SEC Company Response from HIGH WIRE NETWORKS, (HWNI) — Jul 18, 2017
HIGH WIRE NETWORKS, INC.
Date: July 18, 2017 · CIK: 0001413891 · Accession: 0001213900-17-007713
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-53461
Referenced dates: July 11, 2017
Letter
Division of Corporation Finance Preliminary Proxy Statement on Schedule 14A Filed May 25, 2017 File No. 000-53461
Re: Mantra Venture Group Ltd.
Dear Mr. Kruczek:
On behalf of our client, Mantra Venture Group Ltd., a British Columbia corporation (the “Company”), we hereby submit this letter in response to the comments set forth in that certain letter dated July 11, 2017 (the “Comment Letter”) from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the Company relating to Preliminary Proxy Statement on Schedule 14A that the Company filed with the Commission on May 25, 2017 (File No. 000-53461) (the “Proxy Statement”). The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter. To facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below.
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 page 10.
Response
In response to the Staff’s comments, the Company has amended the Proxy Statement to note that Roger Ponder and Keith Hayter hold a sufficient number of the Company’s outstanding common shares to constitute a quorum.
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.”
Response
In response to the Staff’s comments, the Company has amended the Proxy Statement to remove the reference to “votes properly cast on the matter.”
Proposal 1, page 2
3. We note the proposal you added 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 understandings regarding the issuance of the preferred stock, please describe the intended transaction and effect thereof on the rights of existing security holders in your disclosure.
Response
In response to the Staff’s comments, the Company notes that, while the Company is authorized to issue preferred stock, the specific rights and restrictions of such class of stock have not been articulated in its articles, nor the manner of how such rights and restrictions are to be formulated or authorized. We have amended the Proxy Statement to incorporate a broader amendment to the articles bestowing such authority onto the Company’s Board of Directors. In connection with the authorization and issuance of any class or series of preferred stock, the Company shall file a document analogous to a certificate of designation with the proper authorities under the laws of British Columbia.
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.
Response
Please note our response to the foregoing Question 3.
If you have any further questions or comments, or would like to discuss this response letter or the amended Proxy Statement, please feel free to call me at (212) 326-0820.
Sincerely,
/s/
M. Ali Panjwani
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CORRESP
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filename1.htm
BY EDGAR
July
18, 2017
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F. Street, N.E., Mail Stop 4546
Washington,
D.C. 20549
Attn:
Geoff Kruczek
Re:
Mantra Venture Group Ltd.
Preliminary
Proxy Statement on Schedule 14A
Filed
May 25, 2017
File
No. 000-53461
Dear
Mr. Kruczek:
On
behalf of our client, Mantra Venture Group Ltd., a British Columbia corporation (the “Company”), we hereby
submit this letter in response to the comments set forth in that certain letter dated July 11, 2017 (the “Comment Letter”)
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
to the Company relating to Preliminary Proxy Statement on Schedule 14A that the Company filed with the Commission on May 25, 2017
(File No. 000-53461) (the “Proxy Statement”). The headings and numbered paragraphs of this letter correspond
to the headings and paragraph numbers contained in the Comment Letter. To facilitate the Staff’s review, we have reproduced
the text of the Staff’s comments in italics below.
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 page 10.
Response
In
response to the Staff’s comments, the Company has amended the Proxy Statement to note that Roger Ponder and Keith Hayter
hold a sufficient number of the Company’s outstanding common shares to constitute a quorum.
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.”
Response
In
response to the Staff’s comments, the Company has amended the Proxy Statement to remove the reference to “votes properly
cast on the matter.”
Proposal
1, page 2
3. We
note the proposal you added 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 understandings regarding the issuance of the preferred stock, please describe the
intended transaction and effect thereof on the rights of existing security holders in
your disclosure.
Response
In
response to the Staff’s comments, the Company notes that, while the Company is authorized to issue preferred stock, the
specific rights and restrictions of such class of stock have not been articulated in its articles, nor the manner of how such
rights and restrictions are to be formulated or authorized. We have amended the Proxy Statement to incorporate a broader amendment
to the articles bestowing such authority onto the Company’s Board of Directors. In connection with the authorization and
issuance of any class or series of preferred stock, the Company shall file a document analogous to a certificate of designation
with the proper authorities under the laws of British Columbia.
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.
Response
Please
note our response to the foregoing Question 3.
If
you have any further questions or comments, or would like to discuss this response letter or the amended Proxy Statement, please
feel free to call me at (212) 326-0820.
Sincerely,
/s/
M. Ali Panjwani
M.
Ali Panjwani
Pryor
Cashman LLP
cc:
Larry Sands, Mantra Venture Group Ltd.
Gene
Levin, Pryor Cashman LLP