United States securities and exchange commission logo
June 28, 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.
Registration
Statement on Form S-1
Filed May 31, 2022
File No. 333-265344
Dear Mr. Grdina:
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.
Unless we note
otherwise, our references to prior comments are to comments in our April
29, 2022 letter.
Registration Statement on Form S-1 filed May 31, 2022
General
1. It appears you made
almost no changes to your disclosure in response to prior comment
1. Therefore, we
reissue that comment in its entirety. As examples only, your disclosure
should address the
following:
revise to
identify the "milestones" and conversion terms now mentioned on page 82.
For example, we
note the milestones mentioned in section 1.3 of Exhibit 4.7 and
adjustments in
conversion price mentioned in section 7.4 of Exhibit 3.2(a) are not
discussed in the
Description of Securities section beginning on page 82;
the mandatory
conversion feature in Exhibit 3.2(a);
John G. Grdina
FirstName LastNameJohn G. Grdina
Adamas One Corp.
Comapany
June NameAdamas One Corp.
28, 2022
June 28,
Page 2 2022 Page 2
FirstName LastName
Sections 5.4 and 5.11 of Exhibit 4.4; and
Section 6.15(b) of Exhibit 4.7, including how this provision
relates to the planned
initial public offering.
2. We note your response to prior comment 2. Please address the part of
the cited
interpretation addressing whether the investor is at market risk.
Please also address the
following:
reconcile the reference on the cover page to "currently
outstanding warrants" held by
noteholders with the reference in Note 8 on page F-28 to "upon
conversion the noteholder
would receive" warrants;
tell us with specificity which provision in your agreements filed
as exhibits includes the
provision concerning the conversion percentage of "65% of the initial
public offering
price" mentioned on the cover page;
file as exhibits the underlying agreements concerning the
"Representative Note Offering
Warrants and Representative Note Offering Shares" mentioned on the
cover page; and
file as an exhibit the Senior Secured Convertible Note Purchase
Agreement mentioned
on page 1 of Exhibit 10.9 "which is incorporated by reference" per
page 1 of Exhibit 10.9.
Please be advised that we may have additional comments on your
response to prior
comment 2 after we review your responses to the above bullet points.
3. If your operations have experienced or are experiencing inflationary
pressures or rising
costs, please expand to identify the principal factors contributing to
the inflationary
pressures the company has experienced and clarify the resulting impact
to the company.
Please also revise to identify actions planned or taken, if any, to
mitigate inflationary
pressures.
4. Please describe the extent and nature of the role of the board of
directors in overseeing
risks related to Russia s invasion of Ukraine. This could include
risks related to
cybersecurity, sanctions, employees based in affected regions, and
supply
chain/suppliers/service providers in affected regions as well as risks
connected with
ongoing or halted operations or investments in affected regions.
5. To the extent material, disclose any new or heightened risk of
potential cyberattacks by
state actors or others since Russia s invasion of Ukraine and
whether you have taken
actions to mitigate such potential risks.
6. Please disclose whether and how your business segments, products,
lines of service,
projects, or operations are materially impacted by supply chain
disruptions, especially in
light of Russia s invasion of Ukraine. For example, discuss whether
you have or expect to:
suspend the production, purchase, sale or maintenance of certain
items;
experience higher costs due to constrained capacity or increased
commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt,
iron, platinum or other
raw material sourced from Russia, Belarus, or Ukraine);
experience surges or declines in consumer demand for which you are
unable to
John G. Grdina
Adamas One Corp.
June 28, 2022
Page 3
adequately adjust your supply;
be unable to supply products at competitive prices or at all due
to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions
among countries or the
ongoing invasion; or
be exposed to supply chain risk in light of Russia s invasion of
Ukraine and/or related
geopolitical tension or have sought, made or announced plans to
de-globalize your
supply chain.
Explain whether and how you have undertaken efforts to mitigate the
impact and where
possible quantify the impact to your business.
7. We note your disclosure on page 47 about the COVID-19 pandemic,
delivery delays and
that the delays "are continuing to impact the first quarter of the
next fiscal year."
Please update the disclosure given the reference to the "first quarter
of the next fiscal
year." Also, discuss whether recent increased cases of COVID-19 and/or
shutdowns
related to additional or increased outbreaks have had a material
impact on your operations,
supply chain, liquidity or capital resources.
8. We note your response to prior comment 3. Please revise to clarify
when the resale
transaction will begin. Specifically, what do you mean by "after the
closing of this initial
public offering?" Note that given the lack of an established trading
market for your
securities, resales must be made at a fixed price until your shares
are quoted or listed on
an established market.
Patents, page 59
9. Please ensure that you have updated the disclosure in this section to
the extent
practicable. For example, disclose the number of your patents that
expired between 2019
and the present. Also, disclose the duration of your material patents
and the material
effect of any patents expiring in the near future.
Executive Compensation, page 70
10. Please reconcile the disclosure in the table on page 70 regarding the
salary of Mr. Staehr
for the fiscal year ended September 30, 2021 with the disclosure on
page 72 about his
salary and his salary mentioned in section 5(a) of his employment
agreement filed as
Exhibit 10.3.
Exhibits and Financial Statement Schedules, page II-4
FirstName LastNameJohn G. Grdina
11. As requested in comment 18 of our December 2, 2021 letter, please file
as an exhibit the
Comapany NameAdamas
consulting OneIn
agreement. Corp.
this regard, we note the disclosure about the
consulting
agreement
June 28, 2022 Pagenow
3 appears in Note 7 on page F-15.
FirstName LastName
John G. Grdina
FirstName LastNameJohn G. Grdina
Adamas One Corp.
Comapany
June NameAdamas One Corp.
28, 2022
June 28,
Page 4 2022 Page 4
FirstName LastName
Undertakings, page II-5
12. Please include the appropriate undertakings. In this regard, we note
that you have
checked the Rule 415 box on the outside cover page.
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 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,
Division of
Corporation Finance
Office of
Manufacturing
cc: Raymond A. Lee, Esq.