SEC Division of Corporation Finance no-action letter: BirchBioMed Inc.

1600 BAUSCH & LOMB PLACE ROCHESTER, NY 14604-2711PHONE: 585.232.6500 FAX: 585.232.2152 rochester, ny • buffalo, ny • albany, ny • corning, ny • new york, ny June 27, 2025 VIA ELECTRONIC SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549

Re: BirchBioMed Inc.
Ladies and Gentlemen:

We submit this letter on behalf of our client, BirchBioMed Inc. (the “Company”), following our discussions with the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to respectfully request, based on the facts and circumstances set forth below, that the Staff confirm that it will not recommend to the Commission that the Commission take enforcement action if (i) the Company does not submit ongoing reports required by Rule 257(b) of Regulation A and (ii) files a Form 1-Z in reliance on Rule 257(d) of Regulation A to suspend its reporting obligations on or before June 30, 2025, the due date for the Company’s semi-annual report for the Company’s current fiscal year, which runs from October 1, 2024 through September 30, 2025 (the “current fiscal year”), notwithstanding the provisions of Rule 257(d)(4)(i) and (ii) of Regulation A. Background On July 30, 2024, the Company filed an offering circular on Form 1-A, as amended (the “Offering Circular”), with respect to a Tier 2 Regulation A offering of the Company’s common shares, no par value per share (“common shares”). The Staff qualified the Offering Circular on October 8, 2024. Prior to qualification of the Offering Circular, the Company was not subject to Tier 2 Regulation A reporting obligations, or any other reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon qualification of the Offering Circular, the Company commenced offering its common shares pursuant to the Offering Circular and certain investors completed subscription agreements and deposited money into an escrow account with a third-party escrow agent. The Company has no shareholders that hold securities issued pursuant to Regulation A and, as of June 20, 2025, all funds were released from escrow by the Company and returned to investors. As of the date hereof, there are no shareholders that hold securities issued pursuant to Regulation A and the Company is not offering or selling securities pursuant to Regulation A. Discussion Regulation A Reporting Requirements Under Rule 257(b) of Regulation A, upon qualification of an offering statement an issuer is required to file annual, semi-annual and current reports, similar to the reports required to be filed by Exchange Act reporting companies. Pursuant to Rule 257(d), an issuer can suspend its reporting obligations if it has less than 300 shareholders of record and has filed all reports required to be filed since it became a Regulation A reporting company, provided that suspension of reporting obligations under Regulation A is not available to issuers during the fiscal year in which a Tier 2 offering statement is qualified or if an annual report for the fiscal year in which a Tier 2 offering statement

was qualified has not been filed. As of the date hereof, the Company has no shareholders that hold securities issued pursuant to Regulation A. Further, as of the date hereof, the Company’s common shares are held by less than 300 shareholders of record and it has filed all required reports under Rule 257 of Regulation A since it became subject to Regulation A reporting obligations. But for the fact that the Offering Circular was qualified in the current fiscal year and the Company has not filed an annual report for the fiscal year in which the offering statement was qualified, the Company would otherwise be able to file a Form 1-Z to suspend its reporting obligations under Rule 257(d) of Regulation A. The Company respectfully submits that it should be able to rely on Rule 257(d) of Regulation A to suspend its duty to file periodic reports under Regulation A, notwithstanding the provisions of Rule 257(d)(4)(i) and (ii) of Regulation A, for the following reasons:
(i) The Company has no shareholders who currently hold securities issued pursuant to Regulation A and accordingly, a. the public policy considerations for the ongoing reporting requirements described in the Regulation A adopting release are not present, b. the benefits of reporting by the Company do not outweigh the burdens of making such filings, and
c. Regulation A’s purpose of providing current information to investors would not be undermined in
granting the Company’s relief;
(ii) the Company otherwise meets the requirements of Rule 257(d) of Regulation A; and (iii) the Commission has recognized in a number of situations analogous to the Company’s that imposing continued periodic reporting requirements on an issuer are not justified by public policy considerations. There are no holders of securities issued pursuant to Regulation A In adopting release 33-9741 (the “adopting release”), the Commission indicated that ongoing reporting requirements under Regulation A were designed to “achieve an appropriate balance between the costs and benefits associated with the provision of ongoing information about issuers of Regulation A securities to investors in such securities and any market that develops.”1 The Commission further stated that its ongoing reporting requirements will “support a regular flow of information about issuers conducting Regulation A Tier 2 offerings, which will benefit investors in larger offerings and also help foster the development of a secondary market in such securities” and will “provide investors and potential investors with the information they need to make investment decisions and facilitate capital formation for smaller companies.”2 The Commission also expressed that “[b]ecause there are no resale restrictions, some securities issued in amended Regulation A offerings are likely to be quoted on the OTC market, and required ongoing disclosure requirements will provide investors with updated information about their underlying value, and as a result, lower the inherent asymmetric information risks associated with trading in this market.”3 As noted above, the Company has no shareholders that hold securities issued pursuant to Regulation A. Accordingly, the public policy considerations for the ongoing reporting requirements described in the Regulation A adopting release are not present because there are no holders of Company securities to whom the required ongoing reporting obligations are intended to benefit, and there is no secondary market that has or could develop as a result of the Regulation A offering. In addition, Regulation A’s purpose of providing current information to investors would not be undermined in granting the Company’s relief from the ongoing reporting obligations, notwithstanding it having had an offering statement qualified in its current fiscal year because no securities issued pursuant to Regulation A are outstanding. Accordingly, the Company believes it would be inconsistent with public policy and the objectives of the Commission when adopting the reporting obligations of Rule 257(b) of the Securities Act to require the Company to comply with Tier 2 reporting obligations when the Company has no shareholders that holds securities issued pursuant to Regulation A and there is no existing secondary market for the Company’s common shares as a result of a Regulation A offering where investors and broker-dealers would benefit from such disclosure. 1 See Commission adopting release
33-9741. 2 Id. 3 Id.

