SecProbe.io

CORRESP
 1
 filename1.htm

 dmtp20250819_corresp.htm

 DIAMEDICA THERAPEUTICS, INC.

 301 CARLSON PARKWAY, SUITE 210

 MINNEAPOLIS, MN 55305 USA

 T 763 496 5454

 E INFO@DIAMEDICA.COM

 W WWW.DIAMEDICA.COM

 August 20, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, NE

 Washington, DC 20549

 Attention: Tyler Howes

 Re:

 DiaMedica Therapeutics Inc.

 Registration Statement on Form S-3

 Filed August 12, 2025

 File No. 333-289542

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, DiaMedica Therapeutics Inc. (the “Registrant”) hereby respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 9:00 a.m., Eastern Time, on August 22, 2025, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Alston & Bird LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

 The Registrant requests that it be notified of such effectiveness by a telephone call to Matthew Mamak of Alston & Bird LLP at (212) 210-1256.

 Thank you for your assistance in this matter. Should you have any questions, please call Mr. Mamak.

 Very truly yours,

 /s/ Rick Pauls

 Rick Pauls

 President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 18, 2025

Rick Pauls
Chief Executive Officer
DiaMedica Therapeutics Inc.
301 Carlson Parkway, Suite 210
Minneapolis, MN 55305

 Re: DiaMedica Therapeutics Inc.
 Registration Statement on Form S-3
 Filed August 12, 2025
 File No. 333-289542
Dear Rick Pauls:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Matthew W. Mamak, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 dmtp20250806_corresp.htm

 DIAMEDICA THERAPEUTICS, INC.

 301 CARLSON PARKWAY, SUITE 210

 MINNEAPOLIS, MN 55305 USA

 T 763 496 5454

 E INFO@DIAMEDICA.COM

 W WWW.DIAMEDICA.COM

 August 6, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, NE

 Washington, DC 20549

 Attention: Tyler Howes

 Re:

 DiaMedica Therapeutics Inc.

 Registration Statement on Form S-3

 Filed August 1, 2025

 File No. 333-289159

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, DiaMedica Therapeutics Inc. (the “Registrant”) hereby respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on August 8, 2025, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Alston & Bird LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

 The Registrant requests that it be notified of such effectiveness by a telephone call to Matthew Mamak of Alston & Bird LLP at (212) 210-1256.

 Thank you for your assistance in this matter. Should you have any questions, please call Mr. Mamak.

 Very truly yours,

 /s/ Rick Pauls

 Rick Pauls

 President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 5, 2025

Scott Kellen
Chief Financial Officer
DiaMedica Therapeutics Inc.
301 Carlson Parkway, Suite 210
Minneapolis, MN 55305

 Re: DiaMedica Therapeutics Inc.
 Registration Statement on Form S-3
 Filed August 1, 2025
 File No. 333-289159
Dear Scott Kellen:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Matthew W. Mamak, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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	dmtp20240715_corresp.htm

			DIAMEDICA THERAPEUTICS, INC.

			301 CARLSON PARKWAY, SUITE 210

			MINNEAPOLIS, MN 55305 USA

			T 763 496 5454

			E INFO@DIAMEDICA.COM

			W WWW.DIAMEDICA.COM

July 16, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

Attention: Tyler Howes

			Re:

			DiaMedica Therapeutics Inc.

			Registration Statement on Form S-3

			Filed July 10, 2024

			File No. 333-280744

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, DiaMedica Therapeutics Inc. (the “Registrant”) hereby respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on July 18, 2024, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Fox Rothschild LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Amy Culbert of Fox Rothschild LLP at (612) 607-7287.

Thank you for your assistance in this matter. Should you have any questions, please call Ms. Culbert.

Very truly yours,

/s/ Rick Pauls

Rick Pauls

President and Chief Executive Officer

July 15, 2024
Rick Pauls
Chief Executive Officer
DiaMedica Therapeutics Inc.
301 Carlson Parkway, Suite 210
Minneapolis, MN 55305
Re:DiaMedica Therapeutics Inc.
Registration Statement on Form S-3
Filed July 10, 2024
File No. 333-280744
Dear Rick Pauls:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Amy E. Culbert, Esq.

