SEC Comment Letter for Viewbix Inc. (VBIX) (CIK 0000797542) (QXL) — Dec 21, 2015
Viewbix Inc. (VBIX) (CIK 0000797542)
Date: Dec. 21, 2015 · CIK: 0000797542 · Accession: 0000000000-15-058756
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-206105
Referenced dates: October 2, 2015
Letter
Mail Stop 3561 December 21 , 2015 Liron Carmel Chief Executive Officer Emerald Medical Applications Corp . 7 Imber Street Petach Tivka, 4951141
Re: Emerald Medical Applications Corp . Amendment No. 2 to Registration Statement on Form S-1 Filed December 2, 2015 File No. 333-206105
Dear Mr. Carmel :
We have reviewed your amended registration statement 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 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 bel ieve 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. Unless we note otherwise , our references to prior comments are to comments in our October 26, 2015 letter .
General
1. We note your response to comment 1 that none of the shares currently registered were issued while you were a shell company. However, your disclosure under Item 15 appear s to indicate that some of the selling shareholders received the shares being registered prior to July 14, 2015, when you ceased being a shell company , as stated in your response letter dated October 2, 2015. Please clarify and tell us whether any of the shares being registered were issued in a transaction specified in Rule 145(a) of the Securities Act of 1933 . Please refer to SEC Rel ease 33 -8869 (2007).
2. On page 22 you indicate that Oded Gilboa is your former CFO, but elsewhere in your filing , including the signature page , Mr. Gilboa is named as your current CFO. Please revise to ensure consistency throughout your filing .
Liron Carmel Zaxis International Inc. December 21 , 2015 Page 2
Legal Proceedings, page 36
3. Please update this section to include the information in your Current Report on Form 8 -K filed December 8, 2015. Please refer to Item 103 of Regulation S -K. Also, make similar revisions to the section titl ed “Recent Sales of Unregistered Securities.”
Exhibit 5
4. Please have counsel revise the legality opinion, stating, if true, that the shares underlying the Class B Warrants, when issued, will be validly issued, fully paid, and non -assessable. See Staff Legal Bulletin No. 19 (CF) , Section II.B.1.f, which is available on our website.
Please contact Charlie Guidry, Staff Attorney , at 202 -551-3621 , Jennifer L ópez, Staff Attorney, at 202 -551-3792 , or me at 202-551-3720 with any other questions.
Sincerely,
/s/ Jennifer L ópez for
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Mail Stop 3561 December 21 , 2015 Liron Carmel Chief Executive Officer Emerald Medical Applications Corp . 7 Imber Street Petach Tivka, 4951141 Re: Emerald Medical Applications Corp . Amendment No. 2 to Registration Statement on Form S-1 Filed December 2, 2015 File No. 333-206105 Dear Mr. Carmel : We have reviewed your amended registration statement 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 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 bel ieve 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. Unless we note otherwise , our references to prior comments are to comments in our October 26, 2015 letter . General 1. We note your response to comment 1 that none of the shares currently registered were issued while you were a shell company. However, your disclosure under Item 15 appear s to indicate that some of the selling shareholders received the shares being registered prior to July 14, 2015, when you ceased being a shell company , as stated in your response letter dated October 2, 2015. Please clarify and tell us whether any of the shares being registered were issued in a transaction specified in Rule 145(a) of the Securities Act of 1933 . Please refer to SEC Rel ease 33 -8869 (2007). 2. On page 22 you indicate that Oded Gilboa is your former CFO, but elsewhere in your filing , including the signature page , Mr. Gilboa is named as your current CFO. Please revise to ensure consistency throughout your filing . Liron Carmel Zaxis International Inc. December 21 , 2015 Page 2 Legal Proceedings, page 36 3. Please update this section to include the information in your Current Report on Form 8 -K filed December 8, 2015. Please refer to Item 103 of Regulation S -K. Also, make similar revisions to the section titl ed “Recent Sales of Unregistered Securities.” Exhibit 5 4. Please have counsel revise the legality opinion, stating, if true, that the shares underlying the Class B Warrants, when issued, will be validly issued, fully paid, and non -assessable. See Staff Legal Bulletin No. 19 (CF) , Section II.B.1.f, which is available on our website. Please contact Charlie Guidry, Staff Attorney , at 202 -551-3621 , Jennifer L ópez, Staff Attorney, at 202 -551-3792 , or me at 202-551-3720 with any other questions. Sincerely, /s/ Jennifer L ópez for Mara L. Ransom Assistant Director Office of Consumer Products cc: Richard Rubin, Esq.