United States securities and exchange commission logo
September 2, 2020
Benjamin Kovler
Chief Executive Officer
Green Thumb Industries Inc.
325 West Huron Street, Suite 412
Chicago, IL 60654
Re: Green Thumb
Industries Inc.
Registration
Statement on Form S-1
Filed August 21,
2020
File No. 333-248213
Dear Mr. Kovler:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 filed August 21, 2020
Cover Page
1. We note that your
revised disclosure states that you are selling the shares directly to
purchasers. Please
revise your disclosures to clarify whether the transaction is being made
on a best efforts
basis, and whether there is a minimum number of shares to be sold. If you
are offering the
securities on a best efforts basis, please also disclose the date the offering
will end, whether there
are any minimum purchase requirements, and any arrangements to
place the funds in an
escrow or similar account. Please see Item 501(b)(8) of Regulation
S-K for reference.
Please also identify who will offer the securities on your behalf and
whether they are
relying on the safe harbor from broker-dealer registration in Rule 3a4-1
under the Exchange Act.
Additionally, to the extent that your offering is on a best efforts
basis, revise your
disclosures throughout the prospectus accordingly, including, for
Benjamin Kovler
FirstName LastNameBenjamin
Green Thumb Industries Inc. Kovler
Comapany 2,
September NameGreen
2020 Thumb Industries Inc.
September
Page 2 2, 2020 Page 2
FirstName LastName
example, your disclosures in Use of Proceeds and Capitalization.
2. We note your response to prior comment 2. However, the disclosure on
page 34 uses
an assumed offering price that is based on your average high and low
sales price of your
Subordinated Voting Shares as reported on a certain date. In your Plan
of Distribution
disclosure on page 129, you state that you may offer the Subordinate
Voting Shares at a
fixed price or prices, which may be changed; at market prices
prevailing at the time of
sale; at prices related to such prevailing market prices; or at
negotiated prices. As
previously requested, please revise the cover page to clarify whether
the offering price
will be substantially similar to the market price of the Subordinate
Voting Shares on the
OTCQX Best Market or the Canadian Securities Exchange, or disclose the
method by
which the price is to be determined. Please also provide the other
information required by
Item 501(b)(3) of Regulation S-K.
Risk Factors, page 4
3. Please add risk factor disclosure related to the revised nature of
your offering. For
example, add disclosure explaining that no underwriter has engaged in
any due diligence
activities and that an underwriter s due diligence obligations go to
confirming the
accuracy of the disclosure in the prospectus as well as providing
input as to the offering
price.
Plan of Distribution, page 129
4. We refer to your revised disclosures. Please further revise your
disclosures to explain your
plan of distribution at the time of effectiveness. If your officers or
directors will conduct
the offering, revise to identify them and address whether they will
rely on the exemption
from broker-dealer registration in Exchange Act Rule 3a4-1(a). Please
also explain to
us the applicability of the safe harbor.
5. Disclose whether purchasers will need to execute and deliver a
subscription agreement to
acquire shares in this offering. If yes, file the form of subscription
agreement as an exhibit
to your registration statement.
Exhibits
6. The legality opinion that you file to satisfy your obligations under
Item
601(b)(5) of Regulation S-K should not assume conclusions of law or
fact that are
necessary for the ultimate opinion. Please file a revised legal
opinion that does not include
the assumptions set forth in paragraphs (a), (b), (c) (to the extent
it does not relate to
pricing), (e), (f) and (g), or tell us why each of those assumptions
is necessary and
appropriate. Refer to Section II.B.3.a. of Staff Legal Bulletin No.
19. Please also update
your exhibit index to refer to the consent of counsel.
7. Please have MNP LLP revise its consent to acknowledge its
identification as an expert on
page 130. See Securities Act Rule 436(b).
Benjamin Kovler
Green Thumb Industries Inc.
September 2, 2020
Page 3
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.
Please contact Deanna Virginio at 202-551-4530 or Dorrie Yale at
202-551-8776 with
any other questions.
Sincerely,
FirstName LastNameBenjamin Kovler
Division of
Corporation Finance
Comapany NameGreen Thumb Industries Inc.
Office of Life
Sciences
September 2, 2020 Page 3
cc: Martin C. Glass, Esq.
FirstName LastName