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SEC Comment Letter 0000000000-25-002615 to Global Innovative Platforms Inc. (GIPL)

Global Innovative Platforms Inc.
Date: March 10, 2025 · CIK: 0001837774 · Accession: 0000000000-25-002615

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File numbers found in text: 024-12570

Date
March 10, 2025
Author
cc: Stephen M. Fleming
Form
UPLOAD
Company
Global Innovative Platforms Inc.

Letter

Re: Global Innovative Platforms Inc. Offering Circular on Form 1-A Filed February 12, 2025 File No. 024-12570 Dear Andrew Brown:

March 10, 2025

Andrew Brown Chief Executive Officer Global Innovative Platforms Inc. 149 James Place Orlando, FL 32751

We have reviewed your offering statement and have the following comment(s).

Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Form 1-A, filed February 12, 2025 Cover Page

1. We note that you plan to offer and sell shares of common stock "at a fixed price of $0.50 per share (the price to be fixed by a post-qualification supplement)." It is unclear to us how your proposed offering price will be set "at a fixed price" given the language that you will fix the price by a post-qualification supplement. We also note your statement in Part I, where you selected the checkbox "yes" for the question "[d]oes the issuer intend to price this offering after qualification pursuant to Rule 253(b)?" Please revise your disclosure to clearly include either a fixed price or, pursuant to Rule 253(b)(2) of Regulation A, a bona fide price range within which you presently plan to offer and sell securities. 2. We note that your Selling Stockholders will offer their shares simultaneously with the Company's offering. We also note that you "intend to sell the Company Offered Shares in this offering through the efforts of [y]our Chief Executive Officer" who is also a Selling Stockholder. Please address the following: explain how it will be determined whether the sale is for the benefit of the March 10, 2025 Page 2

Company or for the account of the Selling Stockholders, explain how investors will know if they are purchasing shares from you or the Selling Stockholders, and revise the Use of Proceeds section and the Dilution section to show the effect of the primary and the secondary offerings. 3. We note that your offering statement contemplates 8,292,277 shares to be offered by the Selling Stockholders and 1,400,000 shares to be offered by the Company. Please revise the resale portion to comply with Rule 251(a)(3) of Regulation A, which restricts the selling securityholder component of a Company's initial offering and any subsequent offering in the following 12 months to 30% of the aggregate offering price. We also note that your CEO is a Selling Stockholder yet in Part I you selected the checkbox "no" for the question "[d]oes the proposed offering involve the resale of securities by affiliates of the issuer?" Please revise or advise. Risk Factors, page 4

4. We note your statement on page 4: "The business plan and operations of the Company have been delayed over the course of the fiscal year ended September 30, 2024 and we expect further delays in implementing our plan for when we will further our operations." Please revise to describe the cause for the delay in your business plan and operations and the cause of the anticipated future delays. Plan of Distribution, page 16

5. We note your statement on page 16: "Further, our Board of Directors has determined that, in our company s sole discretion, we may issue Offered Shares in this offering for non-cash consideration, including, without limitation, promissory notes, services and/or other consideration without notice to subscribers in this offering; provided, however, that any Offered Shares issued in this manner shall be issued at the fixed price $0.50 per Offered Share." Please revise to disclose all forms of non-cash consideration you intend to accept. Please also substantially revise your offering document, including the Cover Page, Summary and Use of Proceeds sections, which all assume the offering will be made for cash only, to discuss the non-cash consideration in more detail and to address how issuing some or all shares for non- cash consideration would impact your offering. Finally, revise your risk factors to address the potential consequences to the Company if a substantial amount of shares is sold for non-cash consideration. Please note that pursuant to Rule 253(b)(1) of Regulation A, if you include a price range instead of a fixed price, the securities must be offered for cash. 6. We note your disclosure regarding your Procedures for Subscribing and that your subscription agreement gives the Company unlimited discretion to accept or reject subscriptions. Please provide expanded disclosure regarding your subscription and closing process, including when the initial closing will occur, how you will inform investors of the closings, and whether you may terminate the offering without ever having a closing. Please also provide disclosure regarding the details of your process for accepting or rejecting subscriptions, including how soon after receipt of a subscription you will accept or reject such subscription, what factors will go into March 10, 2025 Page 3

deciding whether to accept or reject a subscription, and the process for returning proceeds to investors for subscriptions that are rejected. Background, page 25

7. Please also provide support for the following statement on page 25: "Our team has proven credentials in the relevant spaces of commercializing animal healthcare, product development and operations from areas ranging from genetic testing technologies, electronics, computer chip marketing, telecommunications and data, electronics equipment sales and manufacturing, and food and beverage, among other skills. Several of the thirty plus product launches in our management s history were highly novel, and 3 of those products became industry leaders." Business Overview of Business over the Last Five Years, page 25

