United States securities and exchange commission logo
August 6, 2020
Ernesto W. Letiziano
President and Director
Signet International Holdings, Inc.
205 Worth Avenue, Suite
Palm Beach, FL 33480
Re: Signet
International Holdings, Inc.
Registration
Statement on Form 10
Filed July 14, 2020
File No. 000-51185
Dear Mr. Letiziano:
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.
Registration Statement on Form 10
Business, page 1
1. Please revise to
clarify the options agreements appear to grant you the right to negotiate a
licensing agreement for
the underlying technologies, but it does not appear the
Universities are
obligated to consummate a licensing agreement with you. Further, please
clarify that the option
agreements do not set forth any terms that would eventually be
negotiated in a future
licensing agreement, such as royalty percentages, minimum
royalties, duration, or
funding requirements. Also, please disclose the amount of
consideration you paid
for each option agreement.
2. You disclose on page 1
that, with respect to the two options that have expired, you have
been verbally advised
that you maintain the right to extend the options. On page 2, you
disclose that you renew
expiring options for no consideration. We are unable to find any
provisions in any of
the option agreements that permit renewals or extensions, except
Ernesto W. Letiziano
Signet International Holdings, Inc.
August 6, 2020
Page 2
when the option is exercised and there is a period in which to
negotiate a license. Please
advise.
Battery Technology, page 3
3. Disclose whether you intend to exercise the option or enter into a new
option agreement.
Graphene, page 4
4. You disclose that the six month option agreement for the graphene
technology expired.
As the option would have expired in May 2019, explain how the option
expired as "a
result of COVID-19 delays" and what you mean by your statement that
"we are in
continued negotiations with the university." If you have no rights to
the graphene
technology, clarify why and how you are "developing applications for a
unique de-icing
application of graphene for use in the airline industry." Also explain
your reference to an
agreement between Signet Graphene Technologies, Inc. and Florida
International
University s Department of Mechanical and Materials Engineering to
develop and market
the new product. File any such agreement as an exhibit.
Plan of Operations, page 6
5. In this section you refer to your intellectual property, your
technologies and your
products. Please clarify that you do not own or have rights to any
intellectual property or
technologies and you have no products. Rather, you only have the right
under limited
term option agreements with certain universities to negotiate
licensing agreements for the
underlying technologies, which the universities are not obligated to
do.
Description of Registrant's Securities To Be Registered, page 15
6. We are unable to locate the designation of the Series A Super
Preferred Stock in your
certificate of incorporation filed as Exhibits 3.1 and 3.3. Please
advise.
Recent Sale of Unregistered Securities, page 15
7. Please provide the disclosure required by Item 701 of Regulation S-K
regarding the sales
of unregistered securities for the past three years. If you provided
the information
elsewhere, you may cross-reference to that disclosure if it contains
all the disclosure
required by Item 701 of Regulation S-K.
Exhibits
8. We note that you filed your option agreements, Exhibits 10.1 to 10.7, in
an improper
FirstName LastNameErnesto W. Letiziano
electronic format. Please refile these agreements in a proper electronic
format (i.e. ASCII,
Comapany
HTML,NameSignet International
etc.) where Holdings,
the characters are in aInc.
searchable format. Please
refer to Items 102
Augustand 301 of
6, 2020 Regulation
Page 2 S-T and the EDGAR Filer Manual for further
guidance.
FirstName LastName
Ernesto W. Letiziano
FirstName LastNameErnesto
Holdings,W. Letiziano
Signet International Inc.
Comapany
August NameSignet International Holdings, Inc.
6, 2020
August
Page 3 6, 2020 Page 3
FirstName LastName
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 Laura Veator, Senior Staff Accountant, at (202) 551-3716
or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney at (202) 551-3297 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: William Robinson Eilers, Esq.