METASTAT, INC.
4 Autumnwood Court
The Woodlands, Texas 77380
(281) 363-0003
VIA FEDEX AND EDGAR
July 13, 2012
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Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Mail Stop 3030
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Re:
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MetaStat, Inc. (f/k/a Photovoltaic Solar Cells, Inc.)
Amendment No. 1 to Form 8-K
Filed May 25, 2012
File No. 0-52735
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Dear Ms. Ravitz:
On behalf of our client, MetaStat, Inc., a Nevada corporation (the “Company”), we hereby provide a response to the comments issued in a letter dated June 15, 2012 (the “Staff’s Letter”) regarding the Company’s Current Report on Form 8-K, as amended (the “Form 8-K”). Contemporaneously with this submission, we have filed an amended Form 8-K for the Company (the “Amended Form 8-K”) reflecting the responses of the Company below.
To facilitate the review by the Commission’s staff (the “Staff”) of the Amended Form 8-K, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter. The numbered paragraphs set forth below responds to the Staff’s comments and corresponds to the numbered paragraph in the Staff’s Letter. Page numbers refer to the marked copy of the Amended Form 8-K. We have also submitted three clean and marked copies of the Amended Form 8-K to the Staff.
The Company’s responses to the Staff’s comment set forth in the Staff’s Letter are as follows:
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Comment Number
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Comment and Response
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Description of Business, page 3
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1.
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We note the materials that you provided in response to prior comment 2. Please submit as correspondence on EDGAR the materials that you provided.
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RESPONSE: We have submitted as correspondence on EDGAR the materials that we previously provided to the Staff in accordance with prior comment 2.
-1-
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2.
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We note your response to the first two sentences of prior comment 3. However, we are unable to confirm that the materials you provided support certain third-party and statistical data included in the filing, such as the data in the fourth paragraph on page 4 and in the fourth paragraph on page 7 of your filing. Please supply us with material that support all statistical claims and submit as correspondence on EDGAR copies of such materials.
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COMPANY RESPONSE: We have supplied the Staff with materials that support all statistical claims and submitted as correspondence on EDGAR copies of such materials in accordance with the Staff’s comment.
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3.
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We note your response to the last sentence of prior comment 3. However, it is unclear why you believe that you have disclosed the source for the industry data mentioned in the second bullet point on page 6. Please advise or revise.
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COMPANY RESPONSE: We have revised the disclosure in the Amended Form 8-K in accordance with the Staff’s comment.
Our Solution, page 5
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4.
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Revise here and under “Clinical Development” on page 6 to provide more detail about the trials that indicates, in lay terms, how the studies support your conclusions about your test. Also, please indicate whether the published data were peer reviewed. Please also revise to clarify whose analyses are referenced.
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COMPANY RESPONSE: We respectfully believe that the existing disclosure provides the relevant details relating to how the trials support our conclusions about our test. In addition, we have revised the disclosure in the Amended Form 8-K to indicate whether the published data were peer reviewed.
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5.
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Refer to the first paragraph on page 6. Since the estimated price for your kit is only based upon your costs plus a desired margin, please clearly disclose that this is the price you hope to charge based upon your internal costs, but that it is not based upon any indicia of what the market will be willing to pay for the product.
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COMPANY RESPONSE: We have revised the disclosure in the Amended Form 8-K in accordance with the Staff’s comment.
Clinical Development and Validation of the MetaSite Breast Test, page 7
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6.
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We note your response to prior comment 7. Please expand the disclosure in the second paragraph of this section to disclose the amounts that you have paid as of the most recent practicable date.
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COMPANY RESPONSE: We have revised the disclosure in the Amended Form 8-K in accordance with the Staff’s comment.
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Patents and Intellectual Property, page 16
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7.
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Please expand the discussion on pages 16 and 17 about the license agreements to disclose the amount of the license signings and license maintenance fees mentioned in section 6.03 of exhibit 10.3 and section 6.02 of exhibits 10.11 and 10.12.
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COMPANY RESPONSE: We have expanded the disclosure in the Amended Form 8-K relating to the license agreements to disclose the amount of the license signings and license maintenance fees mentioned in section 6.03 of exhibit 10.3 and section 6.02 of exhibits 10.11 and 10.12.
Item 3.02. Unregistered Sales of Equity Securities, page 45
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8.
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Please further revise to indicate the facts upon which you relied in claiming the exemption from registration in each case, such as the nature and sophistication of the purchasers and any solicitation undertaken.
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COMPANY RESPONSE: We have revised the disclosure to indicate the facts upon which we relied in claiming the exemption from registration in each case.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointments of Principal Officers, page 45
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9.
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We note your response to prior comment 16. However, your document continues to include marketing language on page 46 regarding Mr. Siegel. Please revise the description of the business experience of Mr. Siegel to avoid marketing language.
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COMPANY RESPONSE: We have revised the description of the business experience of Mr. Siegel in the Amended Form 8-K to avoid any marketing language.
Item 9.01 Financial Statements and Exhibits, page 50
(b) Pro Forma Financial Information, page 50
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10.
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We note your response to prior comment 21. Similar to your response, please revise your disclosures to clearly indicate that common stock sales reflected in your pro forma financial information were required as part of the reverse merger agreement.
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COMPANY RESPONSE: We have revised our disclosure to clearly indicate that common stock sales reflected in our pro forma financial information were required as part of the reverse merger.
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11.
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We note your response to prior comment 22. Given that this transaction is accounted for as a recapitalization, it appears as though your pro forma earnings per share calculations would be significantly affected. Therefore it is unclear as to why you believe that pro forma statements of operations would not provide any useful information to investors. Please advise or revise.
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COMPANY RESPONSE: We have included in the Amended Form 8-K pro forma statements of operations.
Exhibits, page 51
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12.
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We note your response to prior comment 23. However, several schedules, such as schedules 3.1(a) and schedule 3.1(g) are still missing from the agreement filed as exhibit 10.1 to your amended Form 8-K. Please file the complete exhibit.
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COMPANY RESPONSE: All of the Schedules to Exhibit 10.1, including Schedules 3.1(a) and 3.1(g), were included with Amendment No. 1 to the Form 8-K filed on May 25, 2012.
***
We hereby acknowledge that:
· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
· the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Thank you very much for your time and attention in connection with this filing. Should you have any questions concerning any of the foregoing, please contact David Levine, Esq., of Loeb & Loeb LLP, counsel to the Company, by telephone at (212) 407-4923.
Sincerely,
/s/ Warren C. Lau
Warren C. Lau, Chief Executive Officer