8. We note your disclosure that on "[o]n August 18, 2023, the Company entered into a Patent and Know-How License Agreement (the "License Agreement") with Defiant Technologies Inc." Please expand your disclosure to discuss the material terms of such agreement, including without limitation, (i) each party's rights and obligations, (ii) the aggregate amounts due under the agreement (we note that Defiant, at its discretion, may require a $225,000 lump sum payment within 45 days of the effective date) (iii) the aggregate amounts paid to date (we note the initial payment of $50,000), (iv) the term of the agreement, (v) the royalty term and royalty rate or range, (vi) the termination provisions and (vii) the aggregate future potential milestone payments to be paid, as applicable. Please revise to file the agreement pursuant to Item 17(6) of Part III of Form 1-A. Additionally, we note your statement on page 39: "We do not have any intellectual property at this time." Please revise to include a discussion of your licensed intellectual property, including from Defiant, which discussion should note, for each material patent, (i) the specific products, product groups and technologies to which such patents relate, (ii) whether the patents are owned or licensed, (iii) the type of patent protection, (iv) the patent expiration dates and (v) the jurisdiction. Overview, page 27

9. We note your statement that "[o]ver the next several months [you] have verification and validation studies planned for the components and the Heartworm Breath Test." Please revise to describe your plans and anticipated timeline for this and any other devices. 10. We note your disclosure on page 30 that "[you] were able to identify with a small sample size to identify a breath print for the presence of heartworm in dogs without any false positives." Please revise your disclosure to provide the material facts and findings of each trial you have conducted for any of your devices or their components. For example, revise to clarify the scope, size and design of each trial (including who conducted and sponsored the trial), whether the studies were powered to show statistical significance, the primary endpoints and whether any adverse events were observed in the studies, as applicable, and discuss the findings and the significance of the results. Please also revise the graphics on page 30 so that they are legible. March 10, 2025 Page 4

11. We note statements like the following on page 27: "Applications range from disease and treatment effectiveness to potentially toxic environmental and food conditions" and "[w]e believe the technology can also be used to identify toxic food conditions." Please revise to clarify, if true, that your future planned applications with respect to food testing are limited to testing for mold on agriculture feed. Heartworm Breath Test, page 32

12. We note your statement on page 32: "Our Heartworm Breath Test, including our Breath Collection Kit, is currently under development. The VOCAM Plus is already in production and has been tested successfully. The A.I. software is complete and commercially available." Please revise to clarify what you mean by your statement that the VOCAM Plus is "in production" when your test is not yet commercialized. Please also revise to clarify what you mean when you state that your A.I. software is "complete" and the meaning of "commercially available." We note the device itself is not commercialized, and it appears the A.I. will process information from the device, which will only become available once your device is in use. Please revise to describe whether this means customers can purchase your A.I. software separately and the purpose of this software for their use. 13. We note your statement on page 33, that you intend to allow your cloud-based technology "to integrate with other popular platforms." You also state that "[t]he VOCAM Plus and FROG have the ability to connect to a smart device." Please revise to further describe these platforms and how the VOCAM Plus and FROG connect to a smart device. Compliance with Government Regulation, page 34

14. We note your statement that you "are not aware of any pending or probable regulations that would have an impact upon [y]our operations." We also note your statement on page 46: "We do not expect to generate revenue from any product candidates that we develop until we obtain regulatory approval for one or more of such product candidates." Please revise to include a description of existing governmental regulations applicable to your business, including the effects of the Food and Drug Administration regulations on your business, such as any requirement for FDA approval of your products, including the Breath Collection Device mentioned on page 32. We also note your statement on page 43 that you intend to seek and obtain approvals by trade associations. Please describe these trade associations and their requirements. Our Competitive Strengths, page 34

15. We note that one of your competitive strengths is that you are more cost effective than alternatives. Please revise to provide support for this statement or characterize it as management's belief. Exhibits

16. Please revise the legal opinion filed as Exhibit 12.1 to cover the resale shares. March 10, 2025 Page 5

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.

Please contact Robert Augustin at 202-551-8483 or Margaret Sawicki at 202-551- 7153 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: Stephen M. Fleming

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 10, 2025

Andrew Brown
Chief Executive Officer
Global Innovative Platforms Inc.
149 James Place
Orlando, FL 32751

 Re: Global Innovative Platforms Inc.
 Offering Circular on Form 1-A
 Filed February 12, 2025
 File No. 024-12570
Dear Andrew Brown:

 We have reviewed your offering statement and have the following
comment(s).

