SEC Comment Letter 0000000000-23-006934 to OneSpan Inc. (OSPN) (CIK 0001044777) (OSPN)
OneSpan Inc. (OSPN) (CIK 0001044777)
Date: June 29, 2023 · CIK: 0001044777 · Accession: 0000000000-23-006934
AI Filing Summary & Sentiment
File numbers found in text: 000-24389
Letter
United States securities and exchange commission logo June 29, 2023 Jorge Martell Chief Financial Officer OneSpan Inc. 121 West Wacker Drive, Suite 2050 Chicago, Illinois 60601 Re:OneSpan Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Response dated June 9, 2023 File No. 000-24389 Dear Jorge Martell: We have reviewed your June 9, 2023 response to our comment letter and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 26, 2023 letter. Form 10-K for fiscal year ended December 31, 2022 Key Business Metrics and Non-GAAP Financial Measures Adjusted EBITDA, page 46 1.We note your response to prior comment 2. We continue to believe that calculations of Adjusted EBITDA that eliminate recurring cash-based compensation incurred during the ordinary course of business would be inconsistent with the guidance in Rule 100(b) of Regulation G and Q&A 100.01 of the C&DI on Non-GAAP Financial Measures. In light of the amounts involved in 2022, in future filings, please explain and quantify the cash incentive awards as a percentage of total grant date value of LTIP awards in a footnote to your reconciliation and in the MD&A, indicating that the cash component of the LTIP is not material.
FirstName LastNameJorge Martell Comapany NameOneSpan Inc. June 29, 2023 Page 2 FirstName LastName Jorge Martell OneSpan Inc. June 29, 2023 Page 2 You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
June 29, 2023
Jorge Martell
Chief Financial Officer
OneSpan Inc.
121 West Wacker Drive, Suite 2050
Chicago, Illinois 60601
Re:OneSpan Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Response dated June 9, 2023
File No. 000-24389
Dear Jorge Martell:
We have reviewed your June 9, 2023 response to our comment letter and have the
following comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
May 26, 2023 letter.
Form 10-K for fiscal year ended December 31, 2022
Key Business Metrics and Non-GAAP Financial Measures
Adjusted EBITDA, page 46
1.We note your response to prior comment 2. We continue to believe that calculations of
Adjusted EBITDA that eliminate recurring cash-based compensation incurred during the
ordinary course of business would be inconsistent with the guidance in Rule 100(b) of
Regulation G and Q&A 100.01 of the C&DI on Non-GAAP Financial Measures. In light
of the amounts involved in 2022, in future filings, please explain and quantify the cash
incentive awards as a percentage of total grant date value of LTIP awards in a footnote to
your reconciliation and in the MD&A, indicating that the cash component of the LTIP is
not material.
FirstName LastNameJorge Martell
Comapany NameOneSpan Inc.
June 29, 2023 Page 2
FirstName LastName
Jorge Martell
OneSpan Inc.
June 29, 2023
Page 2
You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology