SEC Comment Letter 0000000000-23-001009 to NovelStem International Corp. (NSTM) (CIK 0000912544) (NSTM)
NovelStem International Corp. (NSTM) (CIK 0000912544)
Date: Jan. 31, 2023 · CIK: 0000912544 · Accession: 0000000000-23-001009
AI Filing Summary & Sentiment
File numbers found in text: 000-22908
Letter
United States securities and exchange commission logo January 31, 2023 Jan Loeb Executive Chairman NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, FL 33431 Re:NovelStem International Corp. Amendment No. 3 to Registration Statement on Form 10-12G Filed January 26, 2023 File No. 000-22908 Dear Jan Loeb: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this comment, we may have additional comments. Amendment No. 3 to Registration Statement on Form 10-12G General 1.Please provide a detailed legal analysis of whether NewStem is “controlled primarily” by Novelstem for purposes of Rule 3a-1(a)(4) under the Investment Company Act of 1940. Your analysis should (i) apply any relevant Commission and staff guidance (including the no-action letter issued to Health Communications Services, Inc. (pub. avail. Apr. 26, 1985)) on the meaning of “controlled primarily” to your facts and (ii) provide specific details about any further indicia of control as between Novelstem and NewStem not already discussed in prior responses.
FirstName LastNameJan Loeb Comapany NameNovelStem International Corp. January 31, 2023 Page 2 FirstName LastName Jan Loeb NovelStem International Corp. January 31, 2023 Page 2 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. You may contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Nicholas Nalbantian at 202-551-7470 or Erin Jaskot at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Morris DeFeo
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United States securities and exchange commission logo
January 31, 2023
Jan Loeb
Executive Chairman
NovelStem International Corp.
2255 Glades Road
Suite 221A
Boca Raton, FL 33431
Re:NovelStem International Corp.
Amendment No. 3 to Registration Statement on Form 10-12G
Filed January 26, 2023
File No. 000-22908
Dear Jan Loeb:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to this
comment, we may have additional comments.
Amendment No. 3 to Registration Statement on Form 10-12G
General
1.Please provide a detailed legal analysis of whether NewStem is “controlled primarily” by
Novelstem for purposes of Rule 3a-1(a)(4) under the Investment Company Act of 1940.
Your analysis should (i) apply any relevant Commission and staff guidance (including the
no-action letter issued to Health Communications Services, Inc. (pub. avail. Apr. 26,
1985)) on the meaning of “controlled primarily” to your facts and (ii) provide specific
details about any further indicia of control as between Novelstem and NewStem not
already discussed in prior responses.
FirstName LastNameJan Loeb
Comapany NameNovelStem International Corp.
January 31, 2023 Page 2
FirstName LastName
Jan Loeb
NovelStem International Corp.
January 31, 2023
Page 2
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.
You may contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Morris DeFeo