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Form 1-A, filed February 12, 2025
Cover Page

1. We note that you plan to offer and sell shares of common stock "at a
fixed price of
 $0.50 per share (the price to be fixed by a post-qualification
supplement)." It is
 unclear to us how your proposed offering price will be set "at a fixed
price" given the
 language that you will fix the price by a post-qualification supplement.
We also note
 your statement in Part I, where you selected the checkbox "yes" for the
question
 "[d]oes the issuer intend to price this offering after qualification
pursuant to Rule
 253(b)?" Please revise your disclosure to clearly include either a fixed
price or,
 pursuant to Rule 253(b)(2) of Regulation A, a bona fide price range
within which you
 presently plan to offer and sell securities.
2. We note that your Selling Stockholders will offer their shares
simultaneously with the
 Company's offering. We also note that you "intend to sell the Company
Offered
 Shares in this offering through the efforts of [y]our Chief Executive
Officer" who is
 also a Selling Stockholder. Please address the following:
 explain how it will be determined whether the sale is for the
benefit of the
 March 10, 2025
Page 2

 Company or for the account of the Selling Stockholders,
 explain how investors will know if they are purchasing shares from
you or the
 Selling Stockholders, and
 revise the Use of Proceeds section and the Dilution section to
show the effect of
 the primary and the secondary offerings.
3. We note that your offering statement contemplates 8,292,277 shares to be
offered by
 the Selling Stockholders and 1,400,000 shares to be offered by the
Company. Please
 revise the resale portion to comply with Rule 251(a)(3) of Regulation A,
which
 restricts the selling securityholder component of a Company's initial
offering and any
 subsequent offering in the following 12 months to 30% of the aggregate
offering
 price. We also note that your CEO is a Selling Stockholder yet in Part I
you selected
 the checkbox "no" for the question "[d]oes the proposed offering involve
the resale of
 securities by affiliates of the issuer?" Please revise or advise.
Risk Factors, page 4

4. We note your statement on page 4: "The business plan and operations of
the Company
 have been delayed over the course of the fiscal year ended September 30,
2024 and
 we expect further delays in implementing our plan for when we will
further our
 operations." Please revise to describe the cause for the delay in your
business plan and
 operations and the cause of the anticipated future delays.
Plan of Distribution, page 16

5. We note your statement on page 16: "Further, our Board of Directors has
determined
 that, in our company s sole discretion, we may issue Offered Shares in
this offering
 for non-cash consideration, including, without limitation, promissory
notes, services
 and/or other consideration without notice to subscribers in this
offering; provided,
 however, that any Offered Shares issued in this manner shall be issued
at the fixed
 price $0.50 per Offered Share." Please revise to disclose all forms of
non-cash
 consideration you intend to accept. Please also substantially revise
your offering
 document, including the Cover Page, Summary and Use of Proceeds
sections, which
 all assume the offering will be made for cash only, to discuss the
non-cash
 consideration in more detail and to address how issuing some or all
shares for non-
 cash consideration would impact your offering. Finally, revise your risk
factors to
 address the potential consequences to the Company if a substantial
amount of shares
 is sold for non-cash consideration. Please note that pursuant to Rule
253(b)(1) of
 Regulation A, if you include a price range instead of a fixed price, the
securities must
 be offered for cash.
6. We note your disclosure regarding your Procedures for Subscribing and
that your
 subscription agreement gives the Company unlimited discretion to accept
or reject
 subscriptions. Please provide expanded disclosure regarding your
subscription and
 closing process, including when the initial closing will occur, how you
will inform
 investors of the closings, and whether you may terminate the offering
without ever
 having a closing. Please also provide disclosure regarding the details
of your process
 for accepting or rejecting subscriptions, including how soon after
receipt of a
 subscription you will accept or reject such subscription, what factors
will go into
 March 10, 2025
Page 3

 deciding whether to accept or reject a subscription, and the process for
returning
 proceeds to investors for subscriptions that are rejected.
Background, page 25

7. Please also provide support for the following statement on page 25: "Our
team has
 proven credentials in the relevant spaces of commercializing animal
healthcare,
 product development and operations from areas ranging from genetic
testing
 technologies, electronics, computer chip marketing, telecommunications
and data,
 electronics equipment sales and manufacturing, and food and beverage,
among other
 skills. Several of the thirty plus product launches in our management
s history were
 highly novel, and 3 of those products became industry leaders."
Business
Overview of Business over the Last Five Years, page 25

