United States securities and exchange commission logo
August 20, 2021
Rahul Kushwah
Chief Operating Officer
Predictmedix Inc.
77 King Street W.
Suite 3000
Toronto, ON M5K 1G8
Re: Predictmedix Inc.
Amendment No. 1 to
Registration Statement on Form 20FR12G
Filed August 9,
2021
File No. 000-56295
Dear Dr. Kushwah:
We have reviewed your amended 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 to these comments, we may have
additional
comments. Unless otherwise noted, where prior comments are referred to
they refer to our
letter dated July 15, 2021.
Amended Registration Statement of Form 20-FR12G filed on August 9, 2021
Item 3. Key Information
D. Risk Factors, page 9
1. In your response to
prior comment 2, you included a risk factor titled "We are exposed to
cybersecurity incidents
resulting from deliberate attacks or unintentional events." Please
include this risk
factor in your filing.
While we believe our infectious disease screening technology is
unique..., page 11
2. Please clarify whether
you currently have competitors for your infectious disease
screening technology.
In that regard, we note your disclosure that "one or more potential
competitors may
emerge," indicating you do not have competitors, but also that
Rahul Kushwah
FirstName LastNameRahul Kushwah
Predictmedix Inc.
Comapany
August 20, NamePredictmedix
2021 Inc.
August
Page 2 20, 2021 Page 2
FirstName LastName
"[c]ompetition continues to intensify," indicating that you do have
competitors.
Item 4. Information on the Company
B. Business Overview, page 14
3. Please refer to prior comment 4 and provide disclosure regarding the
current status for
your Cannabis and/or Alcohol Impairment and Mental Health Screening
technologies.
Specifically address 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.
Mental Health Screening, page 16
4. We note your response to prior comment 5. Please further explain what
early signs of
mental illness your technology will detect.
Significant Business Developments During the Year ended January 31, 2021
Other Developments, page 18
5. We note your revised disclosure that you have not entered into any
material contracts or
agreements with the companies listed in this section. Given that you
do not currently have
any relationship with these companies, a discussion of the companies
appears
inappropriate. Please revise.
A - Operating Results, page 21
6. We note the revised disclosure provided in response to comment 8.
Please also discuss
your plans to develop the IDSS technologies and product lines. 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 IDSS revenues. Also, address any known
uncertainties
related to the recovery of your investments in this product and
service line.
7. In regard to the disclosure concerning the Mobile Wellbeing (MWB)
technologies
provided in response to comment 8, please describe your plans to
develop
your MWB technologies and product lines in accordance with Item 5 of
Form 20-F.
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 revenues. Also address
any known
uncertainties related to the recovery of your investment in this
product and service line.
Rahul Kushwah
FirstName LastNameRahul Kushwah
Predictmedix Inc.
Comapany
August 20, NamePredictmedix
2021 Inc.
August
Page 3 20, 2021 Page 3
FirstName LastName
Item 6. Directors, Senior Management and Employees
A. Directors and senior management, page 27
8. Please refer to prior comment 10 and provide disclosure regarding the
percentage of time
or hours per week Mr. Kales and Mr. Kushwah anticipate spending on
your business.
E. Share ownership, page 37
9. We note your response to prior comment 11. Please include the number
of options in each
individual's total shares beneficially owned, use that total to
calculate the percentage of
outstanding shares beneficially owned by each individual, and include
in a footnote the
number of options held by each individual.
Financial Statements
8. Intangible Assets, page F-23
10. Please tell us how you determined that your MWB and IDSS intangible
assets are
recoverable. Explain how and when you expect these technologies to
generate sufficient
revenues and margins to justify their current carrying values. Tell us
how you plan to
complete the development of these technologies. Describe and quantify
for us the
technical, manpower and financial resources you have determined will
be required.
Identify and quantify those available capital resources you plan to
rely upon to complete
development and marketing of those technologies. Finally, tell us why
impairment
charges are unnecessary.
Consolidated Statements of Loss and Comprehensive Loss, page F-41
11. We note your response to comment 15. We also note under Item 18, on
pages F-40
through F-65, you provided financial statements for the comparative
years January 31,
2020 and January 31, 2019 and a discussion of comparative results of
operations on page
25. Please either remove these financial statements and related
disclosures or revise all
prior period financial statements to account for the disposition of
Cultivar JA
in accordance with paragraph 34 of IFRS 5.
12. We note your response to comments 13 - 15. Please remove the report of
Buckley Dodds
LLP along with the financial statements for the years ended January
31, 2020 and 2019, or
revise it as previously requested to include a statement that the
audit was conducted "in
accordance with the standards of the Public Company Accounting
Oversight Board" and
explicitly state that the financial statements are presented in
accordance with International
Financial Reporting Standards (IFRS) "as issued by the IASB".
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
Rahul Kushwah
Predictmedix Inc.
August 20, 2021
Page 4
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) 551-4959 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameRahul Kushwah
Division of
Corporation Finance
Comapany NamePredictmedix Inc.
Office of Technology
August 20, 2021 Page 4
cc: Jonathan Gardner
FirstName LastName