November 5, 2018
Nicholas DeVito
Chief Executive Officer
Marizyme, Inc.
2295 Towne Lake Parkway
Suite 116-290
Woodstock, GA 30189
Re: Marizyme, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed October 23, 2018
File No. 000-53223
Dear Mr. DeVito:
We have reviewed your filing 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 these comments 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
comments apply 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 these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G filed October 23, 2018
Business
Overview
Historical Development, page 3
1. We note your response to our prior comment 1 and reissue in part. Please
disclose here in
what European countries you conducted the MB101 product candidate trials
and disclose
the current status of the trials. In addition, disclose that you have not
conducted any trials
in the United States.
Nicholas DeVito
FirstName LastNameNicholas DeVito
Marizyme, Inc.
Comapany 5, 2018
November NameMarizyme, Inc.
November 5, 2018 Page 2
Page 2
FirstName LastName
Results of Operations
Operating Expenses, page 36
2. Refer to your response to comment 9 and your revised disclosures. Your
explanation on
page 36 under Operating Expenses describes a decrease whereas
operating expenses
increased. Please revise the disclosure to break out the change in
operating expenses by
the nature of the expense, such as selling, general and
administrative, separately. Please
include quantification of the change in each factor. Please also
revise your explanation for
the change in Net Other Income/Expense to separately describe the
nature of the Other
Income and Other Expenses incurred during the six months ended June
30, 2017.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates
Recent Accounting Pronouncements, page 42
3. Refer to your response to comment 10 and your revised disclosures. You
have disclosed
that you have irrevocably elected not to avail yourself of the
exemption from delaying the
adoption of new or revised accounting standards and that you will be
subject to the same
new or revised accounting standards as other public companies that are
not emerging
growth companies. Therefore, please explain why your disclosure
indicates that you did
not adopt ASC 606 on January 1, 2018.
Statements of Cash Flows, page F-6
4. Refer to your response to comment 17 and your revisions to the
statement of cash flows.
Please clarify why you did not correct the same line items in the
Unaudited Statements of
Cash Flows on page F-17.
5. Refer to your response to comment 18. Please explain why the 10-K/A
discloses net cash
used by investing activities related to Investments and Subsidiaries
in 2016 of
$(1,181,455), whereas the Form 10 discloses no activity from investing
activities. In
addition, please explain why the 2016 Related Party Transaction amount
of $(745,125)
does not agree to the amount in the 10-K/A of $475,949. We continue to
believe you
should amend the Form 10-K/A so that the subtotals of cash used
in/provided by
operating, investing and financing activities are correct.
Note 8. Assets and Liabilities Held for Sale, page F-12
6. With regard to your response to comment 20, since GBS Software AG's
(GROUP) stock
trades on the Frankfurt Exchange it is not clear why possible
impairment at June 30, 2018
or earlier would not be assessed by using the fair value of the shares
owned. Please advise
or revise as necessary. Refer to ASC 360-10-40-4, 323-10-35-32 and
320-10-35-1. In
addition, please reconcile your statement on page 7 that you own
1,198,324 shares of
GROUP Common Stock with the disclosures on page F-14 demonstrating
your ownership
of 49%.
Nicholas DeVito
Marizyme, Inc.
November 5, 2018
Page 3
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.
You may contact Vanessa Robertson at (202) 551-3649 or Lisa Vanjoske at
(202) 551-
3614 if you have questions regarding comments on the financial statements and
related matters.
Please contact Tonya K. Aldave at (202) 551-3601 or J. Nolan McWilliams at
(202) 551-3217
with any other questions.
Sincerely,
FirstName LastNameNicholas DeVito
Division of
Corporation Finance
Comapany NameMarizyme, Inc.
Office of Healthcare
& Insurance
November 5, 2018 Page 3
cc: Paul C. Levites, Esq.
FirstName LastName