SEC Comment Letter 0000000000-23-003169 to Nemaura Medical Inc. (NMRD) (CIK 0001602078)
Nemaura Medical Inc. (NMRD) (CIK 0001602078)
Date: March 29, 2023 · CIK: 0001602078 · Accession: 0000000000-23-003169
AI Filing Summary & Sentiment
File numbers found in text: 333-270511
Letter
United States securities and exchange commission logo March 29, 2023 Dewan F.H. Chowdhury Chief Executive Officer Nemaura Medical Inc. 625 N. Flagler Drive, Suite 600 West Palm Beach, FL 33401 Re:Nemaura Medical Inc. Registration Statement on Form S-1 Filed March 14, 2023 File No. 333-270511 Dear Dewan F.H. Chowdhury: We have limited our review of your registration statement to those issues we have addressed in our comment. Please respond to this letter by providing the requested information. If you do not believe our comment applies to your facts and circumstances, 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 March 14, 2023 General 1.We note this registration statement seeks to register for resale 4,796,206 shares of common stock issuable upon the exercise of warrants held by two selling shareholders who purchased the securities in a January 27, 2023. We note from the Form 8-K filed February 23, 2023, in which you reported, pursuant to Item 5.07, Submission of Matters to Vote of Security Holders," that "[o]n January 27, 2023, the holders of an aggregate of 13,596,205 shares of the Company's common stock, representing approximately 56.4% of the overall voting power of the Company, approved [the] proposed issuance and sale" of the 4,797,206 shares of common stock and warrants to purchase the same number of shares of common stock in the "concurrent private placement." It does not appear that you solicited proxies or circulated information statements pursuant to Exchange Act Regulations 14A or 14C, as no filing is reflected in Edgar. Please advise. To the extent you believe these regulations did not apply, please provide your analysis, including your analysis regarding whether the shares you seek to register in this registration statement have been legally issued.
FirstName LastNameDewan F.H. Chowdhury Comapany NameNemaura Medical Inc. March 29, 2023 Page 2 FirstName LastName Dewan F.H. Chowdhury Nemaura Medical Inc. March 29, 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. 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 Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Craig D. Linder, Esq.
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United States securities and exchange commission logo
March 29, 2023
Dewan F.H. Chowdhury
Chief Executive Officer
Nemaura Medical Inc.
625 N. Flagler Drive, Suite 600
West Palm Beach, FL 33401
Re:Nemaura Medical Inc.
Registration Statement on Form S-1
Filed March 14, 2023
File No. 333-270511
Dear Dewan F.H. Chowdhury:
We have limited our review of your registration statement to those issues we have
addressed in our comment. Please respond to this letter by providing the requested
information. If you do not believe our comment applies to your facts and circumstances, 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 March 14, 2023
General
1.We note this registration statement seeks to register for resale 4,796,206 shares of
common stock issuable upon the exercise of warrants held by two selling shareholders
who purchased the securities in a January 27, 2023. We note from the Form 8-K
filed February 23, 2023, in which you reported, pursuant to Item 5.07, Submission of
Matters to Vote of Security Holders," that "[o]n January 27, 2023, the holders of an
aggregate of 13,596,205 shares of the Company's common stock, representing
approximately 56.4% of the overall voting power of the Company, approved [the]
proposed issuance and sale" of the 4,797,206 shares of common stock and warrants to
purchase the same number of shares of common stock in the "concurrent private
placement." It does not appear that you solicited proxies or circulated information
statements pursuant to Exchange Act Regulations 14A or 14C, as no filing is reflected in
Edgar. Please advise. To the extent you believe these regulations did not apply, please
provide your analysis, including your analysis regarding whether the shares you seek to
register in this registration statement have been legally issued.
FirstName LastNameDewan F.H. Chowdhury
Comapany NameNemaura Medical Inc.
March 29, 2023 Page 2
FirstName LastName
Dewan F.H. Chowdhury
Nemaura Medical Inc.
March 29, 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.
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 Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Craig D. Linder, Esq.