SEC Comment Letter for BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961) (BINI) — Nov 26, 2014
BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961)
Date: Nov. 26, 2014 · CIK: 0001499961 · Accession: 0000000000-14-060536
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-199432
Letter
November 25 , 2014 Via E -mail Jonathan New Chief Executive Officer Net Element, Inc. 3363 NE 163rd Street, Suite 705 North Miami Beach, FL 33160
Re: Net Element, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed November 12, 2014 File No. 333-199432
Dear Mr. New :
We have limited our review of your amended registration statement to those 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. Unless otherwise noted, references in this letter to prior comments refer to our letter dated October 30 , 2014.
Please respond to this letter by amending your registration statement and providing the requested information. Where you do not believe our co mments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Selling Securityholders, page 10
1. Please describe the transaction(s) in which the selling shareholders acquired their shares.
2. In the last sentence of the fourth paragraph you disclaim beneficial ownership . Please remov e this disclaimer or provide us an analysis supporting your belief that Exchange Act Rule 13d -4 disclaimers are proper outside of filings on Schedules 13D and 13G. For guidance, refer to Section III.A.4 of SEC Release No. 33 -5808, which states that Rule 13d-4 permits any person to expressly declare in such person’s Schedule 13D that the filing of such a statement shall not be construed as an admission that the person is a beneficial owner of the securities covered by such statement.
3. Please tell us whether the entities in your table are broker -dealers or affiliate s of broker - dealers. Be advised that a selling stockholder registered as a broker -dealer who did not
Jonathan New Net Element, Inc. November 25 , 2014 Page 2
receive its securities as compensation for investment banking or similar services should be ide ntified as an underwriter. With respect to any selling stockholder that is an affiliate of a broker -dealer, disclose whether at the time of the purchase of the securities to be resold, the seller purchased in the ordinary course of business and had any ag reements or understandings, directly or indirectly, with any person to distribute the securities. If you are not able to so represent, please identify the selling stockholder as an underwriter.
Information In corporated by Reference, page 14
4. Please revise to specifically incorporate required filings after November 12, 2014 , such as the Form 10 -Q for the period ended September 30, 2014.
Please contact Gabriel Eckstein at (202) 551 -3286 or in his absence, the undersigned at (202) 551 -3462 with any questions. If you require further assistance, you may contact Barbara C. Jacobs, Assis tant Director, at (202) 551 -3730 .
Sincerely,
/s/ Mark P. Shuman
Show Raw Text
November 25 , 2014
Via E -mail
Jonathan New
Chief Executive Officer
Net Element, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, FL 33160
Re: Net Element, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed November 12, 2014
File No. 333-199432
Dear Mr. New :
We have limited our review of your amended registration statement to those 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. Unless otherwise noted, references in
this letter to prior comments refer to our letter dated October 30 , 2014.
Please respond to this letter by amending your registration statement and providing the
requested information. Where you do not believe our co mments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Selling Securityholders, page 10
1. Please describe the transaction(s) in which the selling shareholders acquired their shares.
2. In the last sentence of the fourth paragraph you disclaim beneficial ownership . Please
remov e this disclaimer or provide us an analysis supporting your belief that Exchange
Act Rule 13d -4 disclaimers are proper outside of filings on Schedules 13D and 13G. For
guidance, refer to Section III.A.4 of SEC Release No. 33 -5808, which states that Rule
13d-4 permits any person to expressly declare in such person’s Schedule 13D that the
filing of such a statement shall not be construed as an admission that the person is a
beneficial owner of the securities covered by such statement.
3. Please tell us whether the entities in your table are broker -dealers or affiliate s of broker -
dealers. Be advised that a selling stockholder registered as a broker -dealer who did not
Jonathan New
Net Element, Inc.
November 25 , 2014
Page 2
receive its securities as compensation for investment banking or similar services should
be ide ntified as an underwriter. With respect to any selling stockholder that is an affiliate
of a broker -dealer, disclose whether at the time of the purchase of the securities to be
resold, the seller purchased in the ordinary course of business and had any ag reements or
understandings, directly or indirectly, with any person to distribute the securities. If you
are not able to so represent, please identify the selling stockholder as an underwriter.
Information In corporated by Reference, page 14
4. Please revise to specifically incorporate required filings after November 12, 2014 , such as
the Form 10 -Q for the period ended September 30, 2014.
Please contact Gabriel Eckstein at (202) 551 -3286 or in his absence, the undersigned at
(202) 551 -3462 with any questions. If you require further assistance, you may contact Barbara
C. Jacobs, Assis tant Director, at (202) 551 -3730 .
Sincerely,
/s/ Mark P. Shuman
Mark P. Shuman
Branch Chief —Legal
cc: Via E -mail
Serge Pavluk, Esq.
Snell & Wilmer L. L.P.