8. We note your disclosure that on "[o]n August 18, 2023, the Company
entered into a
 Patent and Know-How License Agreement (the "License Agreement") with
Defiant
 Technologies Inc." Please expand your disclosure to discuss the material
terms of
 such agreement, including without limitation, (i) each party's rights
and obligations,
 (ii) the aggregate amounts due under the agreement (we note that
Defiant, at its
 discretion, may require a $225,000 lump sum payment within 45 days of
the effective
 date) (iii) the aggregate amounts paid to date (we note the initial
payment of
 $50,000), (iv) the term of the agreement, (v) the royalty term and
royalty rate or
 range, (vi) the termination provisions and (vii) the aggregate future
potential
 milestone payments to be paid, as applicable. Please revise to file the
agreement
 pursuant to Item 17(6) of Part III of Form 1-A. Additionally, we note
your statement
 on page 39: "We do not have any intellectual property at this time."
Please revise to
 include a discussion of your licensed intellectual property, including
from Defiant,
 which discussion should note, for each material patent, (i) the specific
products,
 product groups and technologies to which such patents relate, (ii)
whether the patents
 are owned or licensed, (iii) the type of patent protection, (iv) the
patent expiration
 dates and (v) the jurisdiction.
Overview, page 27

9. We note your statement that "[o]ver the next several months [you] have
verification
 and validation studies planned for the components and the Heartworm
Breath Test."
 Please revise to describe your plans and anticipated timeline for this
and any other
 devices.
10. We note your disclosure on page 30 that "[you] were able to identify
with a small
 sample size to identify a breath print for the presence of heartworm in
dogs without
 any false positives." Please revise your disclosure to provide the
material facts and
 findings of each trial you have conducted for any of your devices or
their components.
 For example, revise to clarify the scope, size and design of each trial
(including who
 conducted and sponsored the trial), whether the studies were powered to
show
 statistical significance, the primary endpoints and whether any adverse
events were
 observed in the studies, as applicable, and discuss the findings and the
significance of
 the results. Please also revise the graphics on page 30 so that they are
legible.
 March 10, 2025
Page 4

11. We note statements like the following on page 27: "Applications range
from disease
 and treatment effectiveness to potentially toxic environmental and food
conditions"
 and "[w]e believe the technology can also be used to identify toxic food
conditions."
 Please revise to clarify, if true, that your future planned applications
with respect to
 food testing are limited to testing for mold on agriculture feed.
Heartworm Breath Test, page 32

12. We note your statement on page 32: "Our Heartworm Breath Test, including
our
 Breath Collection Kit, is currently under development. The VOCAM Plus is
already
 in production and has been tested successfully. The A.I. software is
complete and
 commercially available." Please revise to clarify what you mean by your
statement
 that the VOCAM Plus is "in production" when your test is not yet
 commercialized. Please also revise to clarify what you mean when you
state that your
 A.I. software is "complete" and the meaning of "commercially available."
We note the
 device itself is not commercialized, and it appears the A.I. will
process information
 from the device, which will only become available once your device is in
use. Please
 revise to describe whether this means customers can purchase your A.I.
software
 separately and the purpose of this software for their use.
13. We note your statement on page 33, that you intend to allow your
cloud-based
 technology "to integrate with other popular platforms." You also state
that "[t]he
 VOCAM Plus and FROG have the ability to connect to a smart device."
Please revise
 to further describe these platforms and how the VOCAM Plus and FROG
connect to a
 smart device.
Compliance with Government Regulation, page 34

14. We note your statement that you "are not aware of any pending or
probable
 regulations that would have an impact upon [y]our operations." We also
note your
 statement on page 46: "We do not expect to generate revenue from any
product
 candidates that we develop until we obtain regulatory approval for one
or more of
 such product candidates." Please revise to include a description of
existing
 governmental regulations applicable to your business, including the
effects of the
 Food and Drug Administration regulations on your business, such as
 any requirement for FDA approval of your products, including the Breath
Collection
 Device mentioned on page 32. We also note your statement on page 43 that
you
 intend to seek and obtain approvals by trade associations. Please
describe these trade
 associations and their requirements.
Our Competitive Strengths, page 34

15. We note that one of your competitive strengths is that you are more cost
effective than
 alternatives. Please revise to provide support for this statement or
characterize it as
 management's belief.
Exhibits

16. Please revise the legal opinion filed as Exhibit 12.1 to cover the
resale shares.
 March 10, 2025
Page 5

 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.

 Please contact Robert Augustin at 202-551-8483 or Margaret Sawicki at
202-551-
7153 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Stephen M. Fleming
</TEXT>
</DOCUMENT>