0001415889-15-002409.txt : 20150826 0001415889-15-002409.hdr.sgml : 20150826 20150717171710 ACCESSION NUMBER: 0001415889-15-002409 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MetaStat, Inc. CENTRAL INDEX KEY: 0001404943 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 208753132 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 27 DRYDOCK AVE., 2ND FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: (212)796-8170 MAIL ADDRESS: STREET 1: 27 DRYDOCK AVE., 2ND FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: Photovoltaic Solar Cells, Inc. DATE OF NAME CHANGE: 20070627 CORRESP 1 filename1.htm mtstcorrespjul172015.htm
METASTAT, INC.
27 DryDock Ave, 2nd Floor
Boston, MA 02210
 
July 17, 2015
 
Kate Maher, Esq.
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
  
 
 
Re:
MetaStat, Inc.
 
Amendment No. 2 to Registration Statement on Form S-1
 
Filed June 24, 2015
 
File No. 333-203361

Dear Ms. Maher:
 
On behalf of MetaStat, Inc., a Nevada corporation (the “Company”), we hereby provide a response to the comments issued in a letter dated July 8, 2015 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form S-1, as amended (the “Form S-1”). Contemporaneously with this submission, we have filed a further amended Registration Statement on Form S-1 (the “Amended Form S-1”) reflecting the responses of the Company below.  To facilitate the review by the Commission’s staff (the “Staff”) of the Amended Form S-1, we have responded, on behalf of the Company, to the comment set forth in the Staff’s Letter as follows:
Comment Number
 
Comment and Response
 
Certain Relationships and Related Transactions, and Director Independence, page 83
 
1.
Please address the first sentence of prior comment 1 as it applies to all of your disclosure in this section. For example, we note that the first two paragraphs of this section do not name the related person.
 
COMPANY RESPONSE:  We have removed the first paragraph under this section as such disclosure is not required pursuant to Item 404 of Regulation S-K as the transaction occurred prior to the beginning of the Company’s last fiscal year.  We have also removed the second paragraph under this section as such disclosure does not meet the transaction threshold dollar amount pursuant to Item 404 of Regulation S-K.
 
Selling Stockholders, page 84
 
2.
Please provide us support for your disclosure added in response to prior comment 2 that Alere Financial Partners LLC was a registered broker-dealer at the time it engaged in underwriting activities in connection with your securities offerings. In this regard, your disclosure that Alere is an LLC – a legal entity – appears to be inconsistent with your disclosure on page 3 that Alere is a division of Clancy Financial Services, Inc. Please advise.
 
COMPANY RESPONSE:  We have revised the disclosure in the Amended S-1 to indicate that Clancy Financial Services, Inc. acted as a placement agent in connection with the Company’s recent private placement and removed the references to Alere Financial Partners LLC as the previous disclosure mistakenly referred to Alere in this regard.
 
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 J. Levine, Esq., of Loeb & Loeb LLP, counsel to the Company, by telephone at (212) 407-4923.
 
Sincerely,
 
/s/ Douglas A. Hamilton                                           
Douglas A. Hamilton, CEO