SEC Comment Letter 0000000000-23-000669 to Algernon Neuroscience Inc. (CIK 0001959708)
Algernon Neuroscience Inc. (CIK 0001959708)
Date: Jan. 20, 2023 · CIK: 0001959708 · Accession: 0000000000-23-000669
AI Filing Summary & Sentiment
File numbers found in text: 024-12117
Letter
United States securities and exchange commission logo January 20, 2023 James Kinley Chief Financial Officer Algernon Neuroscience Inc. 401-600 West Broadway Vancouver, British Columbia V5Z 4C2 Re:Algernon Neuroscience Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed on January 19, 2023 File No. 024-12117 Dear James Kinley: We have reviewed your amended offering statement and have the following 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 offering 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 offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our January 12, 2023 letter. Amendment No. 1 to Offering Statement on Form 1-A Index to Financial Statements, page F-1 1.Please address the following regarding your response to our prior comment one, and your related reviseed disclosures: •Your response does not adequately explain why the financial statements of the registrant is not required pursuant to paragraph (c)(1)(ii) in Part F/S of Form 1-A, and by Article 8 of Regulation S-X. Therefore, please revise your document to provide the audited financial statements of the registrant for a historical period. Note the historical period subject to audit does not have to be a complete fiscal year if the registrant has not been in existence for a full year. •Revise your Capitalization table and Dilution table to present the beginning column
FirstName LastNameJames Kinley Comapany NameAlgernon Neuroscience Inc. January 20, 2023 Page 2 FirstName LastName James Kinley Algernon Neuroscience Inc. January 20, 2023 Page 2 as the historical financial information as of the date of the registrant's financial statements included in your revised document. Provide separate pro forma adjustments to give affect to the acquisition of the DMT program as well as an explanation of those adjustments.
2.Please address the following regarding your response to our prior comment two and your additional disclosures included on pages 29 and 30: •Please revise to provide pro forma financial statements giving effect to the acquisition of the DMT program. •Clearly identify how you are accounting for the transaction. Notes to Carve-Out Financial Statements Note 2 Basis of Presentation, page F-10 3.Please address the following regarding your response to prior comment three: •As previously requested, if true, revise your footnotes to specifically confirm that you determined that it was impracticable to prepare the full financial statements of the DMT program required by Regulation S-X, and disclose an explanation of such impracticability in the filing. •To the extent you are unable to provide such disclosure, carve out financial statements would not be acceptable and the full stand alone financial statement for the DMT program would be required. 4.As requested in prior comment four, revise your footnotes as well as the Critical Accounting Policies section of the MD&A for DMT Program to clearly confirm that such financial statements reflect all of the revenues and expenses of the program as well as all expenses allocated to the program. Refer to Staff Accounting Bulletin Topic 1B.1. 9. Subsequent Events, page F-20 5.We acknowledge your response to our prior comment five. Please revise your disclosure to clearly explain how Algernon Neuroscience accounted for the acquisition of DMT Program, a subsequent event.
FirstName LastNameJames Kinley Comapany NameAlgernon Neuroscience Inc. January 20, 2023 Page 3 FirstName LastName James Kinley Algernon Neuroscience Inc. January 20, 2023 Page 3 You may contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at 202-551-3494 if you have questions regarding comments on the financial statements and related matters. Please contact Jimmy McNamara at 202-551-7349 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Stephen Cohen
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United States securities and exchange commission logo
January 20, 2023
James Kinley
Chief Financial Officer
Algernon Neuroscience Inc.
401-600 West Broadway
Vancouver, British Columbia V5Z 4C2
Re:Algernon Neuroscience Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed on January 19, 2023
File No. 024-12117
Dear James Kinley:
We have reviewed your amended offering statement and have the following
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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our January 12, 2023 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Index to Financial Statements, page F-1
1.Please address the following regarding your response to our prior comment one, and your
related reviseed disclosures:
•Your response does not adequately explain why the financial statements of the
registrant is not required pursuant to paragraph (c)(1)(ii) in Part F/S of Form 1-A, and
by Article 8 of Regulation S-X. Therefore, please revise your document to provide
the audited financial statements of the registrant for a historical period. Note the
historical period subject to audit does not have to be a complete fiscal year if the
registrant has not been in existence for a full year.
•Revise your Capitalization table and Dilution table to present the beginning column
FirstName LastNameJames Kinley
Comapany NameAlgernon Neuroscience Inc.
January 20, 2023 Page 2
FirstName LastName
James Kinley
Algernon Neuroscience Inc.
January 20, 2023
Page 2
as the historical financial information as of the date of the registrant's financial
statements included in your revised document. Provide separate pro forma
adjustments to give affect to the acquisition of the DMT program as well as an
explanation of those adjustments.
2.Please address the following regarding your response to our prior comment two and your
additional disclosures included on pages 29 and 30:
•Please revise to provide pro forma financial statements giving effect to the
acquisition of the DMT program.
•Clearly identify how you are accounting for the transaction.
Notes to Carve-Out Financial Statements
Note 2 Basis of Presentation, page F-10
3.Please address the following regarding your response to prior comment three:
•As previously requested, if true, revise your footnotes to specifically confirm that you
determined that it was impracticable to prepare the full financial statements of the
DMT program required by Regulation S-X, and disclose an explanation of such
impracticability in the filing.
•To the extent you are unable to provide such disclosure, carve out financial
statements would not be acceptable and the full stand alone financial statement for
the DMT program would be required.
4.As requested in prior comment four, revise your footnotes as well as the Critical
Accounting Policies section of the MD&A for DMT Program to clearly confirm that such
financial statements reflect all of the revenues and expenses of the program as well as all
expenses allocated to the program. Refer to Staff Accounting Bulletin Topic 1B.1.
9. Subsequent Events, page F-20
5.We acknowledge your response to our prior comment five. Please revise your
disclosure to clearly explain how Algernon Neuroscience accounted for the acquisition of
DMT Program, a subsequent event.
FirstName LastNameJames Kinley
Comapany NameAlgernon Neuroscience Inc.
January 20, 2023 Page 3
FirstName LastName
James Kinley
Algernon Neuroscience Inc.
January 20, 2023
Page 3
You may contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jimmy McNamara at 202-551-7349 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Stephen Cohen