SEC Comment Letter for XWELL, Inc. (XWEL) (CIK 0001410428) (XWEL) — Jan 26, 2015
XWELL, Inc. (XWEL) (CIK 0001410428)
Date: Jan. 26, 2015 · CIK: 0001410428 · Accession: 0000000000-15-003927
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-34785
Letter
January 26, 2015 Via Email Ms. Anastasia Nyrkovskaya Chief Financial Officer Vringo, Inc. 780 3rd Avenue, 12th Floor New York, NY 10017
Re: Vringo, Inc. Form 10-K for the F iscal Year E nded December 3 1, 201 3 Filed March 10, 2014 Form 10 -Q for Fiscal Quarter Ended September 30, 2014 Filed November 4, 2014 Response dated J anuary 14 , 201 5 File No. 001-34785
Dear Ms. Nyrkovskaya :
We have reviewed your response letter and have the following comment . Please provide us with the requested information so we may better understand your disclosure.
Please respond to this letter within ten business days by providing the requested information or by advising us when you will provide the r equested response. If you do not believe our comment appl ies to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to the comment, we may have additional comments.
Form 10 -Q for t he period ended September 30, 2014
Note 3. Goodwill, page 10
We note your response to comment 1. Please address the following comments.
1. It appears your sole valuation technique was comprised of your market capitalization on the measurement date multiplied by an implied control premium. Explain the assessment and rationale used to conclude that current market capitalization equates to fair value.
2. Explain if you considered the use of other valuation approaches and/or multiple valuation techniques to determine fair value as promulgated by ASC 820.
Ms. Anastasia Nyrkovskaya Vringo, Inc. January 26, 2015 Page 2
3. Qualitatively explain how you evaluated and arrived at the control premium conclusion aside from measures of central tende ncies in the Biotechnology industry. In addition, explain what the control premi um represents for the buyer.
You may contact Joseph Cascarano , Senior Staff Accountant , at 202-551-3376 or Dean Suehiro , Senior Staff Accountant, a t 202-551-3384 if you have questions regarding comments on the financial statements and related matters. Please contact William Mastrianna , Attorney - Advisor, at 202-551-3778 or me at 202-551-3810 with any other questions.
Sincerely,
/s/ Robert S. Littlepage, for
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January 26, 2015 Via Email Ms. Anastasia Nyrkovskaya Chief Financial Officer Vringo, Inc. 780 3rd Avenue, 12th Floor New York, NY 10017 Re: Vringo, Inc. Form 10-K for the F iscal Year E nded December 3 1, 201 3 Filed March 10, 2014 Form 10 -Q for Fiscal Quarter Ended September 30, 2014 Filed November 4, 2014 Response dated J anuary 14 , 201 5 File No. 001-34785 Dear Ms. Nyrkovskaya : We have reviewed your response letter and have the following comment . Please provide us with the requested information so we may better understand your disclosure. Please respond to this letter within ten business days by providing the requested information or by advising us when you will provide the r equested response. If you do not believe our comment appl ies to your facts and circumstances, please tell us why in your response. After reviewing the information you provide in response to the comment, we may have additional comments. Form 10 -Q for t he period ended September 30, 2014 Note 3. Goodwill, page 10 We note your response to comment 1. Please address the following comments. 1. It appears your sole valuation technique was comprised of your market capitalization on the measurement date multiplied by an implied control premium. Explain the assessment and rationale used to conclude that current market capitalization equates to fair value. 2. Explain if you considered the use of other valuation approaches and/or multiple valuation techniques to determine fair value as promulgated by ASC 820. Ms. Anastasia Nyrkovskaya Vringo, Inc. January 26, 2015 Page 2 3. Qualitatively explain how you evaluated and arrived at the control premium conclusion aside from measures of central tende ncies in the Biotechnology industry. In addition, explain what the control premi um represents for the buyer. You may contact Joseph Cascarano , Senior Staff Accountant , at 202-551-3376 or Dean Suehiro , Senior Staff Accountant, a t 202-551-3384 if you have questions regarding comments on the financial statements and related matters. Please contact William Mastrianna , Attorney - Advisor, at 202-551-3778 or me at 202-551-3810 with any other questions. Sincerely, /s/ Robert S. Littlepage, for Larry Spirgel Assistant Direc tor