SEC Comment Letter for QXO, (QXO) — Mar 2, 2015
QXO, Inc.
Date: March 2, 2015 · CIK: 0001236275 · Accession: 0000000000-15-012824
AI Filing Summary & Sentiment
Referenced dates: February 25, 2015
Letter
February 2 7, 2015 Via E -Mail Mark Meller Chief Executive Officer SilverSun Technologies, Inc. 5 Regent Street Livingston, NJ 07039
Re: SilverSun Technologies, Inc. Amendment No. 4 to Registration Statement on Form S -1 Filed February 27, 2015 File No. 333 -200726
Dear Mr. Meller:
We have reviewed your amended registration statement and have the following comments. Where indicated, we think you should revise your document in response to these comments. Unless otherwise noted, where a prior comment is referred to it refers to our letter dated February 25, 2015 .
Cover Page
1. Please revise to remove the total column from the table on this page, because your offering structure do es not assure that the total offering will be completed. Please also remove the statement that the funds will not be recoverable by investors if you are placed into bankruptcy or receivership as this statement is not appropriate in the context of an offer ing without a minimum component.
Risk Factors , page 8
2. Please revise to include a separately capti oned risk factor highlighting the risk s associated with the lack of a trading market for the warrants. It appears that investors may have difficulty selling their warrants due to the lack of a public trading market and that investors in warrants may be unable to recover any portion of their investment due the possibility that a market for the warrants may never develop.
Executive Compensation , page 41
3. Please revise to provide the information required by Item 40 2 of Regulation S -K for the fiscal year 2014. For guidance, refer to Question 1 17.05 of our Regulation S -K Compliance and Disclosure Interpretations.
Mark Meller SilverSun Technologies, Inc. February 27 , 2015 Page 2
Exhibit 5.1
4. We note your response to prior comment 8 and the revisions to your legal opinion. Please revise to concisely define the warrants being of fered in the registration statement . Ensure that your opinion addresses both the placement agent warrants and the warrants that are offered to the public.
You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447, or in his absence, me at (202) 551 -3462, with any questions. If you require further assistance, please contact Barbara C. Jacobs, Assistant Director, a t (202) 551 -3730.
Sincerely,
/s/ Mark P. Shuman
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February 2 7, 2015 Via E -Mail Mark Meller Chief Executive Officer SilverSun Technologies, Inc. 5 Regent Street Livingston, NJ 07039 Re: SilverSun Technologies, Inc. Amendment No. 4 to Registration Statement on Form S -1 Filed February 27, 2015 File No. 333 -200726 Dear Mr. Meller: We have reviewed your amended registration statement and have the following comments. Where indicated, we think you should revise your document in response to these comments. Unless otherwise noted, where a prior comment is referred to it refers to our letter dated February 25, 2015 . Cover Page 1. Please revise to remove the total column from the table on this page, because your offering structure do es not assure that the total offering will be completed. Please also remove the statement that the funds will not be recoverable by investors if you are placed into bankruptcy or receivership as this statement is not appropriate in the context of an offer ing without a minimum component. Risk Factors , page 8 2. Please revise to include a separately capti oned risk factor highlighting the risk s associated with the lack of a trading market for the warrants. It appears that investors may have difficulty selling their warrants due to the lack of a public trading market and that investors in warrants may be unable to recover any portion of their investment due the possibility that a market for the warrants may never develop. Executive Compensation , page 41 3. Please revise to provide the information required by Item 40 2 of Regulation S -K for the fiscal year 2014. For guidance, refer to Question 1 17.05 of our Regulation S -K Compliance and Disclosure Interpretations. Mark Meller SilverSun Technologies, Inc. February 27 , 2015 Page 2 Exhibit 5.1 4. We note your response to prior comment 8 and the revisions to your legal opinion. Please revise to concisely define the warrants being of fered in the registration statement . Ensure that your opinion addresses both the placement agent warrants and the warrants that are offered to the public. You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447, or in his absence, me at (202) 551 -3462, with any questions. If you require further assistance, please contact Barbara C. Jacobs, Assistant Director, a t (202) 551 -3730. Sincerely, /s/ Mark P. Shuman Mark P. Shuman Branch Chief – Legal cc: Via-Email Joseph M. Lucosky, Esq. Lucosky Brookman LLP