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Global Innovative Platforms Inc.
Response Received
3 company response(s)
High - file number match
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Company responded
2025-04-03
Global Innovative Platforms Inc.
References: March 10, 2025
↓
Company responded
2025-04-30
Global Innovative Platforms Inc.
References: April 18, 2025
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Global Innovative Platforms Inc.
Response Received
1 company response(s)
Medium - date proximity
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Company responded
2025-05-12
Global Innovative Platforms Inc.
References: May 8, 2025
Global Innovative Platforms Inc.
Awaiting Response
0 company response(s)
High
Global Innovative Platforms Inc.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-02-12
Global Innovative Platforms Inc.
Summary
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Global Innovative Platforms Inc.
Response Received
1 company response(s)
High - file number match
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Company responded
2021-01-28
Global Innovative Platforms Inc.
References: January 22, 2021
Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-13 | Company Response | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| 2025-05-12 | Company Response | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| 2025-05-08 | SEC Comment Letter | Global Innovative Platforms Inc. | DE | 024-12570 | Read Filing View |
| 2025-04-30 | Company Response | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| 2025-04-18 | SEC Comment Letter | Global Innovative Platforms Inc. | DE | 024-12570 | Read Filing View |
| 2025-04-03 | Company Response | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| 2025-03-10 | SEC Comment Letter | Global Innovative Platforms Inc. | DE | 024-12570 | Read Filing View |
| 2021-02-12 | SEC Comment Letter | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| 2021-01-28 | Company Response | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| 2021-01-22 | SEC Comment Letter | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-08 | SEC Comment Letter | Global Innovative Platforms Inc. | DE | 024-12570 | Read Filing View |
| 2025-04-18 | SEC Comment Letter | Global Innovative Platforms Inc. | DE | 024-12570 | Read Filing View |
| 2025-03-10 | SEC Comment Letter | Global Innovative Platforms Inc. | DE | 024-12570 | Read Filing View |
| 2021-02-12 | SEC Comment Letter | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| 2021-01-22 | SEC Comment Letter | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-13 | Company Response | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| 2025-05-12 | Company Response | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| 2025-04-30 | Company Response | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| 2025-04-03 | Company Response | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
| 2021-01-28 | Company Response | Global Innovative Platforms Inc. | DE | N/A | Read Filing View |
2025-05-13 - CORRESP - Global Innovative Platforms Inc.
CORRESP 1 filename1.htm GLOBAL INNOVATIVE PLATFORMS INC. 149 James Place Orlando, Florida 32751 (321) 230-3739 May 13, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Global Innovative Platforms Inc. Form 1-A Offering Statement File No. 024-12570 Request for Acceleration of Qualification Ladies and Gentlemen: Pursuant to Rule 252(g) of Regulation A under the Securities Act of 1933, as amended, Global Innovative Platforms Inc. (the "Company") hereby respectfully requests that the Securities and Exchange Commission (the "Commission") accelerate the qualification of the Company's Offering Statement on Form 1-A (File No. 024-12570), including all amendments and exhibits thereto (the "Offering Statement"), to be effective as of May 14, 2025, at 2:00 p.m. Eastern Time, or as soon thereafter as practicable. The Company acknowledges that: ● Should the Commission or the staff, acting pursuant to delegated authority, declare the Offering Statement qualified, it does not foreclose the Commission from taking any action with respect to the Offering Statement; ● The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Offering Statement qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Offering Statement; and ● The Company may not assert staff comments or the declaration of qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Thank you for your attention to this matter. Sincerely, Global Innovative Platforms Inc. /s/Andrew Brown Andrew Brown, CEO
2025-05-12 - CORRESP - Global Innovative Platforms Inc.
CORRESP 1 filename1.htm GLOBAL INNOVATIVE PLATFORMS INC. 149 James Place Maitland, Florida 32751 321-230-3739 May 12, 2025 Via Edgar Mr. Robert Augustin United State Securities and Exchange Commission Washington, D.C. 20549 Re: Global Innovative Platforms Inc. Amendment No. 3 to Offering Circular on Form 1-A Filed April 30, 2025 File No. 024- 12570 Dear Mr. Augustin: The following responses address the comments of the staff (the "Staff") of the Securities and Exchange Commission as set forth in its letter dated May 8, 2025 (the "Comment Letter") relating to the Amendment No. 2 to the Offering Circular on Form 1-A filed April 30, 2025 (the "Offering Circular") of Global Innovate Platforms Inc. (the "Company"). For the Staff's convenience, the Staff's comments have been stated below in their entirety followed by the corresponding responses from the Company. Amendment No. 2 to Offering Circular on Form 1-A Intellectual Property, page 37 1. We note your disclosure on page 37 that "[a]ll patents are 20-year utility patents that were awarded in the year indicated..." We also note your disclosure that various patents were issued during the years 1999 through 2004, thus having expired. Please revise to clarify which patents have expired in your table on page 37 or remove them from the table. If material, please revise to disclose what effect you expect the expiration of these patents to have on your patent portfolio and your business and if you intend to take any action to mitigate such effect, or advise. Additionally, to the extent your disclosure regarding your proprietary technologies was based on these expired patents please revise such disclosure. Finally, please add risk factor disclosure concerning your reliance on the Defiant Technologies Inc. License Agreement and May 8, 2025 Page 2 any risks associated with your patent portfolio and any technology that is not patented. Response In response to the Staff's comment, we have revised the Offering Circular to indicate which patents are expired. Please note that there is no material impact due to the content underlying those patents having become obsolete. Regardless, we have also revised to include revised risk factors concerning our reliance on the Defiant Technologies Inc. License Agreement and any risks associated with your patent portfolio and any technology that is not patented. Defiant Technologies (the licensor) decided not to apply for new patents because they preferred not to disclose the new technology that replaced the expired patents. The revised disclosure can be found on pages 7 and 37 of the amended Offering Circular. ********************** Please do not hesitate to contact company counsel, Stephen Fleming, at 516-902-6567 if you have any questions or comments. Thank you. Sincerely, /s/Andrew Brown Andrew Brown, CEO cc: Stephen M. Fleming, Esq.
2025-05-08 - UPLOAD - Global Innovative Platforms Inc. File: 024-12570
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 8, 2025 Andrew Brown Chief Executive Officer Global Innovative Platforms Inc. 149 James Place Orlando, FL 32751 Re: Global Innovative Platforms Inc. Amendment No. 2 to Offering Circular on Form 1-A Filed April 30, 2025 File No. 024-12570 Dear Andrew Brown: We have reviewed your amended offering statement and have the following comment(s). Please respond to this letter by amending your offering statement and providing the requested information. 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 any amendment to your offering statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 18, 2025 letter. Amendment No. 2 to Offering Circular on Form 1-A Intellectual Property, page 37 1. We note your disclosure on page 37 that "[a]ll patents are 20-year utility patents that were awarded in the year indicated..." We also note your disclosure that various patents were issued during the years 1999 through 2004, thus having expired. Please revise to clarify which patents have expired in your table on page 37 or remove them from the table. If material, please revise to disclose what effect you expect the expiration of these patents to have on your patent portfolio and your business and if you intend to take any action to mitigate such effect, or advise. Additionally, to the extent your disclosure regarding your proprietary technologies was based on these expired patents please revise such disclosure. Finally, please add risk factor disclosure concerning your reliance on the Defiant Technologies Inc. License Agreement and May 8, 2025 Page 2 any risks associated with your patent portfolio and any technology that is not patented. Please contact Robert Augustin at 202-551-8483 or Margaret Sawicki at 202-551- 7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Stephen M. Fleming </TEXT> </DOCUMENT>
2025-04-30 - CORRESP - Global Innovative Platforms Inc.
CORRESP 1 filename1.htm GLOBAL INNOVATIVE PLATFORMS INC. 149 James Place Maitland, Florida 32751 321-230-3739 April 29, 2025 Via Edgar Mr. Robert Augustin United State Securities and Exchange Commission Washington, D.C. 20549 Re: Global Innovative Platforms Inc. Amendment No. 1 to Offering Circular on Form 1-A Filed April 4, 2025 File No. 024-12570 Dear Mr. Augustin: The following responses address the comments of the staff (the "Staff") of the Securities and Exchange Commission as set forth in its letter dated April 18, 2025 (the "Comment Letter") relating to the Amendment No. 1 to the Offering Circular on Form 1-A filed April 4, 2025 (the "Offering Circular") of Global Innovate Platforms Inc. (the "Company"). For the Staff's convenience, the Staff's comments have been stated below in their entirety followed by the corresponding responses from the Company. Amendment No. 1 to Offering Statement on Form 1-A Plan of Distribution, page 16 1. We note your response to prior comment 6 and your disclosure that "[w]e expect the initial closing to occur within 90 days from the qualification of this offering by the SEC, provided the minimum offering amount is achieved." Revise to reconcile with your cover page disclosure that "[t]his offering is being conducted on a best-efforts basis, which means that there is no minimum number of Offered Shares that must be sold by us for this offering to close . . . ." To the extent you continue to expect the initial closing to take place up to 90 days after qualification, please revise to explain why you expect to need such time period to complete an initial closing. Response In response to the Staff's comment, we have revised the Offering Circular to remove the statement on page 17 that "[w]e expect the initial closing to occur within 90 days from the qualification of this offering by the SEC, provided the minimum offering amount is achieved." This change ensures consistency across the document and eliminate any implication of a minimum offering amount or a specific closing timeline. The revised disclosure can be found on page 17 of the amended Offering Circular. Overview, page 25 2. We note the graphic added to page 28. Please revise to describe what this graphic depicts, whether it relates to your proof-of-concept study or the study conducted in October of 2024, and whether these are different studies. To the extent they are different studies, please also revise to provide more detail concerning your proof-of concept study. Response We have revised the disclosure to describe what the graphic depicts and that it was from the Development Study in October of 2024. We have clarified the names of our studies throughout and labeled them appropriately. Business Heartworm Breath Test, page 30 3. We note your response to prior comment 12 and your disclosure on page 31: "The Breath Capture Device has been proven to adequately provide the appropriate amount of breath for a sample to be appropriately analyzed by the VOCAM Plus and the FROG." Please revise to provide support for your statement that the Breath Capture Device is "proven." If the support is your October 2024 study with eight samples then please revise to note the limited sample size. Response In response to the Staff's comment, we have revised the disclosure on page 31 of the Offering Circular to remove the statement that the Breath Capture Device is "proven" and instead clarify that the device has demonstrated functionality in preliminary testing. Specifically, we have noted that our Development Study, conducted in October 2024 with a limited sample size of eight canine breath samples, showed that the Breath Capture Device can collect sufficient breath for analysis by the VOCAM Plus and FROG systems. To provide additional context, we have included a reference to the established use of Gas Chromatography-photoionization detectors in published studies of exhaled breath. We have also added a cautionary statement acknowledging the preliminary nature of our study due to the small sample size and the need for further validation. These revisions can be found in the "Business" section on page 31 of the amended Offering Circular. Business Our Competitive Strengths, page 32 4. We note your revised disclosure that "[you] will be researching the ability to identify potentially toxic environmental conditions for a multitude of animals." Please revise your disclosure to discuss the timeline to begin research and the conditions and animals you plan to study, if known. Response We have revised the disclosure to indicate that we do not have plans to pursue any other application than disease through breath at this time. We clarified the rights we have been granted through our licensing agreement and what we have plans to actually pursue with pertinent time frames. Intellectual Property, page 37 5. We note your revised disclosure in response to our prior comment 8 and reissue it in part. Please revise your disclosure to provide the expiration dates and type of patent protection for each patent listed. We note certain patents include method or process descriptions. Response In response to the Staff's comment, we have revised the disclosure in the "Intellectual Property" section on page 37 of the Offering Circular to provide that the patents are twenty year patents expiring twenty years after issuance. For clarity, we have also confirmed that all listed patents are utility patents under U.S. patent law. * ********************* Please do not hesitate to contact company counsel, Stephen Fleming, at 516-902-6567 if you have any questions or comments. Thank you. Sincerely, /s/Andrew Brown Andrew Brown, CEO cc: Stephen M. Fleming, Esq.
2025-04-18 - UPLOAD - Global Innovative Platforms Inc. File: 024-12570
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 18, 2025 Andrew Brown Chief Executive Officer Global Innovative Platforms Inc. 149 James Place Orlando, FL 32751 Re: Global Innovative Platforms Inc. Amendment No. 1 to Offering Circular on Form 1-A Filed April 4, 2025 File No. 024-12570 Dear Andrew Brown: We have reviewed your amended offering statement and have the following comment(s). Please respond to this letter by amending your offering statement and providing the requested information. 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 any amendment to your offering statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 10, 2025 letter. Amendment No. 1 to Offering Statement on Form 1-A Plan of Distribution, page 16 1. We note your response to prior comment 6 and your disclosure that "[w]e expect the initial closing to occur within 90 days from the qualification of this offering by the SEC, provided the minimum offering amount is achieved." Revise to reconcile with your cover page disclosure that "[t]his offering is being conducted on a best-efforts basis, which means that there is no minimum number of Offered Shares that must be sold by us for this offering to close . . . ." To the extent you continue to expect the initial closing to take place up to 90 days after qualification, please revise to explain why you expect to need such time period to complete an initial closing. April 18, 2025 Page 2 Overview, page 25 2. We note the graphic added to page 28. Please revise to describe what this graphic depicts, whether it relates to your proof-of-concept study or the study conducted in October of 2024, and whether these are different studies. To the extent they are different studies, please also revise to provide more detail concerning your proof-of- concept study. Business Heartworm Breath Test, page 30 3. We note your response to prior comment 12 and your disclosure on page 31: "The Breath Capture Device has been proven to adequately provide the appropriate amount of breath for a sample to be appropriately analyzed by the VOCAM Plus and the FROG." Please revise to provide support for your statement that the Breath Capture Device is "proven." If the support is your October 2024 study with eight samples then please revise to note the limited sample size. Business Our Competitive Strengths, page 32 4. We note your revised disclosure that "[you] will be researching the ability to identify potentially toxic environmental conditions for a multitude of animals." Please revise your disclosure to discuss the timeline to begin research and the conditions and animals you plan to study, if known. Intellectual Property, page 37 5. We note your revised disclosure in response to our prior comment 8 and reissue it in part. Please revise your disclosure to provide the expiration dates and type of patent protection for each patent listed. We note certain patents include method or process descriptions. Please contact Robert Augustin at 202-551-8483 or Margaret Sawicki at 202-551- 7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Stephen M. Fleming </TEXT> </DOCUMENT>
2025-04-03 - CORRESP - Global Innovative Platforms Inc.
