SEC Comment Letter 0000000000-24-002233 to Clearmind Medicine Inc. (CMND)
Clearmind Medicine Inc.
Date: Feb. 28, 2024 · CIK: 0001892500 · Accession: 0000000000-24-002233
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41557
Letter
United States securities and exchange commission logo February 28, 2024 Alan Rootenberg Chief Financial Officer Clearmind Medicine Inc. 101 – 1220 West 6th Avenue Vancouver, British Columbia Re:Clearmind Medicine Inc. Form 20-F for the fiscal year ended October 31, 2023 Filed January 29, 2024 File No. 001-41557 Dear Alan Rootenberg: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter 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 to this letter, we may have additional comments. Form 20-F for the fiscal year ended October 31, 2023 Independent Auditor's Report, page F-4 1.We note that the opinion of your predecessor auditor, Saturna Group, is dated March 8, 2022, except as to Notes 1(c) and 1(d) which is as of January 26, 2024. We further note, however, that Saturna Group’s registration with the PCAOB was withdrawn effective May 31, 2023. In accordance with PCAOB Rule 2107(b)(1), a firm that was once registered and then later withdrew their registration from the PCAOB may reissue or give consent to the use of a prior report that it issued while registered. However, the firm cannot update or dual-date a previously issued report after the firm is no longer registered, as that involves additional audit work. As such, tell us how you considered having your current independent accountants audit the adjustments made to the October 31, 2021 financial statements discussed in Notes 1(c) and 1(d) or re-audit the October 31, 2021 financial statements. Please amend your Form 20-F accordingly.
FirstName LastNameAlan Rootenberg Comapany NameClearmind Medicine Inc. February 28, 2024 Page 2 FirstName LastName Alan Rootenberg Clearmind Medicine Inc. February 28, 2024 Page 2 In closing, 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. Please contact Jenn Do at 202-551-3743 or Vanessa Robertson at 202-551-3649 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences
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United States securities and exchange commission logo
February 28, 2024
Alan Rootenberg
Chief Financial Officer
Clearmind Medicine Inc.
101 – 1220 West 6th Avenue
Vancouver, British Columbia
Re:Clearmind Medicine Inc.
Form 20-F for the fiscal year ended October 31, 2023
Filed January 29, 2024
File No. 001-41557
Dear Alan Rootenberg:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this letter 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 to this letter, we may have additional comments.
Form 20-F for the fiscal year ended October 31, 2023
Independent Auditor's Report, page F-4
1.We note that the opinion of your predecessor auditor, Saturna Group, is dated March 8,
2022, except as to Notes 1(c) and 1(d) which is as of January 26, 2024. We further note,
however, that Saturna Group’s registration with the PCAOB was withdrawn effective
May 31, 2023. In accordance with PCAOB Rule 2107(b)(1), a firm that was once
registered and then later withdrew their registration from the PCAOB may reissue or give
consent to the use of a prior report that it issued while registered. However, the firm
cannot update or dual-date a previously issued report after the firm is no longer registered,
as that involves additional audit work. As such, tell us how you considered having your
current independent accountants audit the adjustments made to the October 31, 2021
financial statements discussed in Notes 1(c) and 1(d) or re-audit the October 31, 2021
financial statements. Please amend your Form 20-F accordingly.
FirstName LastNameAlan Rootenberg
Comapany NameClearmind Medicine Inc.
February 28, 2024 Page 2
FirstName LastName
Alan Rootenberg
Clearmind Medicine Inc.
February 28, 2024
Page 2
In closing, 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.
Please contact Jenn Do at 202-551-3743 or Vanessa Robertson at 202-551-3649 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences