United States securities and exchange commission logo
January 31, 2022
Harrysen Mittler
Chief Executive Officer
Wearable Health Solutions, Inc.
2300 Yonge St., Suite 1600
Toronto, Ontario M4P 1E4
Canada
Re: Wearable Health
Solutions, Inc.
Amendment No 1 to
Registration Statement on Form 10-12G
Filed January 19,
2022
File No. 000-56368
Dear Mr. Mittler:
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 to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G
General
1. We note disclosure on
page 44 that indicates you may be a shell company as that term is
defined in Securities
Act Rule 405 of Regulation C. Please revise your description of
business to prominently
disclose that you are a shell company and add a risk factor that
highlights the
consequences of shell company status or otherwise provide us with a
detailed legal analysis
explaining why you are not a shell company.
Description of Business, page 1
2. Please replace the
statement that you are "a publicly listed company" with a statement to
the effect that there
is no established public trading market for your common stock.
Please also revise your
disclosure, here or in the market information section, to specify
that your stock is
quoted on the Pink OTC Market. Refer to Item 201 of Regulation S-K.
Harrysen Mittler
Wearable Health Solutions, Inc.
January 31, 2022
Page 2
3. We note the statement that you are "a leader in the rapidly growing
medical alarm device
and eHealth sector." Please revise your disclosure to clarify the
basis for this leadership
claim. Please also revise the statement that you provide products and
services "to dealers
and distributors throughout the globe," or disclose additional
information regarding your
current international operations as support.
4. Please balance your disclosure by revising to address your history of
operating losses,
your significant indebtedness, and management's conclusion that there
is substantial doubt
about your ability to continue as a going concern.
5. Please revise your disclosure throughout this section to update the
status and/or clarify the
meaning of statements such as the following:
"The voice activation feature will be implemented at an
estimated cost of $36,000
and has an approximate integration timeframe of two months,
excluding certification
time;"
"WHSI is considering several wearable technology offerings
partners to produce and
implement body-mounted sensors;"
"We have potentially over 2000 customers to be activated before
year s end;"
"[T]he Company is in the process of divesting itself of the
BOAPIN.com asset and
related business components;" and
"With the introduction of the new and improved iHelp+ 3G
unit, the iHelp will
no longer be produced."
In addition, please describe your acquisition and expected operations
of mHealth.com,
referenced on page F-35.
6. Please revise your disclosure to describe what the graphic on page 4
represents. In
addition to identifying and describing the device(s) depicted, please
clarify whether this
represents a product you currently produce and market, or is a
prototype.
7. Please disclose the mobile networks on which the iHelp+ 3G operates
and on which the
iHelp MAX will operate. In this regard, we note a reference to the
"iHelp Max 4G" on
page 10.
8. We note you expect to launch the iHelp MAX in the "beginning of 2022."
Please revise
your disclosure to describe your expected steps and anticipated
obstacles to launch,
including any regulatory requirements or certifications. Please also
clarify whether the
FirstName LastNameHarrysen Mittler
iHelp MAX will be launched with the telehealth ready, remote patient
monitoring, and
Comapany NameWearable
medication reminderHealth Solutions,
functions Inc.on page 7. If these
additional features will be
described
Januaryadded later,Page
31, 2022 please
2 describe your expected timetable for their
implementation.
FirstName LastName
Harrysen Mittler
FirstName LastNameHarrysen
Wearable Health Solutions, Inc.Mittler
Comapany
January 31,NameWearable
2022 Health Solutions, Inc.
January
Page 3 31, 2022 Page 3
FirstName LastName
9. We note your projection of 2022 revenues. Please revise to describe
the material
assumptions upon which your projections are based and the potential
risks to investors.
Competition, page 9
10. Please revise your disclosure to more fully describe competitive
business conditions and
your competitive position, with respect to each of your product lines
(i.e., the traditional
MediPendant and mobile iHelp devices). See Item 101(h)(4)(iv) of
Regulation S-K.
Update industry-related information throughout this section as
appropriate. In this
regard, we note for example such statements as "60% of all medical
alarms . . . are first-
generation technologies that require the user to speak and listen
through a central base
station unit" and "much of the technology within the industry has
remained stagnant."
Intellectual Property, page 11
11. We note your statement that "We may rely on a combination of patent,
trademark,
copyright, and trade secret laws in the United States." Please revise
to briefly describe
your patents and the other instruments described in Item
101(h)(4)(vii) of Regulation S-K,
including duration. Please also ensure conformity with the statement
that "[O]ur patent
portfolio is current non-existent, as we are just embarking on the
phases of MediPendant."