CORRESP 1 filename1.htm GLOBAL INNOVATIVE PLATFORMS INC. 149 James Place Maitland, Florida 32751 321-230-3739 April 3, 2025 Via Edgar Mr. Robert Augustin United State Securities and Exchange Commission Washington, D.C. 20549 Re: Global Innovative Platforms Inc. Offering Circular on Form 1-A Filed February 12, 2025 File No. 024- 12570 Dear Mr. Augustin: The following responses address the comments of the staff (the "Staff") of the Securities and Exchange Commission as set forth in its letter dated March 10, 2025 (the "Comment Letter") relating to the Offering Circular on Form 1-A filed February 12, 2025 (the "Offering Circular") of Global Innovate Platforms Inc. (the "Company"). For the Staff's convenience, the Staff's comments have been stated below in their entirety followed by the corresponding responses from the Company. Form 1-A, filed February 12, 2025 Cover Page 1. We note that you plan to offer and sell shares of common stock "at a fixed price of $0.50 per share (the price to be fixed by a post-qualification supplement)." It is unclear to us how your proposed offering price will be set "at a fixed price" given the language that you will fix the price by a post-qualification supplement. We also note your statement in Part I, where you selected the checkbox "yes" for the question "[d]oes the issuer intend to price this offering after qualification pursuant to Rule 253(b)?" Please revise your disclosure to clearly include either a fixed price or, pursuant to Rule 253(b)(2) of Regulation A, a bona fide price range within which you presently plan to offer and sell securities. Response We have revised the Offering Circular to indicate that the Company will be selling securities at a fixed price including removing the language stating that the price will be set pursuant to a post-qualification supplement. Further, we have revised Part I to check the box "no" with respect to the above referenced item. 2. We note that your Selling Stockholders will offer their shares simultaneously with the Company's offering. We also note that you "intend to sell the Company Offered Shares in this offering through the efforts of [y]our Chief Executive Officer" who is also a Selling Stockholder. Please address the following: · explain how it will be determined whether the sale is for the benefit of the Company or for the account of the Selling Stockholders, · explain how investors will know if they are purchasing shares from you or the Selling Stockholders, and · revise the Use of Proceeds section and the Dilution section to show the effect of the primary and the secondary offerings. Response Please note that we have removed the selling stockholder component from the Offering Circular. 3. We note that your offering statement contemplates 8,292,277 shares to be offered by the Selling Stockholders and 1,400,000 shares to be offered by the Company. Please revise the resale portion to comply with Rule 251(a)(3) of Regulation A, which restricts the selling securityholder component of a Company's initial offering and any subsequent offering in the following 12 months to 30% of the aggregate offering price. We also note that your CEO is a Selling Stockholder yet in Part I you selected the checkbox "no" for the question "[d]oes the proposed offering involve the resale of securities by affiliates of the issuer?" Please revise or advise. Response Please note that we have removed the selling stockholder component from the Offering Circular. Risk Factors, page 4 4. We note your statement on page 4: "The business plan and operations of the Company have been delayed over the course of the fiscal year ended September 30, 2024 and we expect further delays in implementing our plan for when we will further our operations." Please revise to describe the cause for the delay in your business plan and operations and the cause of the anticipated future delays. Response We have revised the disclosure to explain that the delays were the result of the death of a critical consultant who was replaced. Further, we have revised to disclose that any future delays could be caused by a number of factors, including, but not limited, to lake of access to capital. Plan of Distribution, page 16 5. We note your statement on page 16: "Further, our Board of Directors has determined that, in our company's sole discretion, we may issue Offered Shares in this offering for non-cash consideration, including, without limitation, promissory notes, services and/or other consideration without notice to subscribers in this offering; provided, however, that any Offered Shares issued in this manner shall be issued at the fixed price $0.50 per Offered Share." Please revise to disclose all forms of non-cash consideration you intend to accept. Please also substantially revise your offering document, including the Cover Page, Summary and Use of Proceeds sections, which all assume the offering will be made for cash only, to discuss the non-cash consideration in more detail and to address how issuing some or all shares for non- cash consideration would impact your offering. Finally, revise your risk factors to address the potential consequences to the Company if a substantial amount of shares is sold for non-cash consideration. Please note that pursuant to Rule 253(b)(1) of Regulation A, if you include a price range instead of a fixed price, the securities must be offered for cash. Response We have revised the Plan of Distribution to remove the disclosure providing that the Company may take non-cash consideration. 6. We note your disclosure regarding your Procedures for Subscribing and that your subscription agreement gives the Company unlimited discretion to accept or reject subscriptions. Please provide expanded disclosure regarding your subscription and closing process, including when the initial closing will occur, how you will inform investors of the closings, and whether you may terminate the offering without ever having a closing. Please also provide disclosure regarding the details of your process for accepting or rejecting subscriptions, including how soon after receipt of a subscription you will accept or reject such subscription, what factors will go into deciding whether to accept or reject a subscription, and the process for returning proceeds to investors for subscriptions that are rejected. Response We have revised the Plan of Distribution to provide the requested expanded disclosure. Background, page 25 7. Please also provide support for the following statement on page 25: "Our team has proven credentials in the relevant spaces of commercializing animal healthcare, product development and operations from areas ranging from genetic testing technologies, electronics, computer chip marketing, telecommunications and data, electronics equipment sales and manufacturing, and food and beverage, among other skills. Several of the thirty plus product launches in our management's history were highly novel, and 3 of those products became industry leaders." Response We have revised the Offering Circular to discuss the credentials of management and the advisory board to support the above referenced statement. Business Overview of Business over the Last Five Years, page 25 8. We note your disclosure that on "[o]n August 18, 2023, the Company entered into a Patent and Know-How License Agreement (the "License Agreement") with Defiant Technologies Inc." Please expand your disclosure to discuss the material terms of such agreement, including without limitation, (i) each party's rights and obligations, (ii) the aggregate amounts due under the agreement (we note that Defiant, at its discretion, may require a $225,000 lump sum payment within 45 days of the effective date) (iii) the aggregate amounts paid to date (we note the initial payment of $50,000), (iv) the term of the agreement, (v) the royalty term and royalty rate or range, (vi) the termination provisions and (vii) the aggregate future potential milestone payments to be paid, as applicable. Please revise to file the agreement pursuant to Item 17(6) of Part III of Form 1-A. Additionally, we note your statement on page 39: "We do not have any intellectual property at this time." Please revise to include a discussion of your licensed intellectual property, including from Defiant, which discussion should note, for each material patent, (i) the specific products, product groups and technologies to which such patents relate, (ii) whether the patents are owned or licensed, (iii) the type of patent protection, (iv) the patent expiration dates and (v) the jurisdiction. Response We have revised the disclosure on page 25 to provide a more exhaustive description of the License Agreement. We have added the License Agreement as Exhibit 6.1 to the Offering Circular. We have revised the section titled "Business Overview/Intellectual Property" to include a discussion of the licensed intellectual property with Defiant, noting each patent and its involvement with each (i) the specific products, product groups and technologies to which such patents relate, (ii) whether the patents are owned or licensed, (iii) the type of patent protection, (iv) the patent expiration dates and (v) the jurisdiction. Overview, page 27 9. We note your statement that "[o]ver the next several months [you] have verification and validation studies planned for the components and the Heartworm Breath Test." Please revise to describe your plans and anticipated timeline for this and any other devices. Response We have revised th Overview section to further describe the testing of the heartworm test including timeline. 10. We note your disclosure on page 30 that "[you] were able to identify with a small sample size to identify a breath print for the presence of heartworm in dogs without any false positives." Please revise your disclosure to provide the material facts and findings of each trial you have conducted for any of your devices or their components. For example, revise to clarify the scope, size and design of each trial (including who conducted and sponsored the trial), whether the studies were powered to show statistical significance, the primary endpoints and whether any adverse events were observed in the studies, as applicable, and discuss the findings and the significance of the results. Please also revise the graphics on page 30 so that they are legible. Response We revised page 30 to include a discussion of the small sample size. 11. We note statements like the following on page 27: "Applications range from disease and treatment effectiveness to potentially toxic environmental and food conditions" and "[w]e believe the technology can also be used to identify toxic food conditions." Please revise to clarify, if true, that your future planned applications with respect to food testing are limited to testing for mold on agriculture feed. Response We have revised throughout to provide that we have no planned applications with respect to food testing presently. Heartworm Breath Test, page 32 12. We note your statement on page 32: "Our Heartworm Breath Test, including our Breath Collection Kit, is currently under development. The VOCAM Plus is already in production and has been tested successfully. The A.I. software is complete and commercially available." Please revise to clarify what you mean by your statement that the VOCAM Plus is "in production" when your test is not yet commercialized. Please also revise to clarify what you mean when you state that your A.I. software is "complete" and the meaning of "commercially available." We note the device itself is not commercialized, and it appears the A.I. will process information from the device, which will only become available once your device is in use. Please revise to describe whether this means customers can purchase your A.I. software separately and the purpose of this software for their use. Response We have revised page 32 to further clarify that each component that makes up our VOCAM Plus is functional. 