SEC Comment Letter for XWELL, Inc. (XWEL) (CIK 0001410428) (XWEL) — Sep 20, 2016
XWELL, Inc. (XWEL) (CIK 0001410428)
Date: Sept. 20, 2016 · CIK: 0001410428 · Accession: 0000000000-16-093543
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-213566
Letter
September 20, 2016 Mail Stop 4561 Andrew D. Perlman Chief Executive Officer FORM Holdings Corp. 780 Third Avenue, 12th Floor New York, New York 10017
Re: FORM Holdings Corp. Registration Statement on Form S-4 Filed September 9 , 2016 File No. 333-213566
Dear Mr. Perlman :
This is to advise you that we have not reviewed and will not review your registration statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Andrew D. Perlman FORM Holdings Corp. September 19 , 2016 Page 2
Please refer to Rule s 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities u nder the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact Edwin Kim, Attor ney-Advisor, at (202) 551 -3297 or me at (202) 551 -3453 with any questions.
Sincerely,
/s/ Jan Woo
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September 20, 2016 Mail Stop 4561 Andrew D. Perlman Chief Executive Officer FORM Holdings Corp. 780 Third Avenue, 12th Floor New York, New York 10017 Re: FORM Holdings Corp. Registration Statement on Form S-4 Filed September 9 , 2016 File No. 333-213566 Dear Mr. Perlman : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Andrew D. Perlman FORM Holdings Corp. September 19 , 2016 Page 2 Please refer to Rule s 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities u nder the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Edwin Kim, Attor ney-Advisor, at (202) 551 -3297 or me at (202) 551 -3453 with any questions. Sincerely, /s/ Jan Woo Jan Woo Branch Chief - Legal Office of Information Technologies and Services cc: Kenneth Koch , Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.