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	dmtp20240404_corresp.htm

			DIAMEDICA THERAPEUTICS, INC.

			301 CARLSON PARKWAY, SUITE 210

			MINNEAPOLIS, MN 55305 USA

			T 763 496 5454

			E INFO@DIAMEDICA.COM

			W WWW.DIAMEDICA.COM

April 4, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

Attention: Jessica Dickerson

			Re:

			DiaMedica Therapeutics Inc.

			Registration Statement on Form S-3

			Filed March 21, 2024

			File No. 333-278146

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, DiaMedica Therapeutics Inc. (the “Registrant”) hereby respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 9:00 a.m., Eastern Time, on April 9, 2024, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Fox Rothschild LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Amy Culbert of Fox Rothschild LLP at (612) 607-7287.

Thank you for your assistance in this matter. Should you have any questions, please call Ms. Culbert.

Very truly yours,

/s/ Rick Pauls

Rick Pauls

President and Chief Executive Officer

United States securities and exchange commission logo
March 26, 2024
Rick Pauls
President and Chief Executive Officer
DiaMedica Therapeutics Inc.
301 Carlson Parkway, Suite 210
Minneapolis, MN 55305
Re:DiaMedica Therapeutics Inc.
Registration Statement on Form S-3
Filed March 21, 2024
File No. 333-278146
Dear Rick Pauls:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Amy E. Culbert, Esq.

United States securities and exchange commission logo
July 5, 2023
Rick Pauls
President and Chief Executive Officer
DiaMedica Therapeutics Inc.
301 Carlson Parkway, Suite 210
Minneapolis, Minnesota 55305
Re:DiaMedica Therapeutics Inc.
Registration Statement on Form S-3
Filed June 30, 2023
File No. 333-273068
Dear Rick Pauls:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Amy Culbert

CORRESP
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	dmtp20230705_corresp.htm

			DIAMEDICA THERAPEUTICS, INC.

			301 CARLSON PARKWAY, SUITE 210

			MINNEAPOLIS, MN 55305 USA

			T 763 496 5454

			E INFO@DIAMEDICA.COM

			W WWW.DIAMEDICA.COM

July 5, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

Attention: Jimmy McNamara

			Re:

			DiaMedica Therapeutics Inc.

			Registration Statement on Form S-3

			Filed June 30, 2023

			File No. 333-273068

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, DiaMedica Therapeutics Inc. (the “Registrant”) hereby respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on July 7, 2023, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Fox Rothschild LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Amy Culbert of Fox Rothschild LLP at (612) 607-7287.

Thank you for your assistance in this matter. Should you have any questions, please call Ms. Culbert.

Very truly yours,

/s/ Rick Pauls

Rick Pauls

President and Chief Executive Officer

United States securities and exchange commission logo
October 12, 2021
Rick Pauls
President and Chief Executive Officer
DiaMedica Therapeutics Inc.
Two Carlson Parkway, Suite 260
Minneapolis, Minnesota 55447
Re:DiaMedica Therapeutics Inc.
Registration Statement on Form S-3
Filed October 5, 2021
File No. 333-260066
Dear Mr. Pauls:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Amy Culbert

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	dmtp20211012_corresp.htm

October 12, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

Attention: Michael Davis

			Re:

			DiaMedica Therapeutics Inc.

			Registration Statement on Form S-3

			Filed October 5, 2021

			File No. 333-260066

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, DiaMedica Therapeutics Inc. (the “Registrant”) hereby respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on October 14, 2021, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Fox Rothschild LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Amy Culbert of Fox Rothschild LLP at (612) 607-7287.

Thank you for your assistance in this matter. Should you have any questions, please call Ms. Culbert.

Very truly yours,

/s/ Rick Pauls

Rick Pauls

President and Chief Executive Officer

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	dmtp20210502_corresp.htm

May 3, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

Attention: Dillon Hagius

			Re:

			DiaMedica Therapeutics Inc.

			Registration Statement on Form S-3

			Filed March 10, 2021

			File No. 333-254089

			Request for Acceleration

Ladies and Gentlemen:

On April 29, 2021, DiaMedica Therapeutics Inc. (the “Registrant”) filed Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”). Accordingly, the above-referenced registration statement, which incorporates by reference the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”), now incorporates by reference the Part III information incorporated by reference into the Form 10-K from the Form 10-K/A.

Pursuant to Rule 461 of the Securities Act of 1933, as amended, the Registrant hereby respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 3:30 p.m., Eastern Time, on May 4, 2021, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Fox Rothschild LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Amy Culbert of Fox Rothschild LLP at (612) 607-7287.

Thank you for your assistance in this matter. Should you have any questions, please call Ms. Culbert.

Very truly yours,

/s/ Rick Pauls

Rick Pauls

President and Chief Executive Officer

United States securities and exchange commission logo
March 11, 2021
Rick Pauls
President and Chief Executive Officer
DiaMedica Therapeutics Inc.
Two Carlson Parkway, Suite 260
Minneapolis, Minnesota 55447
Re:DiaMedica Therapeutics Inc.
Registration Statement on Form S-3
Filed March 10, 2021
File No. 333-254089
Dear Mr. Pauls:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Dillon Hagius at 202-551-7976 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Amy Culbert

CORRESP
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	dmtp20200107_corresp.htm

January 7, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

			Attn:
			Jeffrey Gabor

			Re:
			DiaMedica Therapeutics Inc.

			Registration Statement on Form S-3

			File No. 333-235775

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, DiaMedica Therapeutics Inc. (the “Registrant”) hereby respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 3:30 p.m., Eastern Time, on January 9, 2020, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Fox Rothschild LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Amy Culbert of Fox Rothschild LLP at (612) 607-7287.

Thank you for your assistance in this matter. Should you have any questions, please call Ms. Culbert.

Very truly yours,

/s/ Rick Pauls

Rick Pauls

President and Chief Executive Officer

January 6, 2020
Rick Pauls
President and Chief Executive Officer
DiaMedica Therapeutics Inc.
2 Carlson Parkway, Suite 260
Minneapolis, MN 55447
Re:DiaMedica Therapeutics Inc.
Registration Statement on Form S-3
Filed January 2, 2020
File No. 333-235775
Dear Mr. Pauls:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Amy E. Culbert, Esq.

CORRESP
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	dmtp20181204b_corresp.htm

December 4, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Attn:
			Franklin Wyman, Angela Connell, Irene Paik and Mary Beth Breslin

			Re:
			DiaMedica Therapeutics Inc.

			Registration Statement on Form S-1, as amended

			File No. 333-228313

Ladies and Gentlemen:

As representative of the several underwriters of the proposed public offering of common shares of DiaMedica Therapeutics Inc. (the “Company”), we hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 3:30 p.m. Eastern Time on December 6, 2018, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we intend to effect the following distribution of the Company’s Preliminary Prospectus dated November 28, 2018, through the time of effectiveness:

Preliminary Prospectus dated November 28, 2018:

250 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

			Very truly yours,

			CRAIG-HALLUM CAPITAL GROUP LLC

			As Representative of the several Underwriters

			By:

			/s/ John Flood

			Name:

			Title:

			John Flood

			Chairman

[Signature Page to Acceleration Request]

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	dmtp20181204_corresp.htm

December 4, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

			Attn:
			Franklin Wyman, Angela Connell, Irene Paik and Mary Beth Breslin

			Re:
			DiaMedica Therapeutics Inc.

			Registration Statement on Form S-1, as amended

			File No. 333-228313

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, DiaMedica Therapeutics Inc. hereby respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 3:30 p.m., Eastern Time, on December 6, 2018, or as soon thereafter as is practicable.

Thank you for your assistance in this matter. Should you have any questions, please call Amy Culbert of Fox Rothschild LLP at (612) 607-7287.

Very truly yours,

/s/ Rick Pauls

Rick Pauls

President and Chief Executive Officer

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	dmtp20181127_corresp.htm

			Campbell Mithun Tower

			222 South Ninth Street

			Suite 2000

			Minneapolis, MN 55402-3338

			Tel (612) 607-7000  Fax (612) 607-7100

			www.foxrothschild.com

November 28, 2018

VIA EDGAR

			Office of Healthcare and Insurance

			Division of Corporation Finance

			U.S. Securities and Exchange Commission

			100 F Street, N.E.

			Washington D.C. 20549

			Attention: Franklin Wyman, Angela Connell, Irene Paik and Mary Beth Breslin

			Re:

			DiaMedica Therapeutics Inc.

