IPO UPDATE
During the last update, we provided a progress report regarding the hiring of a new auditor, TAAD, (https://taadllp.com) and the requirement to complete a financial audit for two full years: 2022 and 2023. Both years are required for us to refile the S1 document with the SEC.
A comprehensive PPA, Purchase Price Allocation, was also required and completed. A PPA is an acquisition accounting process of assigning fair value to all the acquired assets & liabilities assumed by us for the purchase of Kirkman. This was completed approximately one month ago, which then triggered an Impairment Analysis to determine if any financial impact is warranted. We have recently completed the impairment analysis, which enables us to update the balance sheet and financials.
The completed set of financial statements are currently with TAAD, with the expectation that we will have final ‘sign off’ this week.
In the meantime, we’ve already updated the S1 document in relation to the business questions the SEC raised, so the next step is to incorporate the updated, audited financial statements into the S1 and circulate to all respective internal parties for approval. The goal is to resubmit the S1 to the SEC by October 8, 2024.
We've been told that we cannot provide a timeline for the IPO because we don't control the SEC actions, but we can share the process that will follow these steps:
- Update S1 document with partners, finance team and attorneys
- Submit S1 to SEC
- SEC reviews for 30 days
- SEC provides comments
- We review comments and respond
- This back / forth process (depending on the responses) could take two-three months, which is very difficult to determine, but we will be pushing quickly to shorten the timeline
We feel very good about the updated financials and answers to the business questions, so our expectation is to receive fewer questions from the SEC.
I have also signed an updated engagement letter with Joseph Gunnar & Co. on July 1, 2024. They have been acting as our book-runner for the firm commitment underwriting of ordinary shares by Functional Brands Inc. for our IPO. We’re planning that our company completes the IPO on the NASDAQ exchange.
As mentioned in the previous update, we are working tirelessly 7 days a week to complete all relevant actions to achieve our IPO. We truly appreciate everyone’s investment and continued patience while we diligently work through these actions.
BUSINESS UPDATE
Kirkman Brand
The Kirkman brand continues to grow vs prior year. Through Sept 30, 2024, revenue is up 3% vs. YTD Sept 2023. This is being driven by our top two customers, iHerb and Oceanside Health.
