SEC Comment Letter for HIGH WIRE NETWORKS, (HWNI) — Jul 11, 2017
HIGH WIRE NETWORKS, INC.
Date: July 11, 2017 · CIK: 0001413891 · Accession: 0000000000-17-024228
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 July 11 , 2017 Via E -mail Roger Ponder Chief Executive Officer Mantra Venture Group Ltd. #1562 128th Street Surrey, British Columbia, Canada V4A 3T7
Re: Mantra Venture Group Ltd. Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed June 29, 2017 File No. 000 -53461
Dear Mr. Ponder :
We have limited our review of your filing to the issues we have addressed in our 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not b elieve our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments. Our references to prior comments are to comments in our June 21, 2017 lett er.
Quorum, page 1
1. We note your response to prior comment 1. Please reconcile your revised disclosure which indicates that the two named shareholders are “holders of a majority” of your outstanding common shares with the disclosure in the table on pag e 10.
Voting Requirements, page 1
2. Please reconcile your response to prior comment 2 with the disclosure in the penultimate sentence of this section, which refers to “votes properly cast on the matter.”
Roger Pond er Mantra Venture Group Ltd. July 11, 2017 Page 2
Proposal 1 , page 2
3. We note the proposal you ad ded and the specific terms of the Series A preferred stock. Please revise to clarify the reasons for this proposal. If you have any plans, arrangements or understanding s regarding the issuance of the preferred stock, please describe the intended transact ion and effect thereof on the rights of existing security holders in your disclosure.
4. It appears from your disclosure that you are already authorized under your articles to issue preferred stock. If so, please clarify why you are seeking stockholder approval for the designation of the Series A preferred stock and the general effect of the vote to be held.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Caleb French at (202) 551 -6947 or Geoff Kruczek, Special Counsel, at (202) 551 -3641 with any questions.
Sincerely,
/s/ Geoff Kruczek for
Show Raw Text
Mail Stop 3030 July 11 , 2017 Via E -mail Roger Ponder Chief Executive Officer Mantra Venture Group Ltd. #1562 128th Street Surrey, British Columbia, Canada V4A 3T7 Re: Mantra Venture Group Ltd. Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed June 29, 2017 File No. 000 -53461 Dear Mr. Ponder : We have limited our review of your filing to the issues we have addressed in our 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not b elieve our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Our references to prior comments are to comments in our June 21, 2017 lett er. Quorum, page 1 1. We note your response to prior comment 1. Please reconcile your revised disclosure which indicates that the two named shareholders are “holders of a majority” of your outstanding common shares with the disclosure in the table on pag e 10. Voting Requirements, page 1 2. Please reconcile your response to prior comment 2 with the disclosure in the penultimate sentence of this section, which refers to “votes properly cast on the matter.” Roger Pond er Mantra Venture Group Ltd. July 11, 2017 Page 2 Proposal 1 , page 2 3. We note the proposal you ad ded and the specific terms of the Series A preferred stock. Please revise to clarify the reasons for this proposal. If you have any plans, arrangements or understanding s regarding the issuance of the preferred stock, please describe the intended transact ion and effect thereof on the rights of existing security holders in your disclosure. 4. It appears from your disclosure that you are already authorized under your articles to issue preferred stock. If so, please clarify why you are seeking stockholder approval for the designation of the Series A preferred stock and the general effect of the vote to be held. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Caleb French at (202) 551 -6947 or Geoff Kruczek, Special Counsel, at (202) 551 -3641 with any questions. Sincerely, /s/ Geoff Kruczek for Amanda Ravitz Assistant Director Office of Electronics and Machinery cc: Sarah L. Walton, Esq. Pryor Cashman LLP