Regulation, page 11
12. Please describe the need for any government approval of your products
and services, and
the effect of existing or probable governmental regulations on your
business, including
environmental compliance. See Items 101(h)(4)(viii), (ix), and (xi) of
Regulation S-K.
Risk Factors, page 12
13. Please revise the disclosure throughout your risk factors section to
relate specifically to
your business, current and planned, and the risks associated
therewith. Remove or revise
disclosure that is unrelated to your business. In this regard, we note
references to
Enterprise Transactional Solutions, other software developers,
intimate apparel,
transaction processing systems, network hardware and software, and
cannabis-related
business, among others. Clarify how the U.S. Foreign Corrupt Practices
Act and anti-
money laundering regulation cited in your disclosure apply to your
operations, through
BOAPIN or otherwise.
14. Please revise to include a separate risk factor describing your
capital structure, including
the different authorized classes and series of stock. Explain the
conversion rights, and
potential dilutive effect to existing holders of common stock. Also
explain the nature of
the disparate voting rights, including the number of votes per share
to which each class
and series is entitled and the resulting percentage of voting power.
Disclose the ongoing
and increasing dilution that is a result of the monthly awards of
common stock pursuant to
the compensation agreements with your Chief Executive Officer and
President, and
describe the effect on other stockholders.
Harrysen Mittler
FirstName LastNameHarrysen
Wearable Health Solutions, Inc.Mittler
Comapany
January 31,NameWearable
2022 Health Solutions, Inc.
January
Page 4 31, 2022 Page 4
FirstName LastName
15. It appears that your Chief Executive Officer and President control the
Company through
the voting rights they exercise as holders of Series E Preferred
Stock. Please add risk
factor disclosure that describes your controlled company status,
potential conflicts of
interest, and other related material risks to investors.
16. Please add a risk factor disclosing that your common stock may be
considered a "penny
stock," and thereby be subject to additional sale and trading
regulations that may make it
more difficult to sell.
The Company and its management, the US and global trade economies and the
medical/health
markets have been substantially affected . . . , page 12
17. Please update and tailor your risk factor disclosure regarding
COVID-19. With respect to
the statement, "This pandemic has already adversely affected our
business," please
specifically describe the adverse effects you have experienced and the
associated risks.
For example, and without limitation, disclose:
How COVID-19 has affected your operations, including the
ability to respond to
alerts;
The impact COVID-19 has had on sales of personal health medical
devices and
monitoring services; and
The extent to which COVID-19 has caused supplies of your
current products, and
development of your new products, to be delayed or disrupted.
Our business is dependent upon suppliers., page 14
18. Please revise your disclosure, here and/or in the business section, to
more fully describe
the (i) third-party manufacturers of your products, current and
planned, and (ii) your other
suppliers, such as those providing alert monitoring services,
developing your software
platform, or cloud-hosting your platform. Include the sources and
availability of raw
materials. See Item 101(h)(4)(v) of Regulation S-K.
Our financial statements may not be comparable to those of other companies.,
page 24
19. Please remove this risk factor since it appears you are not an
emerging growth company
eligible to make the election under Section 107(b) of the JOBS Act.
Security Ownership of Certain Beneficial Owners and Management, page 35
20. Please base your table of beneficial ownership on the actual number of
outstanding shares,
rather that basing your calculation "on 41,060,492,608 shares when
considering Series E
Preferred Stock voting designation." In addition to the percentage per
class, please add
columns that disclose, for each owner, (i) the number and percentage
of common stock
ownership, assuming conversion of all preferred stock held by such
owner, and (ii) the
Harrysen Mittler
FirstName LastNameHarrysen
Wearable Health Solutions, Inc.Mittler
Comapany
January 31,NameWearable
2022 Health Solutions, Inc.
January
Page 5 31, 2022 Page 5
FirstName LastName
percentage of voting power in light of the enhanced voting power of
Series E Preferred
Stock (and the other series, as applicable). Explain, by footnote
disclosure, all applicable
assumptions, including how the totals for directors and officers as a
group have been
calculated if not a simple summation. Refer to Item 403 of Regulation
S-K.
21. Please update and ensure conformity of disclosure regarding stock
issuances and number
of shares outstanding throughout your registration statement. For
example, and without
limitation, we note the following:
Outstanding common stock is indicated to be 1,040,492,600 on
page 43 and
1,060,492,608 on page 45; and
Outstanding Series E Preferred Stock is stated as 4,000,000 on
page 45 and 3,900,000
on page F-35.
Executive Compensation, page 39
22. Please revise your disclosure as appropriate to resolve the apparent
inconsistencies
regarding executive compensation, as set forth in the tables on pages
39 and 41 and
described on page 44 (and related notes to the financial statements on
pages F-32, F-33,
and F-35). Please also revise the reference on page 41 to Note 15,
which does not appear
in your financial statements.
23. We note statements on page 42 that indicate your directors receive no
compensation;
please revise for consistency with your disclosure elsewhere regarding
director
compensation. We further note the description of your
employee/consulting agreements
on page 41, which provide for monthly stock grants, and the statement
on page 44 that,
"We do not have in effect any compensation plans under which our
equity securities are
authorized for issuance;" please revise to reconcile this apparent
inconsistency and to
provide the disclosure required by Item 201(d) of Regulation S-K.
Certain Relationships and Related Transactions, page 41
24. Please revise your disclosure regarding the purchase of BOAPIM, here
and elsewhere in
the registration statement, to address the following:
Your disclosure describes Hypersoft Ventures as "a related
party through common
ownership" and identifies it as a 17% holder of Series C
Preferred Stock. Please
revise to clarify whether this company was a related party prior
to the BOAPIN
acquisition, or subsequently became a related party through its
acquisition of stock
pursuant to the Asset Purchase Agreement filed as Exhibit 10.1.
Revise your description of consideration to disclose the
performance-based fees
referenced in the Asset Purchase Agreement.
Your disclosure indicates that BOAPIN was acquired in June 2020
(or June 2019 on
Harrysen Mittler
FirstName LastNameHarrysen
Wearable Health Solutions, Inc.Mittler
Comapany
January 31,NameWearable
2022 Health Solutions, Inc.
January
Page 6 31, 2022 Page 6
FirstName LastName
page F-15), while the Asset Purchase Agreement is dated August 3,
2020; please
reconcile.
Note 5 (page F-28) indicates that, as of June 30, 2020, you
impaired BOAPIN's value
to zero and recorded this as compensation expense; please explain
based on the date
of acquisition and Hypersoft Ventures' related party status in
connection with the
acquisition.
Please revise your risk factors to disclose the risks
associated with BOAPIN
including, without limitation, potential conflicts of interest
and ongoing financial
commitments.
Recent Sales of Unregistered Securities, page 44
25. Please update and revise the disclosure in this section to furnish all
the information
required by Item 701 of Regulation S-K, including without limitation
the exemption from
registration claimed, the counterparty, and consideration for all
transactions.
Description of Securities, page 45
26. We note your disclosure that you are authorized to issue three billion
shares of common
stock and fourteen million shares of preferred stock, allocated among
Series A through E.
However, the certificate of incorporation dated May 25, 2016, filed as
Exhibit 3.1 appears
to authorize four hundred million shares of common stock and ten
million shares of
preferred stock, allocated among Series A through D. Please file an
amended certificate
of incorporation that reflects the current capital stock
authorization, or advise.
27. Please file the current certificates of designation for each series of
your preferred stock.
We note that the certificates filed for Series A and B refer to
50,000,000 authorized shares
and appear to date from 2008, earlier than your certificate of
incorporation, and that no
certificate has been filed for Series E. Please also revise your
disclosure to reflect the
material terms of your preferred stock, including voting rights. In
this regard, we note that
your disclosure indicates Series A through D exercise no voting
rights, but the certificates
appear to provide otherwise.
28. Please revise your disclosure to describe the following:
The circumstances or events in which conversion of high-vote
and/or low-vote shares
is mandatory or optional, and any resulting impact on low-vote
shareholders,
including dilution;
Any exceptions to provisions requiring mandatory conversion of
shares upon their
transfer, including intra-family transfers; and
Any sunset provisions that limit the lifespan of high-vote
shares.
Harrysen Mittler
Wearable Health Solutions, Inc.
January 31, 2022
Page 7
Exhibits
29. Please refile Exhibit 3.1 in the proper text-searchable format. Please
refer to Section
5.2.3.6 of the EDGAR File Manual (Volume II) EDGAR Filing (Version 60,
December
2021) and Item 301 of Regulation S-T.
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 Effie Simpson at 202-551-3346 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any other
questions.
FirstName LastNameHarrysen Mittler Sincerely,
Comapany NameWearable Health Solutions, Inc.
Division of
Corporation Finance
January 31, 2022 Page 7 Office of
Manufacturing
FirstName LastName