SEC Comment Letter for REGENTIS BIOMATERIALS LTD. (RGNT) (CIK 0001912966) (RGNT) — Feb 19, 2025
REGENTIS BIOMATERIALS LTD. (RGNT) (CIK 0001912966)
Date: Feb. 19, 2025 · CIK: 0001912966 · Accession: 0000000000-25-001950
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February 19, 2025
Dr. Eli Hazum
Chief Executive Officer
Regentis Biomaterials Ltd.
60 Medinat Hayehudim
Herzliya, Israel 4676652
Re:Regentis Biomaterials Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted February 12, 2025
CIK No. 0001912966
Dear Dr. Eli Hazum:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our February 5, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Capitalization, page 59
1.We note your revisions to address prior comment 1. In this regard, on page 116, you
noted that the bridge loans were entered into between October and November 2024.
Please tell us your consideration of reflecting the issuance of the $250,000 bridge
loans as a Pro Forma adjustment.
2.As a related matter, please revise your total capitalization balance to properly reflect
the summation of all the line items.
February 19, 2025
Page 2
Notes to Financial Statements
Note 2 (m) - Basic and diluted loss per share, page F-26
3.Similar to your response to prior comment 3, please revise your accounting policy
footnotes here and on page F-8 to clarify that your preferred shares are participating
securities and that your earnings per share is calculated using the two-class method.
Please contact Eric Atallah at 202-551-3663 or Sasha Parikh at 202-551-3627 if you
have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Tim Buchmiller at 202-551-3635 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David A. Huberman, Esq.