April 10, 2019
Peter Wojcik
President, Chief Executive Officer
Pharmagreen Biotech Inc.
2987 Blackbear Court
British Columbia, V4E 3A2, Canada
Re: Pharmagreen Biotech Inc.
Registration Statement on Form S-1
Filed March 20, 2019
File No. 333-230413
Dear Mr. Wojcik:
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.
Form S-1 filed March 20, 2019
General
1. Please provide a legible graphic on page 46 of the registration
statement.
Prospectus Cover Page, page 3
2. We note the statement that you may offer the shares on a "continued or
delayed basis." It
appears that the company is not eligible to offer the shares on a
continuous or delayed
basis under Rule 415(a)(1)(x) of Regulation C as you are not Form S-3
eligible. Please
revise the disclosure in this section and throughout the prospectus or
advise.
3. Please reconcile the statement that the offering price of your
securities will be set forth in
a prospectus supplement with the disclosure in the paragraph immediately
following this
Peter Wojcik
FirstName LastNamePeter Wojcik
Pharmagreen Biotech Inc.
Comapany NamePharmagreen Biotech Inc.
April 10, 2019
April 2 2019 Page 2
Page 10,
FirstName LastName
statement that references the offering price of $2 per share.
Similarly, please revise the
plan of distribution regarding offerings other than at the fixed
price.
4. Please provide the offering price at which the selling shareholders
will sell their shares, as
required by Item 501(b)(3) of Regulation S-K.
5. We note the disclosure in this section and in the plan of distribution
that the company may
add agents, underwriters or dealers through a prospectus supplement.
Please note that the
undertaking in Item 512(a)(1)(iii) of Regulation S-K requires the
company to undertake to
file a post-effective amendment to include any material information
relating to the plan of
distribution not previously disclosed in the registration statement or
any material change
to such information. Please revise the disclosure throughout the
prospectus consistent
with this undertaking.
The Offering, page 8
6. Please reconcile the references to Units in this section with the
prospectus cover page and
elsewhere in the prospectus where you reference offering common stock.
Description of Debt Securities, page 36
7. We note the extensive discussion of debt securities that may be
offered under this
prospectus. Please reconcile with the rest of the prospectus, which
reflects the offering by
the company of common stock.
Description of Business, page 47
8. We note that you have recently received notice that your licensing
application has
advanced from to the second stage of a three stage process. Please
discuss the second and
third stage process, including the anticipated costs and timing.
Market for Common Equity and Related Stockholder Matters, page 56
9. We note that your stock is quoted on the OTC Pink. Please provide the
information
required by Item 201(a)(1)(iii) of Regulation S-K.
Executive Compensation and Corporate Governance, page 62
10. Please revise the narrative to the summary compensation table to
discuss how
compensation is determined and how it was determined that Dr. Afreen
received no
compensation for the fiscal year 2018. See Item 402(o) of Regulation
S-K.
Transactions with Related Persons, Promoters and Certain Control Persons, page
66
11. For the debt transactions discussed in this section, please provide
the information required
by Item 404(a)(5) of Regulation S-K, including the largest aggregate
amount of principal
outstanding during the period for which disclosure is provided and the
amount of principal
Peter Wojcik
FirstName LastNamePeter Wojcik
Pharmagreen Biotech Inc.
Comapany NamePharmagreen Biotech Inc.
April 10, 2019
Page 10,
April 3 2019 Page 3
FirstName LastName
paid during the periods for which disclosure is provided. Please also
clarify whether these
are convertible notes, as discussed on page 57. If so, discuss the
beneficial conversion
feature.
Important Information Incorporated by Reference, page 69
12. Please remove this section, as the company is not eligible to
incorporate by reference as
set forth in General Instruction VII to Form S-1 because it is not a
reporting company.
Recent Sales of Unregistered Securities, page II-2
13. Given the disclosure beginning on page 3 regarding acquisition of
shares by the selling
shareholders and the acquisition in April 2018 of WFS Pharmagreen,
please explain how
there have been no sales of unregistered securities within the past
three years.
Outside Back Cover Page, page F-36
14. Please provide the dealer prospectus delivery obligation, as required
by Item 502(b) of
Regulation S-K.
Signatures, page II-4
15. Please have the registration statement signed by the principal
financial officer, the
controller or principal accounting officer, and the majority of the
board of directors. See
Instructions to Signatures of Form S-1.
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.
Peter Wojcik
Pharmagreen Biotech Inc.
April 10, 2019
Page 4
You may contact Aamira Chaudhry at 202-551-3389 or Lyn Shenk at
202-551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) Alper at 202-551-3329 or Pam Howell at 202-551-3357 with
any other
questions.
Sincerely,
FirstName LastNamePeter Wojcik
Division of
Corporation Finance
Comapany NamePharmagreen Biotech Inc.
Office of
Transportation and Leisure
April 10, 2019 Page 4
cc: Peter Wojcik
FirstName LastName