SEC Company Response from BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961) (BINI) — Jul 21, 2015
BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961)
Date: July 21, 2015 · CIK: 0001499961 · Accession: 0001144204-15-043441
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-204840
Letter
Division of Corporation Finance Attention: Matthew Crispino, Attorney-Advisor Amendment No. 1 to Registration Statement on Form S-3 Filed July 10, 2015 File No. 333-204840
Re: Net Element, Inc.
Dear Mr. Crispino and Ms. Shin:
This letter is on behalf of Net Element, Inc. (the “Company,” “we,” “our” or “us”) in response to your verbal comments of July 17, 2015 regarding Amendment No. 1 to the Company’s Registration Statement on Form S-3 that was filed on EDGAR on July 10, 2015 (the “Registration Statement”).
For convenience of reference, we have set forth your comments in bold below, with the Company’s response following each comment.
General
1. The Company has revised the Registration Statement to remove the resale of all shares of common stock underlying the Additional Notes and Additional Warrants, however the number of the shares of common stock the resale of which is sought to be registered pursuant the Registration Statement remained 53,600,000. Please revise your registration statement as necessary to decrease the number of the shares of common stock the resale of which is sought to be registered pursuant the Registration Statement.
Company has revised the Registration Statement to decrease the number of the shares of common stock the resale of which is sought to be registered pursuant the Registration Statement from 53,600,000 shares of common stock to 40,000,000 shares of common stock. The Company calculated such number (without counting any underlying shares for Additional Notes and Additional Warrants) based upon the issued and outstanding Warrants and its estimate of the shares underlying the issued and outstanding Notes, including the interest and make whole amounts payable in common stock based on such Notes’ conversion formula for Qualifying Conversion (as defined in the Notes), taking into account the current market price of the Company common stock, plus a reasonable cushion to account for possible further decreases in the market price of the Company common stock. For purposes of such calculation, the Company assumed the conversion price of $0.2052 (i.e., 93% of the weighted average price of the Company common stock on July 20, 2015).
2. The Securities Purchase Agreement, filed as Exhibit 10.4 to the Form 8-K filed on May 1, 2015 (as amended by an Amendment No. 1 on Form 8-K/A filed on July 10, 2015), omitted the conformed signatures to such agreement.
The Company has filed on July 17, 2015 an Amendment No. 2 on Form 8-K/A (the “Form 8-K/A”) to its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2015, attaching the Securities Purchase Agreement in order to include conformed signatures in the signature pages to the Securities Purchase Agreement, filed as Exhibit 10.4 to the Form 8-K/A and incorporated into the Registration Statement by reference.
If you have any additional questions or comments, please feel free to contact me directly at 305.588.0122 or Serge V. Pavluk of Snell & Wilmer L.L.P. at 714.427.7442.
Sincerely,
/s/ Jonathan New
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CORRESP
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filename1.htm
July 21, 2015
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Matthew Crispino, Attorney-Advisor
Ji Shin, Attorney-Advisor
Re: Net Element, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed July 10, 2015
File No. 333-204840
Dear Mr. Crispino and Ms. Shin:
This letter is on behalf
of Net Element, Inc. (the “Company,” “we,” “our” or “us”) in response to your verbal
comments of July 17, 2015 regarding Amendment No. 1 to the Company’s Registration Statement on Form S-3 that was filed on
EDGAR on July 10, 2015 (the “Registration Statement”).
For convenience of
reference, we have set forth your comments in bold below, with the Company’s response following each comment.
General
1. The Company
has revised the Registration Statement to remove the resale of all shares of common stock underlying the Additional Notes and Additional
Warrants, however the number of the shares of common stock the resale of which is sought to be registered pursuant the Registration
Statement remained 53,600,000. Please revise your registration statement as necessary to decrease the number of the shares of common
stock the resale of which is sought to be registered pursuant the Registration Statement.
Company has revised
the Registration Statement to decrease the number of the shares of common stock the resale of which is sought to be registered
pursuant the Registration Statement from 53,600,000 shares of common stock to 40,000,000 shares of common stock. The Company calculated
such number (without counting any underlying shares for Additional Notes and Additional Warrants) based upon the issued and outstanding
Warrants and its estimate of the shares underlying the issued and outstanding Notes, including the interest and make whole amounts
payable in common stock based on such Notes’ conversion formula for Qualifying Conversion (as defined in the Notes), taking
into account the current market price of the Company common stock, plus a reasonable cushion to account for possible further decreases
in the market price of the Company common stock. For purposes of such calculation, the Company assumed the conversion price of
$0.2052 (i.e., 93% of the weighted average price of the Company common stock on July 20, 2015).
2. The Securities
Purchase Agreement, filed as Exhibit 10.4 to the Form 8-K filed on May 1, 2015 (as amended by an Amendment No. 1 on Form 8-K/A
filed on July 10, 2015), omitted the conformed signatures to such agreement.
The Company has filed
on July 17, 2015 an Amendment No. 2 on Form 8-K/A (the “Form 8-K/A”) to its Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 1, 2015, attaching the Securities Purchase Agreement in order to include conformed signatures
in the signature pages to the Securities Purchase Agreement, filed as Exhibit 10.4 to the Form 8-K/A and incorporated into the
Registration Statement by reference.
If you have any additional questions or
comments, please feel free to contact me directly at 305.588.0122 or Serge V. Pavluk of Snell & Wilmer L.L.P. at 714.427.7442.
Sincerely,
/s/ Jonathan New
Jonathan New
Chief Financial Officer
Net Element, Inc.