United States securities and exchange commission logo
December 2, 2021
John G. Grdina
President and Chief Executive Officer
Adamas One Corp.
411 University Ridge, Suite 110
Greenville, South Carolina 29601
Re: Adamas One Corp.
Draft Registration
Statement on Form S-1
Submitted November
5, 2021
CIK No. 0001884072
Dear Mr. Grdina:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted November 5, 2021
General
1. We note the disclosure
concerning the asset purchase from Scio Diamond. Please revise
to clarify how approval
for that purchase occurred, such as through a vote by Scio
Diamond s
stockholders, and when the transaction closed. If approval of that purchase
was obtained by the
solicitation of consents or proxies, as indicated by Scio Diamond s
prior filings, please
provide your analysis as to whether the document used to solicit
included all material
information and any related risks to you if it did not.
John G. Grdina
FirstName LastNameJohn G. Grdina
Adamas One Corp.
Comapany2,
December NameAdamas
2021 One Corp.
December
Page 2 2, 2021 Page 2
FirstName LastName
Prospectus Summary, page 1
2. Please revise the disclosure in the summary to highlight your
disclosure that appears on
page 17 that the report of the independent registered public
accounting firm contains an
explanatory paragraph regarding your ability to continue as a going
concern. Also, revise
the summary to disclose your accumulated deficit.
3. We note the last risk factor on page 35. With a view toward
disclosure, please tell us
whether you will be a controlled company under applicable exchange
rules, and, if so,
whether that status creates material risks.
Our Industry and Competition, page 2
4. Please revise to explain why Scio was unable to commercialize the
technology despite its
expenditures. Please also disclose what you have accomplished to date
and each step you
must take to reach commercialization of your technology to address the
billion dollar
market mentioned in this section and elsewhere in your document. Also,
disclose any
material hurdles before you are able to address the market. If such
information is
appropriate for your prospectus summary, carefully consider the
information that is the
most significant, and briefly highlight that information in the
summary and include more
detailed disclosure elsewhere in your prospectus.
Our Chairman of the Board, President, and Chief Executive Officer, page 18
5. Please clarify how much time Mr. Grdina will devote to your affairs
and how his
participation with other entities could create a conflict of interest.
We may incur impairment charges related to the fair value of our assets, page
24
6. Please expand the disclosure in this risk factor to state the
percentage of goodwill and
other intangible assets compared to your total assets.
The provision of our amended and restated articles of incorporation, page 37
7. We note your disclosure here and page 82 regarding the exclusive forum
provision. Please disclose clearly here and on page 82 whether this
provision applies to
actions arising under the Securities Act or Exchange Act. In that
regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought
to enforce any duty or liability created by the Exchange Act or the
rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal
and state courts over all suits brought to enforce any duty or
liability created by the
Securities Act or the rules and regulations thereunder. If the
provision applies to Securities
Act claims, please also revise your prospectus to state that there is
uncertainty as to
whether a court would enforce such provision and that investors cannot
waive compliance
with the federal securities laws and the rules and regulations
thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange
Act, please also
John G. Grdina
FirstName LastNameJohn G. Grdina
Adamas One Corp.
Comapany2,
December NameAdamas
2021 One Corp.
December
Page 3 2, 2021 Page 3
FirstName LastName
ensure that the exclusive forum provision in the governing documents
states this clearly,
or tell us how you will inform investors in future filings that the
provision does not apply
to any actions arising under the Securities Act or Exchange Act.
Use of Proceeds, page 40
8. Please clarify in this section the extent to which proceeds will be
used for payments to
officers and directors. We note for example your disclosure regarding
salaries in footnote
(4) on page 71 and amounts owed to related parties mentioned on page
F-16. Quantify the
amounts of each individual payment that will be made. Also revise to
more specifically
describe each of the intended uses listed here, such as the planned
expansion of
operations.
Our Technology, page 56
9. With a view toward balanced disclosure as to what your technology has
shown in testing,
tell us whether your testing has revealed any material disadvantages.
Patents, page 60
10. Please disclose the duration of your material patents. Also revise to
explain clearly what
intellectual property claims are covered by the patents.
Management, page 65
11. Please clarify what you mean by your disclosure that the identified
entities are "publicly
traded" companies. In this regard, we note that some of the identified
companies filed
Forms 15 and that the Exchange Act registration of another identified
company has been
revoked. Also, balance your disclosure with information regarding any
material
delinquent filings of the identified companies, and include any
appropriate risk factor.
12. Please tell us how you have determined that the disclosure of your
officers' business
experience is accurate. For example, we note your disclosure that Mr.
Staehr served as
CFO for Mix 1 Life Inc. from 2016 to 2019. However, it appears from
the Form 15 filed
by Mix 1 Life on August 6, 2018 that he was also the CEO of Mix 1
Life. As another
example, we note your disclosure that Mr. Staehr was a co-founder and
CFO of Western
Capital Resources, Inc. from 2008 to 2014. However, it also appears
that in 2013 Mr.
Staehr was appointed as the sole officer and director of Monarchy
Resources and resigned
as the sole officer and director of Monarchy.
Executive Compensation, page 71
13. Please reconcile the disclosure in the table on page 71 regarding the
salary of Mr. Grdina
for the fiscal year ended September 30, 2021 with the disclosure on
page 72 about his
salary. Also tell us where the table includes the housing allowances
referenced in your
disclosure regarding employment agreements.
John G. Grdina
Adamas One Corp.
December 2, 2021
Page 4
Outstanding Equity Awards, page 72
14. Please reconcile your disclosure here with the terms of the employment
agreements and
the table on page 71.
Certain Relationships and Related Party Transactions, page 77
15. Please revise to provide the disclosures required by Item 404(d) of
Regulation S-K for the
full period of time specified in that item and the related instructions.
Ensure your
revisions include all required transactions, including those currently
mentioned in the
notes to your financial statements.
Report of Independent Registered Public Accounting Firm, page F-2
16. Please provide a revised audit report that is signed by your auditors.
See Rule 2-02(a) of
Regulation S-X.
Recent Sales of Unregistered Securities, page II-2
17. Please expand your disclosure in this section to more completely address
the requirements
of Item 701 of Regulation S-K, including disclosure on page II-2 of the
identity of the
"several advisors" to whom the securities were sold during fiscal 2019
and during fiscal
2020 disclosure of the date of sale.
Exhibits and Financial Statement Schedules, page II-4
18. Please file as exhibits the lease agreements and consulting agreement
mentioned on pages
63 and F-15, respectively.
You may contact Charles Eastman, Staff Accountant, at 202-551-3794 or
Andrew Blume,
Senior Accountant, at 202-551-3254 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
FirstName LastNameJohn G. Grdina
Division of
Corporation Finance
Comapany NameAdamas One Corp.
Office of
Manufacturing
December 2, 2021 Page 4
cc: Raymond A. Lee, Esq.
FirstName LastName