			Amendment No. 2 to Registration Statement on Form S-1

			Filed November 27, 2018

			File No. 333-228313

Ladies and Gentlemen:

This letter is submitted on behalf of DiaMedica Therapeutics Inc. (the “Company”) in response to comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on November 27, 2018 (“Form S-1”), as set forth in the Staff’s letter dated November 27, 2018 to Rick Pauls, Chief Executive Officer (the “Comment Letter”). The Company is concurrently submitting Amendment No. 3 to Form S-1 (“Amendment No. 3”), which includes changes to reflect responses to the Staff’s comments. In addition to addressing the comments raised by the Staff in the Comment Letter, the Company has included other revisions and updates to its disclosure in Amendment No. 3.

For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below, page number references are to Amendment No. 3.

			U.S. Securities and Exchange Commission

			November 28, 2018

			Page 2

In addition to submitting this letter via EDGAR, we are sending via Federal Express three (3) copies of each of this letter and Amendment No. 3 (marked to show changes from the Form S-1).

Amendment No. 2 to Registration Statement on Form S-1 filed November 27, 2018

Report of Independent Registered Public Accounting Firm, page F-2

			1.

			Please explain why this report does not address the share consolidation effective November 15, 2018, whereby all share and per share amounts were retroactively restated.

RESPONSE: The Report of Independent Registered Public Accounting Firm has been revised to add a more recent date with respect to the effects of the share consolidation as disclosed in Note 1.

Notes to Condensed Consolidated Financial Statements

12. License and Collaboration Agreement with Related Party, page F-34

			2.

			You disclose that under the Ahon Pharma license and collaboration agreement you are entitled to receive a non-refundable upfront payment of $5.0 million; however, it appears that you have only received $500,000 of this amount and the remaining $4.5 million is due upon "regulatory clearance to initiate a clinical trial in China." It would appear that the $4.5 million payment is more akin to a milestone payment and therefore it is unclear why you would characterize it as part of the overall non-refundable upfront payment. Please revise to clarify. Please also disclose how this $4.5 million payment and other milestone payments were considered in determining your transaction price and the extent to which such variable consideration was constrained.

RESPONSE: In response to the Staff’s comment, the Company has revised its disclosure in Note 12 to the Financial Statements and elsewhere as appropriate in Amendment No. 3 to clarify that only the initial non-refundable upfront payment of $500,000 was recognizable as revenue. The $4.5 million payment is only payable upon the occurrence of an at risk performance milestone, specifically regulatory clearance to initiate a clinical trial in China, and as such, does not meet the criteria for revenue recognition since it was determined to be fully constrained using the most likely amount method. The remaining milestones are similarly constrained by additional regulatory approvals or the attainment of cumulative sales levels. Supplementally, the Company advises the Staff that the Company considered the guidance in Accounting Standards Codification (“ASC”) 606-10-32-5 through 9 and ASC 606-10-32-11 through 13 to determine the measurement of the arrangement consideration related to the license of its intellectual property. Upon execution of the agreement, the Company determined that the upfront payment of $500,000 constituted the consideration to be allocated to the execution of the agreement. The future potential milestone amounts were not included in the transaction price, as they were all determined to be fully constrained following the concepts of ASC 606. Additionally, the Company expects that any consideration related to royalties and sales-based milestones will be recognized wholly when the subsequent sales occur (based on the concepts in ASC 606-10-55-65 through 65B).

			U.S. Securities and Exchange Commission

			November 28, 2018

			Page 3

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (612) 607-7287 with any questions or comments regarding this correspondence.

