January 24, 2020
James Croke
General Counsel
Quadrant Biosciences Inc
505 Irving Avenue, Suite 3100AB
Syracuse, NY 13210
Re: Quadrant Biosciences Inc
Draft Offering Statement on Form 1-A
Filed January 2, 2020
File No. 367-00228
Dear Mr. Croke:
We have reviewed your draft offering 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 offering statement or publicly filing your offering statement
on
EDGAR. Please refer to Rule 252(d) regarding the public filing requirements for
non-public
submissions, amendments and correspondence. 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 your amended draft offering statement or
filed offering
statement and the information you provide in response to these comments, we may
have
additional comments.
Offering Statement on Form 1-A filed January 2, 2020
Cover Page
1. Please include a row in your table on page 1 to indicate the "Total
Minimum" amounts.
Please refer to Item 1(e) of Part II of Form 1-A.
Risks Related to our Intellectual Property, page 13
2. We note your reference to "our patents" in the second bullet point of
this section. As
appropriate, please balance this disclosure with your disclosure on page
34 that you
"currently do not solely own any issued patents or pending patent
applications," and with
your disclosure on page 53 that your intellectual property includes
"potential patent rights
that may be obtained through patent applications jointly invented and
owned by the
James Croke
FirstName LastNameJames Croke
Quadrant Biosciences Inc
Comapany NameQuadrant Biosciences Inc
January 24, 2020
Page 2
January 24, 2020 Page 2
FirstName LastName
company and the Foundations or invented and owned by the Foundations."
Risks Related to Investments in the Shares, page 14
3. Please revise to indicate that there is no public market for your
shares and, if true, that you
do not anticipate a public market to develop.
The company has a convertible note that it is treating as debt, page 21
4. Please disclose the conversion terms under the note purchase agreement
as currently in
effect. Please also include appropriate disclosure under "Future
Dilution" and "Security
Ownership of Management and Certain Securityholders" as appropriate.
Intellectual Property, page 53
5. Please disclose the royalty rates or royalty ranges payable on sales
of licensed products as
well as the aggregate milestone payments and minimum royalties that
may be payable
under the License Agreements. Please also disclose the duration and
the material
termination provisions of these agreements.
Nine Months Ended September 30, 2019 Compared to Nine Months Ended September
30, 2018,
page 66
6. Please disclose the material causes that led to the decline in product
sales in Interim 2019.
Compensation of Directors and Executive Officers, page 80
7. Refer to Item 11 of Part II of Form 1-A and update your disclosure in
this section for your
last completed fiscal year.
Ongoing Reporting and Supplements to this Offering Circular, page 84
8. We note your disclosure that you incorporate by reference information
on any Form 1-K,
1-SA or 1-U filed after the date of your offering circular. Please
note that Form 1-A does
not permit issuers to incorporate by reference information filed after
the qualification of
the offering statement. Please revise as appropriate.
Consolidated Financial Statements for the Years Ended December 31, 2018 and
2017, page 106
9. We note that your audited financial statements for the fiscal year
ended December 31,
2017, are labeled "as adjusted". Please amend your filing to disclose
the nature and
circumstance of this adjustment or restatement and quantify such
amounts. If the financial
statements were restated to correct an error, please provide the
footnote disclosure
required by ASC 250-10-50.
James Croke
Quadrant Biosciences Inc
January 24, 2020
Page 3
Part III. Item 17, page 127
10. Please file as exhibits the licensing agreement with the Research
Foundation for the State
University of New York and the Pennsylvania State Research Foundation,
and the
contractual arrangement referred to in the last paragraph on page 62
with Admera Health.
Refer to Item 17.6 of Part III of Form 1-A.
Exhibit 4.1, page III-1
11. We note the second through last sentences of Section 4(f) of the form
of subscription
agreement. Since investors are entitled to rely on your offering
circular to make an
investment decision, these sentences appear inappropriate. Please
revise.
12. We note section 6 of the form of subscription agreement regarding
waiver rights to trial by
jury. Please revise your offering statement to:
disclose the jury trial provision, including how it will impact your
investors;
describe any questions as to enforceability under federal and state
law;
clarify whether this provision applies to claims under the federal
securities laws and
whether it applies to claims other than in connection with this
offering;
to the extent the provision applies to federal securities law
claims, please revise the
disclosure to state that by agreeing to the provision, investors
will not be deemed to
have waived the company s compliance with the federal securities
laws and the rules
and regulations thereunder; and
clarify whether purchasers of interests in a secondary transaction
would be subject to
the jury trial waiver provision.
You may contact Tracey McKoy, Staff Accountant, at (202) 551-3772 or
Terence
O'Brien, Accounting Branch Chief, at (202) 551-3355 if you have questions
regarding comments
on the financial statements and related matters. Please contact Tim Buchmiller,
Staff
Attorney, at (202) 551-3635 or Celeste Murphy, Legal Branch Chief, at (202)
551-3257 with any
other questions.
FirstName LastNameJames Croke Sincerely,
Comapany NameQuadrant Biosciences Inc
Division of
Corporation Finance
January 24, 2020 Page 3 Office of Life
Sciences
FirstName LastName