SEC Company Response from BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961) (BINI) — Sep 26, 2014
BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961)
Date: Sept. 26, 2014 · CIK: 0001499961 · Accession: 0001144204-14-058151
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-186621
Letter
United States Securities and Exchange Commission Division of Corporation Finance United States Securities and Exchange Commission Division of Corporation Finance Re: Net Element, Inc. (formerly known as Net Element International, Inc.) Amendment No. 3 to Registration Statement on Form S-3 Filed August 29, 2014 File No. 333-186621
Dear Mr. Shuman and Mr. Griswold:
This letter is on behalf of Net Element, Inc. (the “Company,” “we,” “our” or “us”) in response to your comments of September 16, 2014 regarding the Company’s Amendment No. 3 to Registration Statement on Form S-3 (“Amendment No. 3”) that was filed on EDGAR on August 29, 2014 (such Registration Statement, as amended, the “Registration Statement”).
For convenience of reference, we have set forth your comments in bold below, with the Company’s response following each comment.
Selling Security Holders, page 9
1. Your amended registration statement seeks to register for resale approximately 10 million shares of additional common stock. Expand your disclosure to briefly describe the circumstances and transactions under which the selling shareholders acquired such shares.
The Company has expanded its disclosure by briefly describing the circumstances and transactions under which the selling shareholders acquired such shares of the Company’s common stock. Such additional disclosure was added under the heading “Selling Securityholders.”
Please note that after Amendment No. 3 to the Registration Statement was filed, Arco Group LLC sold its 1,150,000 shares of the Company’s common stock in reliance on Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), and thus is no longer a selling shareholder. Accordingly, the only selling shareholders remaining in the Registration Statement are TGR Capital LLC, MTZ Fund, LLC and MZ Capital LLC.
Please also note that after Amendment No. 3 to the Registration Statement was filed, TGR Capital LLC sold a portion of its shares of the Company’s common stock in reliance on Rule 144. Accordingly, the Registration Statement was amended to register a lesser number of shares of additional common stock.
If you have any additional questions or comments, please feel free to contact me directly at 305.588.0122, Serge Pavluk of Snell & Wilmer L.L.P. at 714.427.7442 or Joshua Schneiderman of Snell & Wilmer L.L.P. at 213.929.2545.
Sincerely,
/s/ Jonathan New
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CORRESP 1 filename1.htm September 26, 2014 Mark P. Shuman Branch Chief - Legal United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Ivan Griswold Staff Attorney United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Net Element, Inc. (formerly known as Net Element International, Inc.) Amendment No. 3 to Registration Statement on Form S-3 Filed August 29, 2014 File No. 333-186621 Dear Mr. Shuman and Mr. Griswold: This letter is on behalf of Net Element, Inc. (the “Company,” “we,” “our” or “us”) in response to your comments of September 16, 2014 regarding the Company’s Amendment No. 3 to Registration Statement on Form S-3 (“Amendment No. 3”) that was filed on EDGAR on August 29, 2014 (such Registration Statement, as amended, the “Registration Statement”). For convenience of reference, we have set forth your comments in bold below, with the Company’s response following each comment. Selling Security Holders, page 9 1. Your amended registration statement seeks to register for resale approximately 10 million shares of additional common stock. Expand your disclosure to briefly describe the circumstances and transactions under which the selling shareholders acquired such shares. The Company has expanded its disclosure by briefly describing the circumstances and transactions under which the selling shareholders acquired such shares of the Company’s common stock. Such additional disclosure was added under the heading “Selling Securityholders.” Please note that after Amendment No. 3 to the Registration Statement was filed, Arco Group LLC sold its 1,150,000 shares of the Company’s common stock in reliance on Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), and thus is no longer a selling shareholder. Accordingly, the only selling shareholders remaining in the Registration Statement are TGR Capital LLC, MTZ Fund, LLC and MZ Capital LLC. Please also note that after Amendment No. 3 to the Registration Statement was filed, TGR Capital LLC sold a portion of its shares of the Company’s common stock in reliance on Rule 144. Accordingly, the Registration Statement was amended to register a lesser number of shares of additional common stock. If you have any additional questions or comments, please feel free to contact me directly at 305.588.0122, Serge Pavluk of Snell & Wilmer L.L.P. at 714.427.7442 or Joshua Schneiderman of Snell & Wilmer L.L.P. at 213.929.2545. Sincerely, /s/ Jonathan New Jonathan New Chief Financial Officer Net Element, Inc.