SEC Comment Letter for HIGH WIRE NETWORKS, (HWNI) — Jul 24, 2017
HIGH WIRE NETWORKS, INC.
Date: July 24, 2017 · CIK: 0001413891 · Accession: 0000000000-17-025959
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 July 24, 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. 2 to Preliminary Proxy Statement on Schedule 14A Filed July 18, 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 believe 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.
Proposal 1, page 2
1. Revise to address the potential dilutive and anti -takeover effects of the amendment .
2. Address whether your Board has any plans to desig nate a class of preferred stock . Also, tell us whether you have any plans, arrangements or understandings regarding the issuance of any preferred stock that the Board may designate. See Schedule 14A Items 11 and 13.
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.
Roger Ponder Mantra Venture Group Ltd. July 24, 2017 Page 2
Please contact Caleb French at (202) 551 -6947 or me at (202) 551 -3617 with any questions.
Sincerely,
/s/ Russell Mancuso
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Mail Stop 3030 July 24, 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. 2 to Preliminary Proxy Statement on Schedule 14A Filed July 18, 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 believe 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. Proposal 1, page 2 1. Revise to address the potential dilutive and anti -takeover effects of the amendment . 2. Address whether your Board has any plans to desig nate a class of preferred stock . Also, tell us whether you have any plans, arrangements or understandings regarding the issuance of any preferred stock that the Board may designate. See Schedule 14A Items 11 and 13. 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. Roger Ponder Mantra Venture Group Ltd. July 24, 2017 Page 2 Please contact Caleb French at (202) 551 -6947 or me at (202) 551 -3617 with any questions. Sincerely, /s/ Russell Mancuso Russell Mancuso Branch Chief Office of Electronics and Machinery cc: Gene Levin, Esq. Pryor Cashman LLP