November 9, 2022
VIA EDGAR AND EMAIL
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Margaret Schwartz Joe McCann Christie Wong Mary Mast |
| Re: | Clearmind Medicine Inc. Amendment No. 7 to Registration Statement on Form F-1 Filed November 4, 2022 File No. 333-265900 |
Dear Ms. Schwartz:
On behalf of Clearmind Medicine Inc. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated November 8, 2022, relating to the above referenced Amendment No. 7 to Registration Statement on Form F-1 (File No. 333-265900) filed by the Company on November 2, 2022.
Concurrent with the submission of this letter, the Company is filing via EDGAR Amendment No. 8 to the F-1 (“Amendment No. 8”), which reflects the Company’s responses to the comments received by the Staff and certain updated information.
For ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein but not defined herein have the meanings given to such terms in Registration Statement.
Amendment No. 7 to Form F-1 filed on November 4, 2022
Cover page
| 1. | Please revise to clarify whether your offering is contingent upon final approval of your NASDAQ listing. Please ensure the disclosure is consistent with your underwriting agreement. |
Response: In response to the Staff’s comment the Company has revised its disclosure on the cover page to further clarify that it is a condition to the closing of the offering that the Company’s common shares shall have been approved for listing on The Nasdaq Capital Market, which is consistent with the underwriting agreement.
Risk Factors, page 13
| 2. | We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock. |
Response: In response to the Staff’s comment the Company has added the additional risk factor disclosure on page 7 and page 63.
Dilution, page 73
| 3. | Please revise to exclude intangible assets from your historical and adjusted net tangible book value and per share information. |
Response: In response to the Staff’s comment the Company has revised its disclosures on page 73 and page 74.
Please contact me at (212) 801-9221 if you have any questions or require any additional information in connection with this letter or the Company’s submission of its draft Registration Statement on Form F-1.
| Sincerely, | |
| /s/ David Huberman | |
| cc: Adi-Zuloff Shani, Chief Executive Officer |