday, 12/21/20, at 7:30am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-20-12217

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     36K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         7±    28K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

December 20, 2020   

Lindsay Giguiere                                                  
Chief Executive Officer                                           
Greenfield Groves Inc.                                            
18575 Jamboree Road #6                                            
Irvine, CA 92612                                                  

                                                     Re: Greenfield Groves
Inc.                                                                            
                                                          Offering Statement
on Form 1-A                                                                     
                                                          Filed November 23,
2020                                                                            
                                                          File No. 024-11369

Dear Ms. Giguiere:                                                

           We have reviewed your 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.

Offering Statement on Form 1-A filed November 23, 2020            

Summary                                                           
Background Information, page 2                                    

1.                                                   You state that as a  
Nevada benefit corporation, you intend to balance the interests of your         
                                                 stockholders, the
interests of those materially affected by your conduct, and your public         
                                                 benefit purposes.
Please discuss in an appropriate location in your offering statement the        
                                                factors you will
consider in determining the objectives and standards by which the public        
                                                   benefit performance
will be measured. Please also disclose how shareholders will                    
                                                      understand whether you
have met those objectives and standards and whether you                         
                                                      have developed any key
performance metrics to measure success.                                         
2.                                                   Please revise to     
highlight in this section that even if the maximum amount of the offering       
                                                       is sold, your executive
officers would continue to hold significant control. Please also                
                                                      revise here and in the
last risk factor on page 26 to discuss the percentage of voting                 
Lindsay Giguiere                                                              
FirstName                                                                       
Greenfield LastNameLindsay Giguiere                                             
Groves Inc.                                               
Comapany20,                                                                     
December   NameGreenfield                                                       
2020        Groves Inc.                             
December                                                                        
Page 2    20, 2020 Page 2                                                       
FirstName LastName                                                              
      control your executive officers will hold following the offering, as
we note that your                                                               
    CEO's Series A Preferred Stock holdings entitles her to additional
voting power.                                                                   
Our Products and Services, page 4                                               

3.       We note your disclosure that your founder developed, "   Luxuries of   
Life,    a modern,                                                              
        intuitive content platform and resource aimed to support women and all
the luxuries that                                                               
     life has to offer, with a focus on health, beauty, fashion, travel,
and lifestyle" and that your                                                    
   management plans to rely on the data driven technologies with the
platform. Please                                                                
disclose who owns the "Luxuries of Life" platform and provide 
additional details on the                                                       
     "data driven technologies" you plan to rely on. In addition, to the
extent you do not own                                                           
        the platform please include additional disclosure on any agreements in
place which allows                                                              
   you to use the platform or information derived from the platform.
4.       We note your statement here that Herban Goods' product line is a       
"science-backed series                                                          
of product collections." We also note your discussion in the  
Description of Business                                                         
section referencing various products that are "aligned with   
science-based formulations,"                                                    
 which have been developed with "scientists," and discussing the
various therapeutic                                                             
     benefits to be provided by such products. As examples only, we note
you state that Herban                                                           
    Goods will have an acne treatment line, pain creams, wound creams,
chest rubs to lower                                                             
       bronchial ailments and inflammation in the chest and lungs, arthritis
creams, and pet                                                                 
treatment products. Products that are intended for use in the 
diagnosis, cure, mitigation,                                                    
   treatment, or prevention of disease and/or intended to affect the
structure or any function                                                       
   of the body are considered drugs under the Federal Food, Drug and
Cosmetic Act and                                                                
        subject to FDA approval. Please expand your disclosures to discuss the
scientific research                                                             
      that has been conducted on your products to support your claims, the
FDA regulations that                                                            
     are applicable to your products regarding the testing, manufacture,
packaging and labeling                                                          
of your products, and the status of required FDA approvals.   
Alternatively, substantially                                                    
 revise your disclosures to remove references to unsubstantiated
therapeutic claims                                                              
regarding your products.                                      
The Marketplace and Competition, page 5                                         

5.       Please revise to define your use of the terms "nutraceuticals" market  
and an "adaptogens"                                                             
       segment. Please also revise your offering statement as appropriate to
clearly explain which                                                           
     of your products are in this market, and how you are complying with
applicable FDA                                                                  
      regulations. We note that the term "nutraceutical" has no meaning in
FDA rules and                                                                   
regulations.                                                  
Risk Factors, page 7                                                            

6.       We note that you entered into an Asset Purchase Agreement with         
Healthcare                                                                      
       Technologies LLC for which closing will not occur until your offering
statement is                                                                    
     declared effective and you have raised at least $1,000,000 in gross
proceeds under the                                                              
agreement and subject to your satisfaction of certain closing 
conditions. Please add a risk                                                   
Lindsay Giguiere                                                              
FirstName                                                                       
Greenfield LastNameLindsay Giguiere                                             
Groves Inc.                                               
Comapany20,                                                                     
December   NameGreenfield                                                       
2020        Groves Inc.                             
December                                                                        
Page 3    20, 2020 Page 3                                                       
FirstName LastName                                                              
     factor discussing the material closing conditions of this agreement
and the risk that this                                                          
     transaction may not close, and expand the first summary risk factor
bullet on page 6 to                                                             
       disclose that the transaction will not close until you have raised at
least $1,000,000.                                                               
7.       Please revise the conflicts of interest risk factor on page 27 to      
disclose that a portion of the                                                  
proceeds from this offering will be used to fund executive    
compensation, including                                                         
    approximately $908,000 in accrued officer salaries, and revise the
heading of the risk                                                             
factor to also reference this conflict.                       
Use of Proceeds, page 29                                                        

8.       We note your statement that you reserve the right to use a portion of  
the proceeds to repay                                                           
        outstanding indebtedness. Please revise to describe the material terms
of such                                                                         
        indebtedness. If the indebtedness to be discharged was incurred within
one year, describe                                                              
the use of the proceeds arising from such indebtedness. See   
Instruction 6 to Item 6. We                                                     
     also note that you state elsewhere, including on page 31, that your
purchase of the                                                                 
       telehealth platform is conditioned on you raising at least $1 million
in gross proceeds in                                                            
        this offering, and that you "budgeted $3,000,000 for the launch of the
telehealth platform."                                                           
      To the extent that any material amount of the proceeds is to be used
to acquire assets,                                                              
       otherwise than in the ordinary course of business, revise to describe
and state the cost of                                                           
 the assets. See Instruction 7 to Item 6. Also revise to clarify
whether there would be any                                                      
       material changes to your plan for the telehealth platform if you sell
25% or less of the                                                              
securities being offered.                                     
Telehealth Practitioner-to-Consumer Platform, page 31                           

9.       We note your disclosure regarding the three key strategic              
differentiators of your telehealth                                              
  platform: "(1) a robust direct-to-consumer virtual communication
channel, which will                                                             
    leverage artificial intelligence to maximize the qualification and
matching of leads to                                                            
    practitioners; (2) built-in partnerships and technical connections
with popular third-party                                                        
  health and wellness digital applications; and (3) compliant data
capturing and sharing                                                           
  between consumers and practitioners which will generate enhanced
health and wellness                                                             
     results, as well as greater customer lifetime value." Please revise
your disclosure to                                                              
    discuss whether or not these differentiators exists in the current
platform you are acquiring                                                      
       pursuant to the Asset Purchase Agreement with Healthcare Technologies
LLC. To the                                                                     
       extent that these capabilities are not currently part of the existing
platform, please revise to                                                      
      clearly state this, explain the platform's current capabilities, and
discuss your anticipated                                                        
development timeline.                                         
Science-Backed Formulations and Branded Finished Products, page 33              

10.      We note your disclosure here on the various product lines you plan to  
offer under your                                                                
    Herban Goods brands. Please revise your disclosure to more clearly
differentiate the                                                               
        various stages of development for each of your material product lines,
including by clearly                                                            
 identify the steps that you have taken towards development, the
anticipated timeline, and                                                       
Lindsay Giguiere                                                              
FirstName                                                                       
Greenfield LastNameLindsay Giguiere                                             
Groves Inc.                                               
Comapany20,                                                                     
December   NameGreenfield                                                       
2020        Groves Inc.                             
December                                                                        
Page 4    20, 2020 Page 4                                                       
FirstName LastName                                                              
      the steps that remain. For example only, we note that you state that
you are "in the                                                                 
      manufacturing stage" for some of your products but it is unclear how
advanced you are on                                                             
other product lines.                                          
Marketing Objectives and Positioning Summary, page 36                           

11.      We note your disclosure that your Herban Goods products, "supports the 
consumer   s                                                                    
  health and wellness journey with products made with high-quality
ingredients, efficacy                                                           
   and transparency." Please remove all statements that present your
conclusions regarding                                                           
the efficacy of your products.                                
Market Opportunities and Competition, page 37                                   

12.      We note your disclosure that you are "pursuing a unique market         
position in the following                                                       
markets, which, in the aggregate, comprise part of the $4.5+  
trillion-dollar global wellness                                                 
      economy." Please revise to clearly explain your basis for this $4.5+
trillion aggregate                                                              
      figure or delete your discussion of it. To the extent this figure is
retained, please revise                                                         
     your discussion to explain the portion relevant to women as we note
your statements that                                                            
your "offerings are primarily targeted at women."             
Securities Being Offered, page 48                                               

13.      We note that your forum selection provision in Article 8 of your       
Amended and Restated                                                            
   Articles of Incorporation identifies the Eighth Judicial District
Court of Clark County,                                                          
   Nevada (or, if no state district court in the State of Nevada has
jurisdiction, then a federal                                                    
      court located within the State of Nevada) as the exclusive forum for
certain litigation,                                                             
     including any    derivative action.    Please disclose whether this
provision applies to actions                                                    
      arising under the Securities Act or Exchange Act. In that regard, we
note that Section 22                                                            
       of the Securities Act creates concurrent jurisdiction for federal and
state courts over all                                                           
suits brought to enforce any duty or liability created by the 
Securities Act or the rules and                                                 
    regulations thereunder. If the provision applies to Securities Act
claims, please also revise                                                      
  your offering statement to state that there is uncertainty as to
whether a court would                                                           
        enforce such provision and that investors cannot waive compliance with
the federal                                                                     
   securities laws and the rules and regulations thereunder. If this
provision does not apply to                                                     
       actions arising under the Securities Act or Exchange Act, please also
ensure that the                                                                 
  exclusive forum provision in the governing documents states this
clearly, or tell us how                                                         
     you will inform investors in future filings that the provision does
not apply to any actions                                                        
       arising under the Securities Act or Exchange Act. In addition, please
revise to describe the                                                          
     provision, and state the risks of the provision or other impacts on
shareholders, and any                                                           
uncertainty about enforceability.                             
14.      We note that Section 11 of your form subscription agreement provides   
that for any suit,                                                              
action or other proceeding arising out of or based upon such  
agreement, the federal and                                                      
   state courts located within the geographical boundaries of Orange
County, California shall                                                        
        have exclusive jurisdiction, and your disclosures on page 49. In light
of your exclusive                                                               
Lindsay Giguiere                                                              
Greenfield Groves Inc.                                                          
December 20, 2020                                                               
Page 5                                                                          
 forum provision in your Articles of Incorporation, please revise to
clearly explain how                                                             
these two provisions are intended to interact.                    
15.    We note that Section 9 of the form of subscription agreement you filed   
provides that the                                                               
   subscriber is subject to a lock-up period if requested by you and the
lead underwriter.                                                               
      Please revise this section to discuss this provision, and also highlight
this restriction                                                                
elsewhere as appropriate, such as your offering summary section.  
       We will consider qualifying your offering statement at your request. If
a participant in                                                                
your offering is required to clear its compensation arrangements with FINRA,    
please have                                                                     
FINRA advise us that it has no objections to the compensation arrangements      
prior to                                                                        
qualification.                                                                  

     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. We also remind you that, following qualification of your   
Form 1-A, Rule 257                                                              
of Regulation A requires you to file periodic and current reports, including a  
Form 1-K which                                                                  
will be due within 120 calendar days after the end of the fiscal year covered   
by the report.                                                                  

You may contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at 
202-551-3494 if                                                                 
you have questions regarding comments on the financial statements and related   
matters. Please                                                                 
contact Jason Drory at 202-551-8342 or Dorrie Yale at 202-551-8776 with any     
other questions.                                                                

                                                    Sincerely,
FirstName LastNameLindsay Giguiere                                              
                                                     Division of
Corporation Finance                                                             
Comapany NameGreenfield Groves Inc.                                             
                                                        Office of Life
Sciences                                                                        
December 20, 2020 Page 5                                                        
cc:       Rebecca G. DiStefano                                                  
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		12/21/20		D,  UPLOAD
		12/20/20
		11/23/20		1-A,  UPLOAD
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