August 28, 2019

Geoffrey McFarlane
Chief Executive Officer
Winc, Inc.
5340 Alla Road, Suite 105
Los Angeles, CA 90066

        Re: Winc, Inc.
            Offering Statement on Form 1-A
            Filed July 29, 2019
            File No. 024-11050

Dear Mr. McFarlane:

       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 July 29, 2019

Part I, page 1

1.     Please tell us how to reconcile the accounts payable and accrued
liabilities amount
       presented in the table on this page to your December 31, 2018 balance
sheet.
2.     Please tell us your consideration of including fiscal 2018 cost of
revenues in the costs and
       expenses applicable to revenues line item of the table.
Part II and III
Risk Factors
Risks Related to the Offering and Ownership of Our Securities
"Some investors have more rights than others, including registration rights.",
page 17

3.     We note your disclosure that "under the [investors' rights] agreement,
Major Investors . .
       . and other earlier investors have additional information rights and the
ability to invest in
 Geoffrey McFarlane
FirstName LastNameGeoffrey McFarlane
Winc, Inc.
Comapany NameWinc, Inc.
August 28, 2019
August 28, 2019 Page 2
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FirstName LastName
         future financings on more favorable terms." Your investors' rights
agreement indicates
         that these additional information rights include, among other things,
access to monthly,
         quarterly, and annual GAAP financial statements; potential-dilution
tables; annual and
         monthly budgets and business plans; and the ability to request other
information. In this
         regard, it appears there will be periods of time when certain
investors will be in possession
         of material non-public information and will therefore be unable to
transfer their
         securities. Therefore, in an appropriate place in your filing, please
include a discussion of
         potential restrictions on transfer and liquidity issues related to
this disparity in access to
         information among investors.
"The subscription agreement and the other investor agreements have forum
selection provisions .
.. . .", page 18

4.       We note your disclosure that, in order to invest in this offering,
investors agree to resolve
         disputes arising under the subscription agreement and other investor
agreements in state
         and federal courts located in the State of Delaware. Please amend your
disclosure to
         clarify whether each exclusive forum provision applies to claims
arising under the
         Securities Act or Exchange Act. If so, please also state that there is
uncertainty as to
         whether a court would enforce such a provision. If any provision
applies to Securities Act
         claims, please also state that investors cannot waive compliance with
the federal securities
         laws and the rules and regulations thereunder. 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 these provisions do not apply to claims
under the federal
         securities laws, please also ensure that each provison states this
clearly, or tell us how you
         will inform investors in future filings that the provisions do not
apply to such actions.
The Company's Business
Subscriptions, page 25

5.       We note your disclosure that you offer two tiers of monthly
subscriptions. Please clarify
         whether and how you charge customers for these subscriptions,
including a discussion of
         the difference in fees or fee structure for the two different types of
subscriptions.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Results of Operations, page 30

6.       We note your disclosure here that you commenced wholesale wine sales
in 2015, while
         your disclosure on page 27 states that you commenced wholesale wine
sales in 2016.
         Please revise for consistency.
7.       The second full paragraph on page 31 discloses that packaging,
fulfillment costs and
         credit card fees are included in cost of revenues. The second bullet
point on page
         31 describes similar expenses that are included in the general and
administrative line
         item. Please revise these descriptions to clarify what is included in
the cost of
 Geoffrey McFarlane
FirstName LastNameGeoffrey McFarlane
Winc, Inc.
Comapany NameWinc, Inc.
August 28, 2019
August 28, 2019 Page 3
Page 3
FirstName LastName
         revenues versus general and administrative line items.
8.       Please revise to discuss the other income (expense) line item. Refer
to Item 9 of Part II of
         Form 1-A.
9.       Reference is made to your discussion of operating expenses on page 34.
Please revise to
         quantify the impact of reclassifying the printing cost previously
classified in marketing
         expenses. Please make it clear whether the reclassification was for
all years and if so,
         how that decreased advertising costs. If printing costs were
reclassified in only the current
         year, please discuss how that affected other items of expense.
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017, page 32

10.      We note your disclosure that the increase in net revenues from DTC
sales increased
         primarily due to an increase in average order volume by your existing
customer base.
         Please disclose the percentage of the increase due to existing
customers compared with
         new customers. Please also define "existing customer base" and "new
customers."
Securities Being Offered, page 48

11.      We note your disclosure that the Series D Preferred Stock may be
converted into shares of
         your common stock automatically upon the occurrence of certain events,
like an initial
         public offering. Please disclose the other "certain events" that would
trigger conversion of
         the Series D Preferred Stock.
Plan of Distribution
Jury Trial Waiver, page 61

12.      Please revise this disclosure to include a description of the jury
trial waiver provisions
         contained in the voting agreement, investors' rights agreement, and
right of first refusal
         and co-sale agreement, including whether each provision applies to
claims under the
         federal securities laws and to purchasers in secondary transactions.
Consolidated Financial Statements
Consolidated Statements of Operations, page F-7

13.      Please revise to present earnings per share on the face of the income
statement and
         provide any applicable related footnote disclosure or tell us why such
presentation or
         disclosure is not required. Refer to ASC 260-15-2.
Note 9. Derivative Liabilities, page F-20

14.      You state on page F-13 that you determined that the Company's warrants
do not meet the
         criteria for classification as equity. Please tell us the provision(s)
in the warrants that
         causes them to be accounted for as derivative liabilities referencing
authoritative literature
         that supports your accounting treatment. Please also revise this note
to disclose the terms
 Geoffrey McFarlane
Winc, Inc.
August 28, 2019
Page 4
       that trigger derivative liability treatment.
Note 13. Stockholders' Equity, page F-25

15.    Please revise to describe the preferred stock conversion price
adjustment provision. Refer
       to ASC 505-10-50-3.
        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 Adam Phippen, Staff Accountant, at (202) 551-3336 or
Jim Allegretto,
Senior Assistant Chief Accountant, at (202) 551-3849 if you have questions
regarding comments
on the financial statements and related matters. Please contact Katherine
Bagley, Staff
Attorney, at (202) 551-2545 or Mara Ransom, Assistant Director, at (202)
551-3264 with any
other questions.



                                                             Sincerely,
FirstName LastNameGeoffrey McFarlane
                                                             Division of
Corporation Finance
Comapany NameWinc, Inc.
                                                             Office of Consumer
Products
August 28, 2019 Page 4
cc:       Jeanne Campanelli
FirstName LastName