SecProbe.io

United States securities and exchange commission logo
December 28, 2021
Matthew Wolfson
Chief Executive Officer and Chief Financial Officer
Electromedical Technologies, Inc.
16561 N. 92nd Street, Suite 101
Scottsdale, AZ 85260
Re:Electromedical Technologies, Inc.
Registration Statement on Form S-1
Filed December 21, 2021
File No. 333-261802
Dear Mr. Wolfson:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.As you are not eligible to incorporate your future filings by reference because you are a
penny stock, please remove the statement that your subsequently filed periodic and current
reports are incorporated by reference into the prospectus.  See General Instruction
VII.D to Form S-1.
2.Please confirm that you have executed a binding purchase agreement with White Lion
LLC and revise the filing accordingly.  While you disclose on this page and throughout
the filing that the Purchase Notices with White Lion LLC will be "irrevocable," it is not
clear if the underlying agreement is executed and binding.

 FirstName LastNameMatthew  Wolfson
 Comapany NameElectromedical Technologies, Inc.
 December 28, 2021 Page 2
 FirstName LastName
Matthew  Wolfson
Electromedical Technologies, Inc.
December 28, 2021
Page 2
Exhibit Index, page 120
3.The majority of the hyperlinked exhibits starting at exhibit 10.5 do not appear to correctly
track the exhibits listed in the exhibit index.  Please revise.  Most critically, please ensure
that you have properly filed the Common Stock Purchase and Registration Rights
Agreements with White Lion Capital LLC as exhibits.  These Agreements are currently
listed as having been filed as exhibits 10.21 and 10.22, but the hyperlinks do not
correspond to these exhibits nor does it appear that that you filed the Agreements
elsewhere.
            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 Dillon Hagius at 202-551-7967 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tad Mailander