United States securities and exchange commission logo
July 15, 2021
Rahul Kushwah
Chief Operating Officer
Predictmedix Inc.
77 King Street W.
Suite 3000
Toronto, ON M5K 1G8
Re: Predictmedix Inc.
Registration
Statement on Form 20FR12G
Filed June 17, 2021
File No. 000-56295
Dear Dr. Kushwah:
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 20FR12G filed June 17, 2021
Item 3. Key Information
D. Risk Factors, page 8
1. You disclose on the
cover page that you are an emerging growth company. Please disclose
whether you have
elected to opt in to the extended transition period under the JOBS Act
for complying with new
or revised accounting standards. If so, please include a risk factor
disclosing the risks
resulting from this election, including that your financial statements
may not be comparable
to companies that comply with public company effective dates.
2. Please revise your risk
factors to include additional risks specific to the company. In
particular, consider
adding risk factors related to the company s foreign private issuer
status, cybersecurity
risks, and competition for infection screening products. Expand your
Rahul Kushwah
FirstName LastNameRahul Kushwah
Predictmedix Inc.
Comapany
July NamePredictmedix Inc.
15, 2021
July 15,
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FirstName LastName
risk factor regarding intellectual property to discuss the impact on
the company should
your officers who assigned the patents leave the company. Finally,
discuss whether any
regulatory approvals are required for any of your products.
Infectious Disease Screening, page 12
3. You state that your technology identifies individuals exhibiting
symptoms associated with
infectious diseases. Please describe whether your screening products
screen for
asymptomatic COVID-19; if not, consider addressing any risks arising
from your product
not identifying such infections.
Item 4. Information on the Company
B. Business Overview, page 12
4. Please describe your current business, including any current
revenue-generating activities,
customers and their geographic location, the status of development
efforts for, anticipated
timeframe for completion of, material costs associated with your
planned products and
services, and a description of the sources and availability of the
materials used to create
the hardware for your screening products. Please clarify which
products and services are
currently operational and which are future plans. In addition, if
relevant, please describe
the material effects of government regulations on your business. Refer
to Item 4.B of
Form 20-F.
Mental Health Screening, page 13
5. Please describe how your technology is expected to assist with
"diagnosis and
management of mental health disorders."
Remote Patient Monitoring and Treatment, page 13
6. Please describe what the "points that may be redeemed by the patient"
may be redeemed
for and what rewards care providers may obtain.
Significant Business Developments During the Year ended January 31, 2021
Other Developments, page 15
7. Please describe the nature of your business relationships with the
companies you have
listed in this section. Disclose the material terms of any agreements
that you have with
these companies.
A. Operating Results, page 17
8. It appears from your disclosures that you have determined the Company
has adequate
technical, financial and other resources to complete the development
of
the MobileWellbing (MWB) and Infectious Disease Symptom Screening
Solutions
(IDSS) technologies. Please discuss your plans to develop the MWB and
IDSS
technologies and product lines in accordance with Instruction 1 to
Item 5 of Form 20-F.
Rahul Kushwah
Predictmedix Inc.
July 15, 2021
Page 3
Address and quantify the capital resource requirements you have
determined are necessary
to bring these technologies to completion. Identify and quantify those
available capital
resources you plan to rely upon to complete the development of these
technologies.
Explain how and when you expect to generate MWB and IDSS revenues.
Address any
known uncertainties related to your recovery of your investments in
the technologies.
9. We note that your results of operations does not fully address
material changes in your
line items for the comparative periods. Please include a quantitative
and qualitative
description of the reasons and factors underlying material changes,
including where
material changes within a line item offset one another. In addition,
you should remove
vague terms such as "primarily" in favor of specific quantifications.
Item 6. Directors, Senior Management and Employees
A. Directors and senior management, page 22
10. Please disclose the positions Messrs. Kales, Kushwah, and Malhotra
currently hold at
other companies, including the companies owned and controlled by such
individuals. In
this regard, we note that Sheldon Kales owns and controls Greenacres
Medical Corp. and
Rahul Kushwah owns and controls 2499597 Ontario Inc. Disclose the
number of hours
that each officer intends to devote to the business of the company and
include a risk factor
discussing any potential conflicts of interest resulting from business
activities outside of
the company.
E. Share Ownership, page 31
11. Please disclose the options granted to the individuals listed in this
section. Refer to Item
6.E.1 of Form 20-F.
Item 10. Additional Information
B. Memorandum and Articles of Association, page 38
12. Please disclose what action is necessary to change the rights of
shareholders, as required
by Item 10.B.4 of Form 20-F.
Financial Statements
Independent Auditors' Report, page F-3
13. Please have your auditor revise both audit reports to include a
statement that the audit was
conducted "in accordance with the standards of the Public Company
Accounting
Oversight Board (United States)."
FirstName LastNameRahul Kushwah
14. Please have your auditor revise their reports to explicitly state that
the financial statements
Comapany NamePredictmedix
are presented Inc. with International Financial Reporting
Standards (IFRS) "as
in accordance
July 15,issued
2021 by the3IASB".
Page
FirstName LastName
Rahul Kushwah
FirstName LastNameRahul Kushwah
Predictmedix Inc.
Comapany
July NamePredictmedix Inc.
15, 2021
July 15,
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Consolidated Statements of Loss and Comprehensive Loss, page F-41
15. Please revise all prior period financial statements to account for the
disposition of Cultivar
JA in accordance with paragraph 34 of IFRS 5.
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 Joseph Kempf, Senior Staff Accountant, at (202)
551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Anna
Abramson, Staff
Attorney, at (202) 551-4969 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Jonathan Gardner