United States securities and exchange commission logo
April 29, 2022
John G. Grdina
President and Chief Executive Officer
Adamas One Corp.
411 University Ridge, Suite 110
Greenville, South Carolina 29601
Re: Adamas One Corp.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted April 13,
2022
CIK No. 0001884072
Dear Mr. Grdina:
We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted
April 13, 2022
General
1. Please revise
throughout to update your disclosure to reflect the preferred stock
transaction discussed
on page 83. This includes providing the disclosures required by
Items 403 and 404 of
Regulation S-K, as well as revising the disclosures that currently
appear on pages 10-11,
begin on page 15 and on page 44, among other locations. Ensure
your revisions explain
fully the control afforded to the purchaser of those securities via
share ownership and the
related agreements. Further, revise to identify and clarify the
"milestones" and
conversion terms mentioned on page 83. As one example regarding
conversion, will the
preferred stock remain outstanding or convert in connection with this
offering and will the
related agreements remain in effect?
John G. Grdina
Adamas One Corp.
April 29, 2022
Page 2
2. We note the resale offering added to your disclosure. Regarding (ii) and
(iii) on the
prospectus cover page, please explain how you determined it is
appropriate to register the
resale of those securities given the use of the formulas described in the
document. See
Securities Act Sections Compliance and Disclosure Interpretations
Question 139.11.
3. Please revise to clarify when you plan for the resale transaction to
begin. For example, is
the closing before or after the over-allotment option expires? Also
revise to explain the
risks related to the resale transaction, such as whether purchasers may
be able to acquire
your shares in the secondary market for a price lower than the price in
the underwritten
offering. Further, to the extent your affiliates are participating in the
resale transaction,
provide the disclosure required by Item 404 of Regulation S-K.
The inability of our senior management and board of directors, page 17
4. We note your response to prior comment 3. Please clarify the extent to
which each of the
companies mentioned in this risk factor had not made their required
periodic filings. For
example, it appears that: (1) NOHO, Inc. did not file its Annual Report
on Form 10-K for
the fiscal year ended December 31, 2014; (2) Mix 1 Life, Inc. did not
file its Annual
Report on Form 10-K for the fiscal year ended August 31, 2016 and its
subsequent Form
10-Qs and Form 10-K; and (3) Scio Diamond Technology Corp. did not file
its Annual
Report on Form 10-K for the fiscal year ended March 31, 2017 and its
subsequent Form
10-Qs and Form 10-K.
The former stockholders of Scio or the SEC may bring action for possible
omissions, page 28
5. We note your response to prior comment 4. Please file as an exhibit the
asset purchase
agreement amended on February 3, 2020 mentioned on page 28.
Management, page 65
6. Please ensure that you have provided the disclosure required by Item
401(e) of Regulation
S-K. For example, it is unclear why your disclosure does not address Mr.
Chaunu's
affiliation with Maison Luxe, Inc.
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
Comapany NameAdamas One Corp. Division of
Corporation Finance
Office of
Manufacturing
April 29, 2022 Page 2
cc: Raymond A. Lee, Esq.
FirstName LastName