Very truly yours,

Amy E. Culbert

			cc:

			Rick Pauls, President and Chief Executive Officer of the Company

			Scott Kellen, Chief Financial Officer of the Company

November 27, 2018
Rick Pauls
President and Chief Executive Officer
DiaMedica Therapeutics Inc.
2 Carlson Parkway, Suite 260
Minneapolis, Minnesota 55447
Re:DiaMedica Therapeutics Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 27, 2018
File No. 333-228313
Dear Mr. Pauls:
            We have reviewed your amended registration 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 filed November 27, 2018
Report of Independent Registered Public Accounting Firm, page F-2
1.Please explain why this report does not address the share consolidation effective
November 15, 2018, whereby all share and per share amounts were retroactively restated.

Notes to Condensed Consolidated Financial Statements
12. License and Collaboration Agreement with Related Party , page F-34
2.You disclose that under the Ahon Pharma license and collaboration agreement you are
entitled to receive a non-refundable upfront payment of $5.0 million; however, it appears
that you have only received $500,000 of this amount and the remaining $4.5 million is due
upon "regulatory clearance to initiate a clinical trial in China." It would appear that the

 FirstName LastNameRick Pauls
 Comapany NameDiaMedica Therapeutics Inc.
 November 27, 2018 Page 2
 FirstName LastName
Rick Pauls
DiaMedica Therapeutics Inc.
November 27, 2018
Page 2
$4.5 million payment is more akin to a milestone payment and therefore it is unclear why
you would characterize it as part of the overall non-refundable upfront payment. Please
revise to clarify. Please also disclose how this $4.5 million payment and other milestone
payments were considered in determining your transaction price and the extent to which
such variable consideration was constrained.
            You may contact Franklin Wyman at 202-551-3660 or Angela Connell at 202-551-
3426 if you have questions regarding comments on the financial statements and related matters.
Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Amy Culbert - Fox Rothschild LLP

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Campbell Mithun Tower

222 South Ninth Street

Suite 2000

Minneapolis, MN 55402-3338

Tel (612) 607-7000  Fax (612) 607-7100

www.foxrothschild.com

November 19, 2018

VIA EDGAR

			Office of Healthcare and Insurance

			Division of Corporation Finance

			U.S. Securities and Exchange Commission

			100 F Street, N.E.

			Washington D.C. 20549

			Attention:  Franklin Wyman, Angela Connell, Irene Paik and Mary Beth Breslin

			Re:

			DiaMedica Therapeutics Inc.

			Registration Statement on Form S-1

			Filed November 9, 2018

			File No. 333-228313

Ladies and Gentlemen:

This letter is submitted on behalf of DiaMedica Therapeutics Inc. (the “Company”) in response to comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1 filed on November 9, 2018 (“Form S-1”), as set forth in the Staff’s letter dated November 15, 2018 to Rick Pauls, Chief Executive Officer (the “Comment Letter”). The Company is concurrently submitting Amendment No. 1 to Form S-1 (“Amendment No. 1”), which includes changes to reflect responses to the Staff’s comments. In addition to addressing the comments raised by the Staff in the Comment Letter, the Company has included other revisions and updates to its disclosure in Amendment No. 1.

For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below, page number references are to Amendment No. 1.

U.S. Securities and Exchange Commission

November 19, 2018

Page 2

In addition to submitting this letter via EDGAR, we are sending via Federal Express three (3) copies of each of this letter and Amendment No. 1 (marked to show changes from the Form S-1).

Registration Statement on Form S-1 filed November 9, 2018

Item 1. Business

Cover Page

			1.

			We note that you have applied to list your common shares on the Nasdaq Capital Market but no assurance can be given that your application will be approved.  Please tell us whether you will continue your offering if your listing is not approved.  If you intend to proceed with your offering before receiving approval of your listing application, please revise your disclosure to clarify that the listing of the common shares on the Nasdaq Capital Market is not a condition to the offering.

RESPONSE: The Company respectfully advises the Staff that it does not intend to continue its offering if the Company’s listing application for its common shares is not approved by the Nasdaq Capital Market.

Prospectus Summary

Overview, page 1

			2.

			Please revise your disclosure to eliminate any suggestion that your candidates have been or will ultimately be determined to be safe or effective for purposes of granting marketing approval by the FDA or comparable agency, including comparisons to currently approved drugs.  For example, you state that the results of your five clinical trials with DM199 have shown that "DM199 is safe" and that numerous internal and third party analyses demonstrate DM199 bioequivalence to Kailikang®.  We will not object if you provide balanced summary of the data and analyses that demonstrate bioequivalence to Kailikang®.

