SEC Comment Letter for BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961) (BINI) — Aug 25, 2016
BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961)
Date: Aug. 25, 2016 · CIK: 0001499961 · Accession: 0000000000-16-090068
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-212591
Letter
Mail Stop 4561 August 25, 2016 Oleg Firer Chief Executive Officer Net Element, Inc. 3363 NE 163rd St., Suite 705 North Miami Beach, Florida 33160
Re: Net Element, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 17, 2017 File No. 333-212591
Dear Mr. Firer :
We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies t o your facts and circumstances or do not be lieve 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 th is comment , we may have additional comments.
General
1. We note your sta tements throughout the document that ESOUSA Holdings is not permitted to assign its rights and obligations under the Purchase Agreement. This appears to be consistent with Section 10(g) of your purchase agreement filed as Exhibit 10.1 to your Form 8 -K filed July 12, 2016. However, you refer several times in this registration statement to ESOUSA Holdings’ “assignees” or “transferees.” You also state on page 16 that the “selling stockholder may transfer the shares of common stock.” Please revise or explai n this apparent contradiction. Refer to Question 139.16 of our Compliance & Disclosure Interpretations of the Securities Act Rules available on our website at www.sec.gov.
Oleg Firer Net Element, Inc. August 25, 2016 Page 2
You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447 , or in his absenc e, me at (202) 551 -3453 , with any questions. If you require further assistance, please contact Barbara C. Jacobs , Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Jan Woo
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Mail Stop 4561 August 25, 2016 Oleg Firer Chief Executive Officer Net Element, Inc. 3363 NE 163rd St., Suite 705 North Miami Beach, Florida 33160 Re: Net Element, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 17, 2017 File No. 333-212591 Dear Mr. Firer : We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies t o your facts and circumstances or do not be lieve 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 th is comment , we may have additional comments. General 1. We note your sta tements throughout the document that ESOUSA Holdings is not permitted to assign its rights and obligations under the Purchase Agreement. This appears to be consistent with Section 10(g) of your purchase agreement filed as Exhibit 10.1 to your Form 8 -K filed July 12, 2016. However, you refer several times in this registration statement to ESOUSA Holdings’ “assignees” or “transferees.” You also state on page 16 that the “selling stockholder may transfer the shares of common stock.” Please revise or explai n this apparent contradiction. Refer to Question 139.16 of our Compliance & Disclosure Interpretations of the Securities Act Rules available on our website at www.sec.gov. Oleg Firer Net Element, Inc. August 25, 2016 Page 2 You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447 , or in his absenc e, me at (202) 551 -3453 , with any questions. If you require further assistance, please contact Barbara C. Jacobs , Assistant Director, at (202) 551 -3730. Sincerely, /s/ Jan Woo Jan Woo Legal Branch Chief Office of Information Technologies and Services cc: Serge V. Pavluk Snell & Wilmer L.L.P.