13. We note your statement on page 33, that you intend to allow your cloud-based technology "to integrate with other popular platforms." You also state that "[t]he VOCAM Plus and FROG have the ability to connect to a smart device." Please revise to further describe these platforms and how the VOCAM Plus and FROG connect to a smart device. We have revised to provide that the technology may be connected using Bluetooth or 5G technology. Compliance with Government Regulation, page 34 14. We note your statement that you "are not aware of any pending or probable regulations that would have an impact upon [y]our operations." We also note your statement on page 46: "We do not expect to generate revenue from any product candidates that we develop until we obtain regulatory approval for one or more of such product candidates." Please revise to include a description of existing governmental regulations applicable to your business, including the effects of the Food and Drug Administration regulations on your business, such as any requirement for FDA approval of your products, including the Breath Collection Device mentioned on page 32. We also note your statement on page 43 that you intend to seek and obtain approvals by trade associations. Please describe these trade associations and their requirements. Response We have revised throughout to provide that there are no FDA regulations that regulate the use of the product. We have also revised to more specifically discuss American Heartworm Society and their potential for issuance of guidelines at their Triennial Symposium. Our Competitive Strengths, page 34 15. We note that one of your competitive strengths is that you are more cost effective than alternatives. Please revise to provide support for this statement or characterize it as management's belief. Response We have revised to provide an analysis of our competitive strength and also characterized the statement as our belief. Exhibits 16. Please revise the legal opinion filed as Exhibit 12.1 to cover the resale shares. Response As we have removed the selling stockholder component from the Offering Circulate, there is no need to revise Exhibit 12.1. ********************** Please do not hesitate to contact company counsel, Stephen Fleming, at 516-902-6567 if you have any questions or comments. Thank you. Sincerely, /s/Andrew Brown Andrew Brown, CEO cc: Stephen M. Fleming, Esq.
2025-03-10 - UPLOAD - Global Innovative Platforms Inc. File: 024-12570
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 10, 2025 Andrew Brown Chief Executive Officer Global Innovative Platforms Inc. 149 James Place Orlando, FL 32751 Re: Global Innovative Platforms Inc. Offering Circular on Form 1-A Filed February 12, 2025 File No. 024-12570 Dear Andrew Brown: We have reviewed your offering statement and have the following comment(s). Please respond to this letter by amending your offering statement and providing the requested information. 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 any amendment to your offering statement and the information you provide in response to this letter, we may have additional comments. Form 1-A, filed February 12, 2025 Cover Page 1. We note that you plan to offer and sell shares of common stock "at a fixed price of $0.50 per share (the price to be fixed by a post-qualification supplement)." It is unclear to us how your proposed offering price will be set "at a fixed price" given the language that you will fix the price by a post-qualification supplement. We also note your statement in Part I, where you selected the checkbox "yes" for the question "[d]oes the issuer intend to price this offering after qualification pursuant to Rule 253(b)?" Please revise your disclosure to clearly include either a fixed price or, pursuant to Rule 253(b)(2) of Regulation A, a bona fide price range within which you presently plan to offer and sell securities. 2. We note that your Selling Stockholders will offer their shares simultaneously with the Company's offering. We also note that you "intend to sell the Company Offered Shares in this offering through the efforts of [y]our Chief Executive Officer" who is also a Selling Stockholder. Please address the following: explain how it will be determined whether the sale is for the benefit of the March 10, 2025 Page 2 Company or for the account of the Selling Stockholders, explain how investors will know if they are purchasing shares from you or the Selling Stockholders, and revise the Use of Proceeds section and the Dilution section to show the effect of the primary and the secondary offerings. 3. We note that your offering statement contemplates 8,292,277 shares to be offered by the Selling Stockholders and 1,400,000 shares to be offered by the Company. Please revise the resale portion to comply with Rule 251(a)(3) of Regulation A, which restricts the selling securityholder component of a Company's initial offering and any subsequent offering in the following 12 months to 30% of the aggregate offering price. We also note that your CEO is a Selling Stockholder yet in Part I you selected the checkbox "no" for the question "[d]oes the proposed offering involve the resale of securities by affiliates of the issuer?" Please revise or advise. Risk Factors, page 4 4. We note your statement on page 4: "The business plan and operations of the Company have been delayed over the course of the fiscal year ended September 30, 2024 and we expect further delays in implementing our plan for when we will further our operations." Please revise to describe the cause for the delay in your business plan and operations and the cause of the anticipated future delays. Plan of Distribution, page 16 5. We note your statement on page 16: "Further, our Board of Directors has determined that, in our company s sole discretion, we may issue Offered Shares in this offering for non-cash consideration, including, without limitation, promissory notes, services and/or other consideration without notice to subscribers in this offering; provided, however, that any Offered Shares issued in this manner shall be issued at the fixed price $0.50 per Offered Share." Please revise to disclose all forms of non-cash consideration you intend to accept. Please also substantially revise your offering document, including the Cover Page, Summary and Use of Proceeds sections, which all assume the offering will be made for cash only, to discuss the non-cash consideration in more detail and to address how issuing some or all shares for non- cash consideration would impact your offering. Finally, revise your risk factors to address the potential consequences to the Company if a substantial amount of shares is sold for non-cash consideration. Please note that pursuant to Rule 253(b)(1) of Regulation A, if you include a price range instead of a fixed price, the securities must be offered for cash. 6. We note your disclosure regarding your Procedures for Subscribing and that your subscription agreement gives the Company unlimited discretion to accept or reject subscriptions. Please provide expanded disclosure regarding your subscription and closing process, including when the initial closing will occur, how you will inform investors of the closings, and whether you may terminate the offering without ever having a closing. Please also provide disclosure regarding the details of your process for accepting or rejecting subscriptions, including how soon after receipt of a subscription you will accept or reject such subscription, what factors will go into March 10, 2025 Page 3 deciding whether to accept or reject a subscription, and the process for returning proceeds to investors for subscriptions that are rejected. Background, page 25 7. Please also provide support for the following statement on page 25: "Our team has proven credentials in the relevant spaces of commercializing animal healthcare, product development and operations from areas ranging from genetic testing technologies, electronics, computer chip marketing, telecommunications and data, electronics equipment sales and manufacturing, and food and beverage, among other skills. Several of the thirty plus product launches in our management s history were highly novel, and 3 of those products became industry leaders." Business Overview of Business over the Last Five Years, page 25 8. We note your disclosure that on "[o]n August 18, 2023, the Company entered into a Patent and Know-How License Agreement (the "License Agreement") with Defiant Technologies Inc." Please expand your disclosure to discuss the material terms of such agreement, including without limitation, (i) each party's rights and obligations, (ii) the aggregate amounts due under the agreement (we note that Defiant, at its discretion, may require a $225,000 lump sum payment within 45 days of the effective date) (iii) the aggregate amounts paid to date (we note the initial payment of $50,000), (iv) the term of the agreement, (v) the royalty term and royalty rate or range, (vi) the termination provisions and (vii) the aggregate future potential milestone payments to be paid, as applicable. Please revise to file the agreement pursuant to Item 17(6) of Part III of Form 1-A. Additionally, we note your statement on page 39: "We do not have any intellectual property at this time." Please revise to include a discussion of your licensed intellectual property, including from Defiant, which discussion should note, for each material patent, (i) the specific products, product groups and technologies to which such patents relate, (ii) whether the patents are owned or licensed, (iii) the type of patent protection, (iv) the patent expiration dates and (v) the jurisdiction. Overview, page 27 9. We note your statement that "[o]ver the next several months [you] have verification and validation studies planned for the components and the Heartworm Breath Test." Please revise to describe your plans and anticipated timeline for this and any other devices. 10. We note your disclosure on page 30 that "[you] were able to identify with a small sample size to identify a breath print for the presence of heartworm in dogs without any false positives." Please revise your disclosure to provide the material facts and findings of each trial you have conducted for any of your devices or their components. For example, revise to clarify the scope, size and design of each trial (including who conducted and sponsored the trial), whether the studies were powered to show statistical significance, the primary endpoints and whether any adverse events were observed in the studies, as applicable, and discuss the findings and the significance of the results. Please also revise the graphics on page 30 so that they are legible. March 10, 2025 Page 4 11. We note statements like the following on page 27: "Applications range from disease and treatment effectiveness to potentially toxic environmental and food conditions" and "[w]e believe the technology can also be used to identify toxic food conditions." Please revise to clarify, if true, that your future planned applications with respect to food testing are limited to testing for mold on agriculture feed. Heartworm Breath Test, page 32 12. We note your statement on page 32: "Our Heartworm Breath Test, including our Breath Collection Kit, is currently under development. The VOCAM Plus is already in production and has been tested successfully. The A.I. software is complete and commercially available." Please revise to clarify what