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United States securities and exchange commission logo
June 17, 2020
Mark Hanchett
Chief Executive Officer
Atlis Motor Vehicles, Inc.
7259 East Posada Avenue
Mesa, AZ 85212
Re: Atlis Motor
Vehicles, Inc
Amendment 3 to
Offering Statement on Form 1-A
Filed June 5, 2020
File No. 24-11207
Dear Mr. Hanchett:
We have reviewed your amended offering statement and have the
following
comments. In some of our comments we may ask you to provide us
information so that 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 that our comments apply to
your facts and
circumstances or do not believe that an amendment is appropriate, please
tell us why in your
response.
After reviewing any amendment to your offering statement and the
information that you
provide in response to these comments, we may have additional comments.
Amendment 3 to Offering Statement on Form 1-A filed June 5, 2020
General
1. As requested in prior
comment 5, revise throughout the offering circular to explain the
development of your
business and products over the past three years. More specifically,
explain the exact
status of development of the products referenced in your disclosure, your
accomplishments to
date, and any material hurdles that remain before commercialization.
Cover Page of Offering Circular, page 1
2. As requested in prior
comment 6, identify the disclosure format being followed in the
offering circular. See
Part II(a)(1) of Form 1-A for information on selecting the disclosure
format being followed.
Mark Hanchett
FirstName LastNameMark Hanchett
Atlis Motor Vehicles, Inc.
Comapany NameAtlis Motor Vehicles, Inc.
June 17, 2020
Page 2
June 17, 2020 Page 2
FirstName LastName
Volume targets
Geographic sales territory, page 8
3. If true, disclose that you have no agreement with any of the companies
with which you
have had talks.
The Offering, page 9
4. Disclosure here and on page 34 indicates that there are 17,151,882
shares outstanding
before the offering, whereas disclosure in Part I of the Form 1-A
indicates that there are
4,871,129 shares of Class A common stock outstanding. Please reconcile
the disclosures.
We may have difficulty protecting our intellectual property..., page 16
5. We note your response to prior comment 9. Please clarify the basis for
your expectation
regarding when you will complete the patent review. Also, revise to
clarify when you
applied for the patent to which you refer and what is covered by your
application.
A sale of a substantial number of the Class A common stock... , page 31
6. Given that your company was formed to develop and manufacture plug in
electric trucks,
the relevance of the reference to the market price of pharmaceutical
companies is unclear.
Please revise.
Use of Proceeds, page 33
7. Disclosure here and on the cover page of the offering circular that
the total net proceeds of
the offering are $23,750,000 is inconsistent with disclosure in Part I
of the Form 1-A that
the net proceeds of the offering are $20 million and with your
disclosure on pages 10-11
regarding proceeds of $19 million or $20 million. Please reconcile the
disclosures.
How we will generate revenue, page 46
8. Clarify that there can be no assurance or guarantee that the $1.5
billion in projected
reservation interest will result in sales of your product which is
still in the prototype stage
of development.
Security Ownership of Management, page 52
9. Given disclosure in Parts I and II that there are 4,871,129 shares of
Class A common stock
outstanding, confirm that there is no holder of Class A common stock
who owns more
than 10% of the Class A common stock. See Part II, Item 12(a)(2) of
Form 1-A. We note
your response to prior comment 14.
Offering Incentives, page 53
10. Notwithstanding your response to prior comment 3, this disclosure was
not removed.
Please revise, or tell us how the incentives are consistent with the
pricing requirements of
Mark Hanchett
FirstName LastNameMark Hanchett
Atlis Motor Vehicles, Inc.
Comapany NameAtlis Motor Vehicles, Inc.
June 17, 2020
Page 3
June 17, 2020 Page 3
FirstName LastName
Rule 251.
Plan of Distribution, page 54
11. We note your response to prior comments 7, 8, and 17. Please clarify
how you intend to
proceed with this offering. Your first paragraph indicates that your
officers and directors
will conduct the offering on a "best efforts" basis. However, your
other disclosures
indicate that JumpStart Securities, LLC will be offering the shares as
your broker-dealer.
Experts, page 57
12. Identify your independent auditor. Additionally, disclose the name of
counsel who
provided the legality opinion for the offering.
Independent Auditor's Report , page 59
13. In the introductory paragraph, have your auditor revise to read "We
have audited the
accompanying balance sheets of Atlis Motor Vehicles, Inc. as of
December 31, 2018 and
2019 and the related Income Statement, Statement of Changes in
Shareholders' Equity,
Statement of Cash Flows for the years then ended, and the related
notes to the financial
statements." Refer to paragraph 8 of AU Section 508, Report on Audited
Financial
Statements.
Statement of Changes in Shareholders' Equity, page 64
14. On pages 38 through 41, we note that you issued 24,122 shares of your
company's
common stock with total proceeds of $6,995 in 2018 and 6,900,545,711
shares with total
proceeds of $1,179,547 in 2019. On the "Statement of Changes in
Shareholders' Equity,"
your company issued 4,782,630 shares with the total increase in the
stockholders' equity
by $550,643 in 2018 and 1,272,487 shares with the total increase in
the stockholders'
equity by $531,876 in 2019. Please revise to reconcile the
differences.
Note E - Equity Based Compensation, page 69
15. We note that your company's compensation program provides for the
grants of equity
awards to employees and consultants, and during 2019 your company
issued 1,996,674
shares of stock. Please note that your company's election of the
intrinsic value method
applies only to liability-classified awards. Refer to ASC
718-10-30-40. Please explain to
us the terms of each of your company's share-based payments and how
each award is
accounted for. As we previously requested, please revise to include
all applicable
disclosures under ASC 718-10-50, or tell us why they do not apply.
16. Also, on page 66, we note that you early adopted ASU 2018-07. However,
you disclosed
that your company measures compensation expense for its non-employee,
stock-based
compensation under ASC 505 (Equity). Please note that ASU 2018-07
changed
accounting for share-based payment to non-employees. As a result of
the ASU, all share-
based payments to non-employees are accounted for under ASC 718.
Please revise to
Mark Hanchett
FirstName LastNameMark Hanchett
Atlis Motor Vehicles, Inc.
Comapany NameAtlis Motor Vehicles, Inc.
June 17, 2020
Page 4
June 17, 2020 Page 4
FirstName LastName
address our concerns.
Ex1A-4
Subscription Agreement, page 1
17. We note that sections 1(b) and 4(b) of the subscription agreement make
reference to a
qualified offering statement on Form 1-A filed May 4, 2020, a
post-qualification offering
statement on Form 1-A filed June 5, 2020, and an again qualified
offering statement on an
unspecified date. Since the offering statement on Form 1-A filed on
May 4, 2020, the
amendment to the offering statement on Form 1-A filed on June 5, 2020,
and an again
qualified offering statement on an unspecified date have not been
qualified, please revise.
18. We note that section 6 of the subscription agreement includes a waiver
of trial by jury
provision. Provide disclosure of the provision in the offering
circular. Include
in the revisions whether the provision includes claims under the
federal securities laws,
any uncertainty about whether a court would enforce the provision, and
risks to investors,
such as increased costs to bring a claim, limited access to
information, and other
imbalances of resources between the company and shareholders, and that
the provision
may discourage claims or limit shareholders' ability to bring a claim
in a judicial forum
that they find favorable. Additionally, provide disclosure in the
offering circular that
investors cannot waive compliance with the federal securities laws and
their rules and
regulations.
19. We note the legend in the subscription agreement which requires the
investor to certify
that he has read the entire subscription agreement. While we would not
object to having
an investor certify that he has "received" the entire subscription
agreement, we object to
having an investor certify that he has "read" the entire subscription
agreement. Please
revise.
Ex1A-12
Legality Opinion, page 1
20. Request counsel to revise the legality opinion to state the number of
shares of Class A
common stock being offered under this offering statement.
Additionally, counsel must
consent to the filing of the legality opinion as an exhibit to the
offering statement and to
being named in the offering statement. Also, it is inappropriate for
counsel to assume any
of the material facts underlying the opinion as referenced in the
opinion's last sentence.
Please file a revised opinion.
Ex1A-13
Testing the waters, page 1
21. Given risk factor disclosures in the offering circular that the
company arbitrarily
determined without independent valuation the offering price for this
offering and that the
Class A common stock may have significantly less value than the
offering price, it is
Mark Hanchett
Atlis Motor Vehicles, Inc.
June 17, 2020
Page 5
unclear why the slide stating the company's value of $166 million at
$8.24 per share is
appropriate. Please revise.
You may contact Andi Carpenter, Staff Accountant, at (202) 551-3645 or
W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202) 551-3641 with
any other
questions.
Sincerely,
FirstName LastNameMark Hanchett
Division of
Corporation Finance
Comapany NameAtlis Motor Vehicles, Inc.
Office of
Manufacturing
June 17, 2020 Page 5
cc: Annie Pratt
FirstName LastName