United States securities and exchange commission logo
December 19, 2022
Timothy G. Dixon
President and Chief Executive Officer
Therapeutic Solutions International, Inc.
701 Wild Rose Lane
Elk City, Idaho 83525
Re: Therapeutic
Solutions International, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed December 8,
2022
File No. 333-268070
Dear Timothy G. Dixon:
We have reviewed your amended 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
November 14, 2022 letter.
Form S-1 filed December 8, 2022
The Offering, page 6
1. We note your revisions
in response to our prior comment 7, including your addition to the
cover page that the
selling shareholder is offering up to 555,000,000 shares of common
stock. However, the
Offering Summary on page 6 states that up to 216,001,530 shares of
common stock may be
offered by the selling stockholders. Please revise to reconcile the
discrepancy in the
amount of shares covered by this registration statement. Please also
revise the filing fee
table and the legal opinion to reflect the number of shares covered by
this registration
statement.
Timothy G. Dixon
FirstName
TherapeuticLastNameTimothy G. Dixon
Solutions International, Inc.
Comapany19,
December NameTherapeutic
2022 Solutions International, Inc.
December
Page 2 19, 2022 Page 2
FirstName LastName
Risk Factors, page 20
2. We note your response to our prior comment number 5 and the two risk
factors added to
page 25. We note these risk factors relate to your inability to
determine the exact number
of shares that will be issued under the agreement and effect on stock
price. Please revise to
explain the risk concerning the possibility that you may not have
access to the full amount
available to you under the equity line, which is $10 million.
Selling Shareholders, page 53
3. We note that "Percentage of Common Stock Owned Before Offering" and
"Amount to Be
Beneficially Owned After the Offering" columns of your selling
shareholder table
references footnote 1 and 2 respectively, but there do not appear to
be any corresponding
footnotes in this section. We also note that your Total Row does not
reflect the total
amount or percentage of common stock owned by GHS before the offering.
Please revise
these apparent discrepancies.
Plan of Distribution, page 57
4. We note your disclosure that Regulation M limits "the timing of
purchases and sales of the
securities by the selling stockholder." Please revise this section to
specifically disclose
that Regulation M may prohibit GHS and any other distribution
participants that are
participating in the distribution of the company s securities from
purchasing shares in the
open market while the equity line is in effect.
Exhibits
5. We note your response to our prior comment 9 and reissue. It appears
that your Exhibit
1.1, Securities Purchase Agreement is still not text-searchable.
Please refile this exhibit in
the proper text-searchable format.
General
6. We note you have removed most references to incorporating by reference
(on page 31 you
still refer to your Annual Report on Form 10-K for the fiscal year
ended December 31,
2021 and Form 10-Q for quarter ending September 30, 2022 filed as
Exhibits 13.1 and
13.2), however, information required by Form S-1 is still missing,
notably Item 301 of
Regulation S-K. Please revise to provide this information.
Timothy G. Dixon
FirstName
TherapeuticLastNameTimothy G. Dixon
Solutions International, Inc.
Comapany19,
December NameTherapeutic
2022 Solutions International, Inc.
December
Page 3 19, 2022 Page 3
FirstName LastName
Please contact Jordan Nimitz at 202-551-5831 or Margaret Schwartz at
202-551-7153
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: Hugh Kelso, Esq.