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Correspondence 0001213900-23-023165 from Clearmind Medicine Inc. (CMND)

Clearmind Medicine Inc.
Date: March 27, 2023 · CIK: 0001892500 · Accession: 0001213900-23-023165

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Date
March 27, 2023
Author
/s/
Form
CORRESP
Company
Clearmind Medicine Inc.

Letter

March 27, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joshua Gorsky

Joe McCann

Re: Clearmind Medicine Inc.

Draft Registration Statement on Form F-1

Submitted on February 21, 2023

Filed February 3, 2023

CIK No. 0001892500

Ladies and Gentlemen

On behalf of Clearmind Medicine Inc. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated March 6, 2023, relating to the above referenced Registration Statement on Form F-1 (CIK No. 0001892500) submitted by the Company on February 21, 2023 (the “Draft Registration Statement”).

Concurrent with the submission of this letter, the Company is filing via EDGAR a revised Registration Statement on Form F-1 (the “Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information.

For ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein but not defined herein have the meanings given to such terms in the Registration Statement.

Draft Registration Statement on Form F-1, submitted on February 21, 2023

Cover Page

1. Please revise your disclosure to include all of the information that is required by Item 501(b)(8)(iii) of Regulation S-K, including the date that the offering will end. Additionally, we note your disclosure that the placement agent expects to deliver the Common Shares on or about a certain date. Please disclose whether this offering will end in a single closing.

Response: In response to the Staff’s comment, the Company has revised the cover page to include all of the information that is required by Item 501(b)(8)(iii) of Regulation S-K, including the date that the offering will end. The Company respectfully notes that the offering will terminate on the first date that the Company enters into a placement agent agreement to sell the securities being registered under the Registration Statement and that the securities are expected to be issued in a single closing. The Company further notes that it expects that the offering will close on April 6, 2023 but the offering will be terminated by May 7, 2023, provided that the closing of the offering has not occurred by such date, and may not be extended.

2. Please revise the heading to reflect that you are also offering 4,054,100 Common Shares underlying the Common Warrants.

Response: In response to the Staff’s comment, the Company has revised the cover page to reflect that the Company is also offering the Common Shares underlying each of the Common Warrants and Pre-Funded Warrants. Such number has been amended from up to 4,054,100 Common Shares underlying each of the Common Warrants and Pre-Funded Warrants to 4,225,400 Common Shares underlying each of the Common Warrants and Pre-Funded Warrants.

Please contact me at (312) 364-1633 if you have any questions or require any additional information in connection with this letter or the Company’s submission of its draft Registration Statement on Form F-1.

Sincerely,
/s/
David Huberman

Show Raw Text
CORRESP
1
filename1.htm

March 27, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Joshua
    Gorsky

    Joe
    McCann

    Re:
    Clearmind Medicine Inc.

Draft Registration Statement on Form F-1

Submitted on February 21, 2023

Filed February 3, 2023

CIK No. 0001892500

Ladies and Gentlemen

On behalf of Clearmind Medicine Inc. (the “Company”),
we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) dated March 6, 2023, relating to the above referenced
Registration Statement on Form F-1 (CIK No. 0001892500) submitted by the Company on February 21, 2023 (the “Draft Registration
Statement”).

Concurrent with the submission
of this letter, the Company is filing via EDGAR a revised Registration Statement on Form F-1 (the “Registration Statement”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information.

For ease of review, we have
set forth below each of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein
but not defined herein have the meanings given to such terms in the Registration Statement.

Draft Registration Statement on Form F-1, submitted on February
21, 2023

Cover Page

    1.
    Please revise your disclosure
    to include all of the information that is required by Item 501(b)(8)(iii) of Regulation S-K, including the date that the offering
    will end. Additionally, we note your disclosure that the placement agent expects to deliver the Common Shares on or about a certain
    date. Please disclose whether this offering will end in a single closing.

Response: In response to the
Staff’s comment, the Company has revised the cover page to include all of the information that is required by Item
501(b)(8)(iii) of Regulation S-K, including the date that the offering will end. The Company respectfully notes that the offering
will terminate on the first date that the Company enters into a placement agent agreement to sell the securities being registered
under the Registration Statement and that the securities are expected to be issued in a single closing. The Company further notes
that it expects that the offering will close on April 6, 2023 but the offering will be terminated by May 7, 2023, provided that the
closing of the offering has not occurred by such date, and may not be extended.

    2.
    Please revise the heading
    to reflect that you are also offering 4,054,100 Common Shares underlying the Common Warrants.

Response: In response to the Staff’s comment, the Company
has revised the cover page to reflect that the Company is also offering the Common Shares underlying each of the Common Warrants and
Pre-Funded Warrants. Such number has been amended from up to 4,054,100 Common Shares underlying each of the Common Warrants and Pre-Funded
Warrants to 4,225,400 Common Shares underlying each of the Common Warrants and Pre-Funded Warrants.

Please contact me at (312) 364-1633 if you have
any questions or require any additional information in connection with this letter or the Company’s submission of its draft Registration
Statement on Form F-1.

Sincerely,

    /s/
    David Huberman

    cc: Adi Zuloff-Shani, Chief
    Executive Officer