United States securities and exchange commission logo
March 8, 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 2 to
Registration Statement on Form 10-12G
Filed February 25,
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. 2 to Form 10-12G
Business
Products, page 5
1. We note your response
to prior comment seven. Please further revise your disclosure to
(i) identify whether
your MediPendant and iHelp products also operate on the 3G
network, (ii) clearly
state whether the iHelp MAX will operate on the 4G network, and
(iii) clarify whether
or how the "lone worker" program for use with the iHelp+ 3G will
continue to function
following phase-out. Disclose the dates which mobile carriers have
announced for phase-out
of their 3G networks, and clearly describe whether some or all of
your products have
already ceased to function. Avoid describing as "advanced" those
products that you no
longer produce or that no longer will function. Add risk factor
disclosure assessing
the material risks to the company and investors, including the risk
that your U.S.
customers will buy competitors' products since your iHelp MAX is not
expected to be
available until the third quarter of 2022.
Harrysen Mittler
Wearable Health Solutions, Inc.
March 8, 2022
Page 2
Intellectual Property, page 14
2. We note your response to prior comment 11. However, the statement, "We
may rely on a
combination of patent, trademark, copyright, and trade secret laws in
the United States,"
continues to appear on page 14. Please combine this section with the
section captioned
"Patents, Trademarks and Licenses" on page 11 and revise to reconcile
the apparent
inconsistencies.
Risk Factors
Because directors and officers currently and for the foreseeable future . . . ,
page 25
3. We note your response to prior comment 14 and reissue it in part.
Please further revise
your risk factors to specifically address the potential dilutive
effect to existing holders of
common stock as a result of the (i) conversion rights of your
outstanding preferred stock
and (ii) periodic awards of common stock pursuant to your employment
agreements. In
addition, disclose the current percentage voting power held by your
Chief Executive
Officer and President, respectively.
Description of Securities, page 52
4. We note your revisions in response to prior comments 26 and 29.
Disclosure on page 53
indicates that you are authorized to issue 14 million shares of
preferred stock, while the
fourth page of Exhibit 3.1 appears to authorize 25 million shares of
preferred stock.
Please revise to reconcile this apparent inconsistency. Please also
refile Exhibit 3.1 to
ensure all pages thereof are in the proper text-searchable format.
Exhibits
5. We note disclosure on page 47 related to employment agreements with your
Chief
FirstName LastNameHarrysen Mittler
Technical Advisor and Chief Financial Officer. Please file these
agreements as exhibits to
Comapany
yourNameWearable Health Solutions,
registration statement. Please alsoInc.
revise the reference on page
47 to Mr. Mittler as
Chief Financial
March 8, 2022 Page 2 Officer to reflect that he no longer serves in this
role, if true.
FirstName LastName
Harrysen Mittler
FirstName LastNameHarrysen
Wearable Health Solutions, Inc.Mittler
Comapany
March NameWearable Health Solutions, Inc.
8, 2022
March3 8, 2022 Page 3
Page
FirstName LastName
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.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing