United States securities and exchange commission logo
October 21, 2021
Zhi Yang
Chief Executive Officer
Plasma Innovative Inc.
523 School House Rd.
Kennett Square, PA 19348
Re: Plasma Innovative
Inc.
Registration
Statement on Form S-1
Filed September 24,
2021
File No. 333-259772
Dear Mr. Yang:
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.
Registration Statement on Form S-1 filed September 24, 2021
Cover Page
1. Please state clearly
whether there is an existing market for your securities, as required
by Item 501(b)(4) of
Regulation S-K. With reference to your disclosure on pages 7 and
12, if you anticipate
applying for quotation of your common stock on the OTC-QB
market, please disclose
this on the cover page. If the distribution is not conditioned on
your stock becoming
quoted, please revise the cover page to so state and include
appropriate Risk Factor
disclosure.
Zhi Yang
FirstName LastNameZhi
Plasma Innovative Inc. Yang
Comapany
October 21,NamePlasma
2021 Innovative Inc.
October
Page 2 21, 2021 Page 2
FirstName LastName
Prospectus Summary
Company Overview, page 3
2. The disclosure in the summary should be a balanced presentation of
your business. Please
balance your prospectus summary by including disclosure regarding your
limited
operating history, your history of net losses and the auditor's
explanatory paragraph
regarding your ability to continue as a going concern.
3. We note your disclosure that you "intend to use [y]our proprietary,
cold plasma
technology to treat crops and plant seeds for agriculture." Please
expand your disclosure
here to briefly explain how your technology works and what type of
treatment it will
apply to crops and plant seeds.
4. At this time, you must make your choice whether to opt out of the
extended transition
period for complying with new or revised accounting standards pursuant
to Section 107(b)
of the Jobs Act. Please revise your disclosure on pages 3 and 9 to
disclose your election
under Section 107(b) of the Jobs Act:
If you have elected to opt out of the extended transition
period for complying with
new or revised accounting standards pursuant to Section 107(b) of
the Jobs Act,
include a statement that the election is irrevocable; or
If you have elected to use the extended transition period for
complying with new or
revised accounting standards under Section 107(b) of the Jobs
Act, expand your risk
factor on page 9 to explain that, as a result of this election,
your financial statements
may not be comparable to companies that comply with public
company effective
dates. Include a similar statement in your critical accounting
policy disclosures in
your MD&A.
Risk Factors, page 4
5. We note your disclosure on page 16 that as part of your growth
strategy you will contact
agriculture departments at major universities "with the hopes of
establishing collaborative
testing of [y]our technology" and creating "favorable arrangements
with these agriculture
departments [that] will lead to introductions to major farmers,
nurseries and greenhouses
in the area or state." Please expand your risk factors to discuss the
risk that you may not
be successful in establishing these collaborations and the impact that
may have on your
testing and commercialization strategy.
6. We note your disclosure on page 17 that as part of your growth cycle,
"[you] expect to
process a small quantity of seeds of various crops and plant per users
and then have the
user plant and cultivate the seeds in a comparative setting against
their conventional or
control methods." Furthermore, "[you] expect the grow cycle to occur
at the user's
location" and "will require all test participants to provide [you]
with a range of data points
during certain times during the grow cycle." Please expand your risk
factors to discuss any
risks associated with this planned testing approach that will rely on
farmers, nurseries and
Zhi Yang
FirstName LastNameZhi
Plasma Innovative Inc. Yang
Comapany
October 21,NamePlasma
2021 Innovative Inc.
October
Page 3 21, 2021 Page 3
FirstName LastName
greenhouses to plant the seeds, grow the plants as well as monitor and
report data points.
Description of Business, page 14
7. Please expand your disclosure in the description of your business to
discuss your sources
and the availability of raw materials and include the names of any
principal suppliers, or
revise your disclosure as appropriate. Refer to Item 101(h)(4)(v) of
Regulation S-K.
Description of Our Technology, page 15
8. We note your disclosure here that your process can "affect seeds at
the molecular level"
and that the "radio-frequency lighting creates a photochemical
reaction of seeds on the
molecular level." Please expand your discussion to explain what it
means that the seeds
are affected at the molecular level and clarify whether the seeds are
being modified
through this process.
Employees, page 18
9. We note your disclosure here that your "[m]anagement does not plan to
hire additional
employees at this time." We also note, however, your disclosure on
page 19 that within
the coming 3 to 12 months, you plan to hire an intern familiar with
cold plasma as well as
hire a bookkeeper for your operations. Please revise your disclosure,
as appropriate, to
address these conflicting statements and to clarify whether you have
plans to hire
additional employees.
Our Intellectual Property, page 18
10. We note your disclosure on pages 14 and 25 that "[you] intend to file
patents with the
USPTO for [your] technologies by December 2021/January 2022." Please
revise your
discussion here to disclose for each material patent application the
specific technology to
which such patent applications relate, the type of patent protection,
the anticipated
expiration dates, and applicable material jurisdictions, including any
foreign jurisdiction.
Regulatory Matters, page 18
11. Please tell us the basis for your statement in this section that you
"do not anticipate having
to expend significant resources to comply with any governmental
regulations," including
whether your expectation addresses governmental regulations at the
local, state and
federal relevant to running your business. In this regard, ensure that
you include in this
section the disclosure required by Item 101(h)(4)(viii) and (ix) of
Regulation S-K,
including the need for any government approval (local, state or
federal) for any of your
planned products or services, and include in the Risk Factors section
material risks
concerning governmental regulations applicable to your business.
12. Please disclose the estimated costs and effects of compliance with
environmental laws.
Please see Item 101(h)(4)(xi) of Regulation S-K.
Zhi Yang
Plasma Innovative Inc.
October 21, 2021
Page 4
Certain Relationships and Related Transactions, page 25
13. We note your disclosure on page 19 that "the Company's Chairman and
founder has
agreed to loan the Company such funds so as to accomplish [the Company's]
Plan of
Operations" and that "[t]he loan arrangement will terminate June 30, 2022
and interest on
any loan will accrue at 3% per annum." Please revise your disclosure on
page 19 and
here to discuss the material terms of this arrangement, including the
amount of funds to be
made available. Refer to Item 404 of Regulation S-K.
Statement of Operations, page F-3
14. Please remove the line items for Revenue, Cost of Goods Sold and Gross
Profit as they all
have a zero balance.
Note 3. Summary of Significant Accounting Policies
Recent Accounting Pronouncements, page F-8
15. Please explain what you mean by the phrase "other than those relating to
development
stage entities as discussed above" as development stage entities are no
longer defined in
the Master Glossary of the Accounting Standards Codification.
General
16. Please revise to include the dealer prospectus delivery obligation on the
outside back
cover page of the prospectus. See Item 502(b) of Regulation S-K.
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.
You may contact Eric Atallah at (202) 551-3663 or Vanessa Robertson at
(202) 551-3649
if you have questions regarding comments on the financial statements and
related
matters. Please contact Jessica Ansart at (202) 551-4511 or Tim Buchmiller at
(202) 551-3635
with any other questions.
Sincerely,
FirstName LastNameZhi Yang
Comapany NamePlasma Innovative Inc. Division of
Corporation Finance
October 21, 2021 Page 4 Office of Life
Sciences
cc:
FirstName Daniel H. Luciano, Esq,
LastName