The Company otherwise meets the requirements of Rule 257(d) of Regulation A Although the Company’s offering statement was qualified during the current fiscal year and it has not filed an annual report for the fiscal year in which the offering statement was qualified, the Company otherwise meets the requirements to suspend its reporting obligations under Rule 257(d) of Regulation A. Since the Offering Circular was qualified on October 8, 2024, the Company has filed all reports required to be filed under Rule 257(b) of Regulation A. In addition, as of the date hereof, the Company’s common shares are held by less than 300 shareholders of record. Prior Analogous Relief to Issuers In an analogous context, Rule 12h-3 under the Exchange Act allows a reporting company to suspend its reporting obligations under Section 15(d) of the Exchange Act where it is current in its reporting, there are less than 300 shareholders, and it has not filed a registration statement relating to a class of securities that had become effective during the fiscal year for which the issuer seeks to suspend reporting. In connection with Staff Legal Bulletin No. 18 and no-action letters requesting relief from the requirements of Rule 12h-3(c), the Staff has repeatedly expressed the view that Rule 12h-3(c) of the Exchange Act does not preclude an issuer from suspending its Section 15(d) reporting obligation when a Securities Act registration statement relating to that class became effective or was required to be updated by Section 10(a)(3) during the time period specified in Rule 12h-3(c), if the issuer does not issue any securities pursuant to the registration statement.4 In this type of situation, the Staff has also repeatedly expressed the view that continued Exchange Act reporting no longer serves the purposes underlying Section 15(d) and Rule 12h-3 because there are either no public shareholders or no longer any public shareholders of the class of securities for which there is a Section 15(d) reporting obligation, thereby making the benefits of periodic reporting not commensurate with the burdens imposed. 5 The Staff has also expressed similar policy rationales and considerations in connection with granting noaction relief to issuers that desire to suspend their reporting obligations under Section 15(d) in situations where securities issued pursuant to the subject registration statement were no longer outstanding, such as due to a redemption of those securities.6 The Company believes its facts and circumstances are sufficiently similar to the situations addressed by the Staff above that relief from the Regulation A ongoing reporting obligations should be granted. As noted above, the Company was not subject to Regulation A reporting obligations, or any other reporting obligations under the Exchange Act, prior to the Offering Circular being qualified. The Company has no shareholders that hold securities issued pursuant to Regulation A, thus the reporting obligations under
Regulation A would not serve the purposes underlying Regulation A because there are no holders of Company securities to whom the required ongoing reporting obligations are intended to benefit and there is no secondary market that has, or could, develop as a result of the Regulation A offering. Conclusion and Request For the foregoing reasons, the Company respectfully requests that the Staff confirm that it will not recommend to the Commission that the Commission take enforcement action if the Company (i) does not submit ongoing reports required by Rule 257(b) of Regulation A and (ii) files a Form 1-Z in reliance on Rule 257(d) of Regulation A to suspend its reporting obligations on or before June 30, 2025, the due date for the Company’s semiannual report for the Company’s current fiscal year, notwithstanding the provisions of Rule 257(d)(4)(i) and (ii) of Regulation A. If the Staff contemplates issuing a response that differs from the Company’s views set forth above, we respectfully request the opportunity for a conference to discuss our views with the Staff further. If you require 4 See Division of Corporation Finance Exchange Act Rule 12h-3: Staff Legal Bulletin No. 18. 5 Id. 6 See Goodman Global Group, Inc, December 14, 2010.

additional information, of if there is anything we can do to facilitate the Staff’s consideration of the foregoing, please contact me at (585) 231-1248. Very truly yours, Harter Secrest & Emery LLP /s/ Alexander R. McClean Alexander R. McClean DIRECT DIAL: 585.231.128 EMAIL: AMCCLEAN@HSELAW.COM

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