SEC – ‘UPLOAD’ from 12/21/20 re: Mosaic ImmunoEngineering Inc. – ‘TEXT-EXTRACT’

On:  Monday, 12/21/20, at 2:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-20-12258

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     29K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         2±     9K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

December 21, 2020   

Steven King                                                       
President and Chief Executive Officer                             
Mosaic ImmunoEngineering Inc.                                     
1537 South Novato Blvd, #5                                        
Novato, CA 94947                                                  

                                          Re: Mosaic
ImmunoEngineering Inc.                                                          
                                                    Registration
Statement on Form S-3                                                           
                                                          Filed December 10,
2020                                                                            
                                                           File No. 333-251261

Dear Mr. King:                                                    

        We have limited our review of your registration statement to
those issues we have                                                            
   addressed in our 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.

Form S-3 Registration Statement                                   

General                                                           

1.                                                   We note your common  
stock is quoted on the OTC Pink. We further note the aggregate                  
                                                    market value of your
voting and non-voting common equity held by non-affiliates appears              
                                                   to be less than $75
million. As such, it appears that you are not eligible to register shares       
                                                     for resale by selling
stockholders on Form S-3 because you do not meet the requirements               
                                                 of that form. See
General Instructions I.B.1 and I.B.3 of Form S-3, and for guidance, refer       
                                                       to Questions 116.12 and
116.14 of our Securities Act Forms Compliance and Disclosure                    
                                                       Interpretations. Please
amend your registration statement so that it is on a proper form.               
2.                                                   We note your 10-K for
your fiscal year ended May 31, 2020 is not among the documents                  
                                             that you have
incorporated by reference on page 17. Please ensure all required financial      
                                              statements and
information are included or, subject to your eligibility under General          
Steven King                                                                   
Mosaic ImmunoEngineering Inc.                                                   
December 21, 2020                                                               
Page 2                                                                          
   Instruction VII.E.2. of Form S-1, properly incorporated in your amended
filing.                                                                         
     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.                                                            

    Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate                                                                  
time for us to review any amendment prior to the requested effective date of    
the registration                                                                
statement.                                                                      

Please contact David Gessert at 202-551-2326 or Tim Buchmiller at 
202-551-3635 with                                                               
any questions.                                                                  

                                                Sincerely,
FirstName LastNameSteven King                                                   
                                                 Division of
Corporation Finance                                                             
Comapany NameMosaic ImmunoEngineering Inc.                                      
                                                    Office of Life
Sciences                                                                        
December 21, 2020 Page 2                                                        
cc:       Dean M. Colucci, Esq.                                                 
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		12/21/20		UPLOAD
		12/10/20		S-3,  UPLOAD
		5/31/20		10-K
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