RESPONSE: In response to the Staff’s comment, the Company has revised its disclosure on page 1 of Amendment No. 1 to, among other things, remove the statement that the clinical trials have shown that DM199 is “safe” and to indicate that DM199 has not been, and the Company cannot provide any assurance that it ultimately will be, determined to be safe or effective for purposes of granting marketing approval by the FDA or any comparable agency.

U.S. Securities and Exchange Commission

November 19, 2018

Page 3

Implications of Being an Emerging Growth Company, page 7

			3.

			Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

RESPONSE: The Company respectfully advises the Staff that it will provide copies of any and all written communications, as defined in Rule 405 under the Securities Act, that it uses in meetings with potential investors in reliance on Section 5(d) of the Securities Act on a supplemental basis. Such materials will only be made available for viewing by such investors during the Company’s presentation. Pursuant to Rule 418 under the Securities Act, such copies shall not be deemed to be filed with, or a part of or included in, the Form S-1, as amended. Additionally, pursuant to Rule 418(b) under the Securities Act, the Company will request that the Staff return copies of such materials to the Company. Other than these materials, the Company will not provide, and will not authorize any person to provide, any written materials in reliance on Section 5(d) of the Securities Act. The Company will undertake to provide the Staff with copies of any additional written communications that are presented to potential investors by it or anyone authorized to do so on its behalf in reliance on Section 5(d) of the Securities Act, whether or not such potential investors retain copies of the communications.

Use of Proceeds, page 45

			4.

			We note that you intend to use the net proceeds from this offering to fund clinical development of DM199.  Please revise your disclosure to specify the expected stage of development you expect to achieve with the proceeds of this offering.  In addition, to the extent the proceeds will not be sufficient to fund development of your product candidates through regulatory approval and commercialization, please also disclose the sources of other funds needed to reach regulatory approval and commercialization of your product candidates. Refer to Instruction 3 to Item 504 of Regulation S-K.

RESPONSE: In response to the Staff’s comment, the Company has added disclosure to page 45 of Amendment No. 1 to specify the expected stage of development the Company expects to achieve with the net proceeds of this offering and the Company’s expectation that additional funding will be required to reach regulatory approval and commercialization of the Company’s product candidates.

U.S. Securities and Exchange Commission

November 19, 2018

Page 4

General

			5.

			Please provide us proofs of all graphics, visual, or photographic information you will provide in the printed prospectus prior to its use, for example in a preliminary prospectus.

RESPONSE: The Company respectfully advises the Staff that no additional graphics, visual, or photographic information will be used in its printed prospectus other than those currently contained in Amendment No. 1. If the Company determines that it will include any additional graphic, visual or photographic information, it will promptly provide such information to the Staff in an amendment or on a supplemental basis.

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (612) 607-7287 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Amy E. Culbert

Amy E. Culbert

			cc:
			Rick Pauls, President and Chief Executive Officer of the Company

			Scott Kellen, Chief Financial Officer of the Company

November 15, 2018
Rick Pauls
President and Chief Executive Officer
DiaMedica Therapeutics Inc.
2 Carlson Parkway, Suite 260
Minneapolis, Minnesota 55447
Re:DiaMedica Therapeutics Inc.
Registration Statement on Form S-1
Filed November 9, 2018
File No. 333-228313
Dear Mr. Pauls:
            We have reviewed your registration 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed November 9, 2018
Cover Page
1.We note that you have applied to list your common shares on the Nasdaq Capital Market
but no assurance can be given that your application will be approved.  Please tell us
whether you will continue your offering if your listing is not approved.  If you intend to
proceed with your offering before receiving approval of your listing application, please
revise your disclosure to clarify that the listing of the common shares on the Nasdaq
Capital Market is not a condition to the offering.

 FirstName LastNameRick Pauls
 Comapany NameDiaMedica Therapeutics Inc.
 November 15, 2018 Page 2
 FirstName LastNameRick Pauls
DiaMedica Therapeutics Inc.
November 15, 2018
Page 2
Prospectus Summary
Overview, page 1
2.Please revise your disclosure to eliminate any suggestion that your candidates have been
or will ultimately be determined to be safe or effective for purposes of granting marketing
approval by the FDA or comparable agency, including comparisons to currently approved
drugs.  For example, you state that the results of your five clinical trials with DM199 have
shown that "DM199 is safe" and that numerous internal and third party analyses
demonstrate DM199 bioequivalence to Kailikang®. We will not object if you provide
balanced summary of the data and analyses that demonstrate bioequivalence
to Kailikang®.
Implications of Being an Emerging Growth Company, page 7
3.Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
Use of Proceeds, page 45
4.We note that you intend to use the net proceeds from this offering to fund clinical
development of DM199.  Please revise your disclosure to specify the expected stage of
development you expect to achieve with the proceeds of this offering.  In addition, to the
extent the proceeds will not be sufficient to fund development of your product candidates
through regulatory approval and commercialization, please also disclose the sources of
other funds needed to reach regulatory approval and commercialization of your product
candidates.  Refer to Instruction 3 to Item 504 of Regulation S-K.
General
5.Please provide us proofs of all graphics, visual, or photographic information you
will provide in the printed prospectus prior to its use, for example in a preliminary
prospectus.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameRick Pauls
 Comapany NameDiaMedica Therapeutics Inc.
 November 15, 2018 Page 3
 FirstName LastName
Rick Pauls
DiaMedica Therapeutics Inc.
November 15, 2018
Page 3
             You may contact Franklin Wyman at 202-551-3660 or Angela Connell at 202-551-3426
if you have questions regarding comments on the financial statements and related
matters.  Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Amy Culbert - Fox Rothschild LLP

November 2, 2018
Rick Pauls
Chief Executive Officer
DiaMedica Therapeutics Inc.
2 Carlson Parkway, Suite 260
Minneapolis, MN 55447
Re:DiaMedica Therapeutics Inc.
Amendment No. 2 to Draft Registration Statement on Form 10
Submitted October 19, 2018
CIK No. 0001401040
Dear Mr. Pauls:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 our 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 comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form 10 submitted October 19, 2018
Item 1. Business
License Agreement, page 19
1.We note that pursuant to the license and collaboration agreement with Ahon Pharma, you
have the potential to receive high single to low double-digit royalties on net sales of
DM199 in the licensed territories.  Please revise the reference to "low double-digit" to
disclose a royalty within a ten percent range.

 FirstName LastNameRick Pauls
 Comapany NameDiaMedica Therapeutics Inc.
 November 2, 2018 Page 2
 FirstName LastName
Rick Pauls
DiaMedica Therapeutics Inc.
November 2, 2018
Page 2
            You may contact Franklin Wyman at 202-551-3660 or Angela Connell at 202-551-3426
if you have questions regarding comments on the financial statements and related
matters.  Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Amy E. Culbert, Esq.

October 15, 2018
Rick Pauls
Chief Executive Officer
DiaMedica Therapeutics Inc.
2 Carlson Parkway, Suite 260
Minneapolis, MN 55447
Re:DiaMedica Therapeutics Inc.
Amendment No. 1 to Draft Registration Statement on Form 10
Submitted September 17, 2018
CIK No. 0001401040
Dear Mr. Pauls:
            We have reviewed your amended draft registration 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Form 10 submitted September 17, 2018
Item 1. Business
Overview, page 1
1.We note your disclosure on page 24 that you have not yet filed an IND to initiate a clinical
trial for DM199 in the United States.  Please revise the Overview section to disclose this
fact.  In addition, where appropriate, please disclose the locations of your clinical
trials and the foreign jurisdictions from which you have received approval to initiate

 FirstName LastNameRick Pauls
 Comapany NameDiaMedica Therapeutics Inc.
 October 15, 2018 Page 2
 FirstName LastNameRick Pauls
DiaMedica Therapeutics Inc.
October 15, 2018
Page 2
clinical trials.  To the extent you plan to submit DM199 for marketing approval in
Australia, please also revise the Regulatory Approval section to describe the Australian
drug approval process.
Acute Ischemic Stroke, page 3
2.Please explain the basis for your belief that the annual market opportunity for DM199
could be over $20 billion. Your response should include your material assumptions
underlying this prediction.  In addition, please revise your disclosure to clarify whether
you are referring to the market opportunity for DM199 for the treatment of acute ischemic
stroke.
DM199 Clinical Studies, page 11
3.Please revise your disclosure regarding the clinical studies of DM199 you have conducted
to date to provide information, to the extent available, regarding the dosages studied, the
primary and secondary endpoints, any adverse events and any other resulting objective
data.
4.We note your disclosure on page 24 that you have been unable to obtain the complete
study records for the two clinical studies in patients with Type 2 diabetes and that this
may delay your ability to obtain the acceptance of an investigational new drug
application.  Please revise your disclosure to provide additional information about these
studies, including to which indication these studies relate, what phase of development
these clinical studies were intended to be, what the primary and secondary endpoints were
and whether the results are needed to proceed in the development of the drug.
5.Regarding the trial in which secondary efficacy endpoints were not met, please revise to
clarify the basis for your belief that this was the result of serious execution errors by the
contract research organization conducting the trial.
Intellectual Property, page 17
6.We note your disclosure on page 18 that you exclusively license patents from your
manufacturing partner for the production of DM199 or any human KLK1 protein.  Please
disclose the material terms of this license agreement and file it as an exhibit to the
registration statement, or tell us why you do not believe this is required.  See Item
601(b)(10) of Regulation S-K.
Item 2. Financial Information
Commitments and Contingencies, page 50
7.We note that you are party to a research, development and license agreement under which
you are required to make milestone and royalty payments.  Please expand your disclosure
to describe the material terms of this agreement, including the counter-party, the rights
and obligations of each party, the royalty term and term and termination provisions.  In

 FirstName LastNameRick Pauls
 Comapany NameDiaMedica Therapeutics Inc.
 October 15, 2018 Page 3
 FirstName LastName
Rick Pauls
DiaMedica Therapeutics Inc.
October 15, 2018
Page 3
addition, please file the agreement as an exhibit to the registration statement, or tell us
why you do not believe this is required.  See Item 601(b)(10) of Regulation S-K.
Item 8. Legal Proceedings, page 63
8.Please disclose the information required under Regulation S-K Item 103 with respect to
the litigation referenced on page 24, or tell us why you do not believe it is required. We
note your disclosure that failure to obtain the reports from the study that is the subject of
the litigation could result in delay or prevention of clinical development or regulatory
approval of your lead candidate, DM199.
            You may contact Franklin Wyman at 202-551-3660 or Angela Connell at 202-551-3426
if you have questions regarding comments on the financial statements and related
matters.  Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Amy E. Culbert, Esq.

August 31, 2018
Rick Pauls
Chief Executive Officer
DiaMedica Therapeutics Inc.
2 Carlson Parkway, Suite 260
Minneapolis, MN 55447
Re:DiaMedica Therapeutics Inc.
Draft Registration Statement on Form 10-12B
Submitted August 27, 2018
CIK No. 0001401040
Dear Mr. Pauls:
            We have reviewed your draft registration statement and have the following comment.
            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 our 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 comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 10-12B
General
1.In your cover letter, you state that you expect the registration statement, when effective,
will include the unaudited interim financial statements for the period ended June 30, 2018.
As such, it does not appear that you are relying on the accommodation set forth in the
Fixing America's Surface Transportation (FAST) Act to omit this interim financial
information that will not be required to be presented separately at the time of effectiveness
of your Form 10. Therefore, please amend your submission to include your interim June
30, 2018 financial statements as required by Rule 8-08 of Regulation S-X. We will not
perform a detailed examination of the registration statement until you do so.

 FirstName LastNameRick Pauls
 Comapany NameDiaMedica Therapeutics Inc.
 August 31, 2018 Page 2
 FirstName LastName
Rick Pauls
DiaMedica Therapeutics Inc.
August 31, 2018
Page 2
            You may contact Jim Rosenberg if you have questions regarding comments on the
financial statements and related matters.  Please contact Ada D. Sarmento at 202-551-3798 or
Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Amy E. Culbert, Esq.