you mean by your statement that the VOCAM Plus is "in production" when your test is not yet commercialized. Please also revise to clarify what you mean when you state that your A.I. software is "complete" and the meaning of "commercially available." We note the device itself is not commercialized, and it appears the A.I. will process information from the device, which will only become available once your device is in use. Please revise to describe whether this means customers can purchase your A.I. software separately and the purpose of this software for their use. 13. We note your statement on page 33, that you intend to allow your cloud-based technology "to integrate with other popular platforms." You also state that "[t]he VOCAM Plus and FROG have the ability to connect to a smart device." Please revise to further describe these platforms and how the VOCAM Plus and FROG connect to a smart device. Compliance with Government Regulation, page 34 14. We note your statement that you "are not aware of any pending or probable regulations that would have an impact upon [y]our operations." We also note your statement on page 46: "We do not expect to generate revenue from any product candidates that we develop until we obtain regulatory approval for one or more of such product candidates." Please revise to include a description of existing governmental regulations applicable to your business, including the effects of the Food and Drug Administration regulations on your business, such as any requirement for FDA approval of your products, including the Breath Collection Device mentioned on page 32. We also note your statement on page 43 that you intend to seek and obtain approvals by trade associations. Please describe these trade associations and their requirements. Our Competitive Strengths, page 34 15. We note that one of your competitive strengths is that you are more cost effective than alternatives. Please revise to provide support for this statement or characterize it as management's belief. Exhibits 16. Please revise the legal opinion filed as Exhibit 12.1 to cover the resale shares. March 10, 2025 Page 5 We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. 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. We also remind you that, following qualification of your Form 1-A, Rule 257 of Regulation A requires you to file periodic and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the report. Please contact Robert Augustin at 202-551-8483 or Margaret Sawicki at 202-551- 7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Stephen M. Fleming </TEXT> </DOCUMENT>
2021-02-12 - UPLOAD - Global Innovative Platforms Inc.
United States securities and exchange commission logo
February 12, 2021
David Cutler
Chief Executive Officer
Canning Street Corp
PO Box 140271
Lakewood, Colorado, 80214
Re:Canning Street Corp
Form 10-12G/A filed January 28, 2021
File No. 000-56235
Dear Mr. Cutler :
We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
2021-01-28 - CORRESP - Global Innovative Platforms Inc.
CORRESP 1 filename1.htm Michael A. Littman Attorney at Law PO Box 1839 Arvada, CO 80001 (720) 530-6184 malattyco@aol.com January 28, 2021 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction Washington, D. C. 20549 Re: Canning Street Corp. Form 10-12G Filed December 29, 2020 File No. 000-56235 Dear Commission, In response to the Commission’s letter dated January 22, 2021 in the matter referenced above, an amended Form 10 has been filed on the EDGAR system. Below please find the following answers addressed in the amendment: Form 10-12G filed December 29, 2020 Report of Independent Registered Public Accounting Firm, page F-31. We note your disclosure on page 30 that your independent auditor was appointed on December 30, 2020. However, we note that the audit report is signed by your independent auditor on December 28, 2020. Please clarify and/or revise this apparent discrepancy. ANSWER: Please note that five dates have been changed in the amendment. First, under Item 13, page 30, September 15, 2018 to September 15, 2020 (Inception), secondly, under Item 14, page 30, December 30, 2020 to December 10, 2020 to address your comment above, thirdly, the Statement of Cash Flow, page F-7, the date in the header of the table has been changed from September 30, 2020 (Inception) to September 15, 2020 (Inception), and lastly, under Note 7. Income Taxes, page F-13, both header dates in each of the tables. We hope this amendment meets with your satisfaction. Sincerely, /s/ Michael A. Littman Michael A. Littman Attorney at Law
2021-01-22 - UPLOAD - Global Innovative Platforms Inc.
United States securities and exchange commission logo
January 22, 2021
David Cutler
Chief Executive Officer
Canning Street Corp
PO Box 140271
Lakewood, Colorado, 80214
Re:Canning Street Corp
Form 10-12G filed December 29, 2020
File No. 000-56235
Dear Mr. Cutler :
We have reviewed your filing and have the following comment.
Please respond to our comment 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 and any amendment you may file in response to our
comment, we may have additional comments.
Form 10-12G filed December 29, 2020
Report of Independent Registered Public Accounting Firm, page F-3
1.We note your disclosure on page 30 that your independent auditor was appointed on
December 30, 2020. However, we note that the audit report is signed by your independent
auditor on December 28, 2020. Please clarify and/or revise this apparent discrepancy.
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.
FirstName LastNameDavid Cutler
Comapany NameCanning Street Corp
January 22, 2021 Page 2
FirstName LastName
David Cutler
Canning Street Corp
January 22, 2021
Page 2
You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters. Please
contact Todd Schiffman at 202-551-3491 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction