SecProbe.io

October 11, 2024
Brian Hullinger
President and Chief Executive Officer
PSYCHEMEDICS CORP
5220 Spring Valley Road
Dallas, Texas 75254
Re:PSYCHEMEDICS CORP
Schedule 13E-3/A filed October 4, 2024
File No. 005-39145
Revised Preliminary Proxy Statement on Schedule 14A filed October 4, 2024
File No. 001-13738
Dear Brian Hullinger:
            We have reviewed your filing s 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 these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments. Defined terms used herein have the same meaning as in your preliminary proxy
statement, unless otherwise indicated.
Revised Preliminary Proxy Statement and Schedule 13E-3/A, each filed October 4, 2024
General
1.Please mark as preliminary the form of proxy. See Rule 14a-6(e)(1).
2.We note your response to prior comment 7, and appreciate the added references in the
disclosure to the increase in Mr. Kamin's stake. However, the disclosure in the
preliminary proxy statement continues to downplay, or even fails to acknowledge
entirely, the dilutive effect that the increase in Mr. Kamin's stake will have on the
shareholdings of the other Continuing Stockholders. Please revise, or advise.
Background of the Transaction, page 19
We note your response to prior comment 10. We disagree with your apparent 3.

October 11, 2024
Page 2
conclusion that Mr. Kamin's actions outlined in our prior comment 10 were either
addressed in the then-existing Schedule 13D disclosure or did not constitute a material
change to the disclosure then in effect. Please be advised that amendments to
Schedule 13D are regulated under Section 13(d)(2) of the Exchange Act and
corresponding Rule 13d-2(a). Consequently, disclosure regarding a plan or proposal
under Item 4 of Schedule 13D may need to be made in advance of the execution of a
formal agreement. Generic disclosure of the type included in the Schedule 13D
or reserving the right to engage in any of the kinds of transactions identified in Item
4(a)-(j) of Schedule 13D must be amended to the extent the facts previously reported
have materially changed. Refer to Exchange Act Sections 13(d) and 13(g) and
Regulation 13D-G Beneficial Ownership Reporting Compliance and Disclosure
Interpretations at Question 110.06.
Fairness of the Transaction, page 32
4.We note your response to prior comment 13. The disclosures referenced in the second
and fourth paragraph of your response appear to be missing from your revised
preliminary proxy statement. Please advise or revise.
Proposal 4, page 97
5.We note your response to prior comment 18 and the revised disclosure on page 99.
Please include a similar statement in the second paragraph on page 97 to clarify that
the Forward Stock Split ratio set by the Board will be the inverse of the Reverse Stock
Split ratio set by the Board.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or David Plattner at 202-
551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions