December 28, 2021
Ms. Laura Crotty
Mr. Dillon Hagius
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NW
Washington, DC 20549
| Re: | Electromedical Technologies, Inc. |
| Registration Statement on Form S-1 Filed December 21, 2021 | |
| File No. 333-261802 | |
| Your Correspondence dated December 28, 2021 |
Dear Ms. Crotty and Mr. Hagius:
The following responses are submitted to the Commission’s December 28, 2021 comments concerning our Form S-1 filing.
Registration Statement on Form S-1
Cover Page
1. As you are not eligible to incorporate your future filings by reference because you are a penny stock, please remove the statement that your subsequently filed periodic and current reports are incorporated by reference into the prospectus. See General Instruction VII.D to Form S-1.
Response: The Company will amend its registration statement to remove statements that it will incorporate by reference subsequently filed periodic and current reports
2. Please confirm that you have executed a binding purchase agreement with White Lion LLC and revise the filing accordingly. While you disclose on this page and throughout the filing that the Purchase Notices with White Lion LLC will be "irrevocable," it is not clear if the underlying agreement is executed and binding.
Response: The Company will amend its registration statement to include a disclosure that its common stock purchase agreement and registration rights agreement with White Lion are executed and binding.
Exhibit Index, page 120
3. The majority of the hyperlinked exhibits starting at exhibit 10.5 do not appear to correctly track the exhibits listed in the exhibit index. Please revise. Most critically, please ensure that you have properly
16561 N. 92nd St · Suite D101 · Scottsdale, AZ 85260 · Voice: (888)-880-7888 · Fax: 480-452-1518
December 28, 2021
Ms. Laura Crotty
Mr. Dillon Hagius
Page 2 of 2
filed the Common Stock Purchase and Registration Rights Agreements with White Lion Capital LLC as exhibits. These Agreements are currently listed as having been filed as exhibits 10.21 and 10.22, but the hyperlinks do not correspond to these exhibits, nor does it appear that that you filed the Agreements elsewhere.
Response: The Company will amend its registration statement to correct any hyperlinks to exhibits. The Company previously filed the common stock purchase agreement and registration rights agreement with White Lion as exhibits to its Form 10-Q for the quarter ended September 30, 2021. The Company will re-submit each as exhibits to its amended filing.
Very truly yours,
| By: | /s/ Matthew Wolfson | |
| Chief Executive Officer | ||
| Chief Financial Officer | ||
16561 N. 92nd St · Suite D101 · Scottsdale, AZ 85260 · Voice: (888)-880-7888 · Fax: 480-452-1518