United States securities and exchange commission logo
April 24, 2023
Doug Bathauer
Chief Executive Officer
Integral Technologies, Inc.
2605 Eastside Park Road, Suite 1
Evansville, IN 47715
Re: Integral
Technologies, Inc.
Form 10-12G
Filed March 28,
2023
File No. 000-28353
Dear Doug Bathauer:
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 and any amendment you may file in
response to these
comments, we may have additional comments.
Registration Statement on Form 10-12G filed March 28, 2023
Item 1. Business, page 3
1. We note your disclosure
that "[t]he major commercial milestones for the company have
been the signing of
two, 10-year license agreements with Avient Corporation and Hanwha
Advanced Materials of
South Korea," however, we also note your disclosure that you
receive "minimal
royalties" from these license agreements. Please revise to clarify why
the agreements are
commercial milestones.
2. We note your disclosure
that you have not generated material revenues since 2018 and are
"evaluating a number of
strategic alternatives including, but not limited to, seeking to
acquire a new business
in the United States, including potentially by means of a reverse
merger with an
operating entity." It appears from your current disclosure that you may be
a "blank check" company
under Section (a)(2) of Rule 419 of the Securities Act. Please
revise to prominently
disclose your status as a blank check company and to inform the
Doug Bathauer
FirstName LastNameDoug
Integral Technologies, Inc. Bathauer
Comapany
April NameIntegral Technologies, Inc.
24, 2023
April 224, 2023 Page 2
Page
FirstName LastName
public of your obligations under Rule 419 of the Securities Act. If
you do not believe that
you are a blank check company, please provide us with your legal
analysis.
3. Revise this section to clearly describe how you will seek to identify
business combination
candidates and how you will evaluate them. We further note that you
have approximately
$6.6 million in outstanding debt, most of which is in default. Please
revise to disclose how
you intend to fund the acquisition of a new business.
Our Intellectual Property, page 4
4. Please revise to briefly describe the duration of your patents. Refer
to Item 101(h)(4)(vii)
of Regulation S-K.
Item 1A. Risk Factors
Due to factors beyond our control, our stock price will be volatile., page 7
5. Please expand this risk factor to disclose the potential for increased
price and
market volatility once your shares resume trading given the duration
of the
halted quotation period.
Item 4. Security Ownership Of Certain Beneficial Owners And Management, page 10
6. We note references to footnote (4) and (5) do not appear in the
beneficial ownership
table. Please revise.
Item 5. Directors and Executive Officers, page 11
7. Please revise your disclosure to comply with Item 401(e) of Regulation
S-K.
8. Please identify who is performing the functions of your principal
financial officer.
Item 7. Certain Relationships and Related Transactions, page 12
9. We note your disclosure regarding the promissory notes issued by SBI
Investments, LLC
2014-1 and Oasis Capital LLC. Please expand your disclosure to include
the amount of
principal and interest paid. Refer to Item 404(a)(5) of Regulation
S-K.
10. We note your disclosure that the company is in default on convertible
notes issued to SBI
Investments, LLC 2014-1 and Oasis Capital LLC. Please disclose the
material terms of
the convertible notes, including any default penalties and default
provisions.
Item 11. Description of Registrant's Securities To Be Registered, page 14
11. Please explain or revise to reconcile your disclosure on page 14 with
your articles of
incorporation filed as Exhibit 3.1. We note your disclosure that you
are authorized to
issue up to 250,000,000 shares of common stock, however, Section Four
of your articles
of incorporation state you are authorized to issue 150,000,000 shares
of common stock.
Exhibits
Doug Bathauer
FirstName LastNameDoug
Integral Technologies, Inc. Bathauer
Comapany
April NameIntegral Technologies, Inc.
24, 2023
April 324, 2023 Page 3
Page
FirstName LastName
12. We note you entered into two license agreements with Avient
Corporation and Hanwha
Advanced Materials of South Korea. Please file those agreements or
tell us why you are
not required to do so.
General
13. We note that the website you listed is not active. Please revise to
provide an accurate
website address.
14. Please revise your disclosure to discuss the impact of the debt that
is currently in
default on your ability to operate, your financial condition and your
results of operations.
For example, disclose if you, your subsidiaries or your shareholders
are restricted in (i)
transferring equity interests, (ii) paying dividends or transferring
cash, (iii) voting to
approve a business combination or (iv) issuing securities. Disclose if
material assets,
including your intellectual property, are restricted in connection
with your debt or other
liabilities that are, or are expected to be, under default.
Additionally, revise to prominently
disclose the salaries, management fees, consulting fees and
business-related
reimbursements owed to your executives as well as the material terms,
including the
default provisions, of each of your material debt and convertible
debenture agreements.
15. Please revise to prominently discuss the reasons that quotations of
your shares on the OTC
Pink were halted in March 2021. Additionally, revise to clearly state
whether you will
seek to have your securities quoted on the OTC Pink.
16. Your registration statement will become effective 60 days after you
filed it with the
Commission and you will then be responsible for filing reports
required by the Securities
Exchange Act of 1934, including the requirements to file Forms 10-K,
10-Q, and 8-K
even if we have not completed the review of your filing. If you cannot
resolve the
comments before that time, you should consider withdrawing the filing
before it becomes
effective. You could then refile when you are able to respond to the
comments.
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 Andi Carpenter at 202-551-3645 or Andrew Blume at
202-551-3254 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6063 or Evan Ewing at 202-551-5920 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Doug Bathauer
Integral Technologies, Inc.
FirstName
April LastNameDoug Bathauer
24, 2023
Page 4
Comapany NameIntegral Technologies, Inc.
April 24, 2023 Page 4 Office of Manufacturing
FirstName LastName