SEC Comment Letter for BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961) (BINI) — Jul 20, 2017
BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961)
Date: July 20, 2017 · CIK: 0001499961 · Accession: 0000000000-17-025517
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 July 20 , 2017 Steven Wolberg Chief Legal Officer & Secretary Net Element, Inc. 3363 NE 163rd Street, Suite 705 North Miami Beach, FL 33160
Re: Net Element , Inc. Preliminary Proxy Statement on Schedule 14A Filed July 12 , 2017 File No. 001 -34887
Dear Mr. Wolberg :
We have reviewed your filing an d have the following 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 2: “Approva l of Amendment to the Company’s . . . ,” page 17
1. You state on page 20 that the number of share s reserved for issuance will be reduced proportionately. However, in the table on page 21, the number of shares reserved for issuance under “After Reverse Stock Split Assuming Certain Ratios” does not appear to have been reduced according to the various r everse stock split scenarios. Please revise or advise. Further, if not already disclosed, include the estimated number of shares issuable under the Purchase Agreement with Cobblestone Partners, LLC in the “Number of Shares Reserved for Issuance” row. Al so include a brief discussion of each purpose underlying the shares reserved for issuance.
Proposal 5: “Approval of the Issuance Pursuant to the Stock Purchase . . . ,” page 33
2. Please disclose the number of shares that you reasonably expect to issue u nder the Purchase Agreement with Cobblestone Partners, LLC based on recent closing bid prices.
Steven Wolberg Net Element, Inc. July 20, 2017 Page 2
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, ac tion or absence of action by the staff.
Please contact Bernard Nolan, Attorney -Adviser, at (202) 551 -6515 or Ji Shin , Attorney - Adviser, at (202) 551 -3579 with any questions. If you require further assistance, you may contact the undersigned at (202) 551 -3457.
Sincerely,
/s/ Maryse Mills -Apenteng
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Mail Stop 4561 July 20 , 2017 Steven Wolberg Chief Legal Officer & Secretary Net Element, Inc. 3363 NE 163rd Street, Suite 705 North Miami Beach, FL 33160 Re: Net Element , Inc. Preliminary Proxy Statement on Schedule 14A Filed July 12 , 2017 File No. 001 -34887 Dear Mr. Wolberg : We have reviewed your filing an d have the following 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 2: “Approva l of Amendment to the Company’s . . . ,” page 17 1. You state on page 20 that the number of share s reserved for issuance will be reduced proportionately. However, in the table on page 21, the number of shares reserved for issuance under “After Reverse Stock Split Assuming Certain Ratios” does not appear to have been reduced according to the various r everse stock split scenarios. Please revise or advise. Further, if not already disclosed, include the estimated number of shares issuable under the Purchase Agreement with Cobblestone Partners, LLC in the “Number of Shares Reserved for Issuance” row. Al so include a brief discussion of each purpose underlying the shares reserved for issuance. Proposal 5: “Approval of the Issuance Pursuant to the Stock Purchase . . . ,” page 33 2. Please disclose the number of shares that you reasonably expect to issue u nder the Purchase Agreement with Cobblestone Partners, LLC based on recent closing bid prices. Steven Wolberg Net Element, Inc. July 20, 2017 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, ac tion or absence of action by the staff. Please contact Bernard Nolan, Attorney -Adviser, at (202) 551 -6515 or Ji Shin , Attorney - Adviser, at (202) 551 -3579 with any questions. If you require further assistance, you may contact the undersigned at (202) 551 -3457. Sincerely, /s/ Maryse Mills -Apenteng Maryse Mills -Apenteng Special Counsel Office of Information Technologies and Services cc: Serge V. Pavluk Snell & Wilmer L.L.P.