SEC Company Response from FG Nexus Inc. (FGNX, FGNXP) (CIK 0001591890) (FGC) — Mar 18, 2014
FG Nexus Inc. (FGNX, FGNXP) (CIK 0001591890)
Date: March 18, 2014 · CIK: 0001591890 · Accession: 0001144204-14-016482
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-193314
Letter
United States Securities and Exchange Commission Re: 1347 Property Insurance Holdings, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed March 7, 2014 File No. 333-193314
Dear Mr. Riedler, Mr. Foley and Mr. Wyman:
On behalf of 1347 Property Insurance Holdings, Inc. (the “Company”), set forth below is the Company’s response to the comment of the staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “Commission”) received by letter, dated March 18, 2014, relating to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the Commission on March 7, 2014.
The Company plans to file via EDGAR Amendment No. 4 to the Company’s Registration Statement on Form S-1 (“Amendment No. 4”), which reflects the Company’s responses to the comments received from the Staff and certain updated information.
For ease of review, we have set forth below the comment from the Staff in bold font and the Company’s response thereto. We have also attached to this letter the relevant pages of Amendment No. 4 that have been revised to address the Staff’s comment. Capitalized terms used but not defined herein are used herein as defined in Amendment No. 4.
Dilution, page 34
1. Please refer to prior comment 2. We believe that you should disclose a net tangible book value per share that is consistent with historical amounts shown in your consolidated balance sheet at December 31, 2013, although we will not object to presenting this information assuming the pending stock split. Please revise your presentation to present pro forma net tangible book value per share, as of December 31, 2013 that includes the conversion of the Preferred Shares and full exercise of the warrants held by FMG and including the issuance of shares of common stock to Mr. Raucy upon exercise of the stock option granted to him and the concurrent one-for-one matching of the shares of common stock.
Jeffrey P. Riedler
Scot Foley
Frank Wyman
March 18, 2014
Page 2
Response: The Company has revised its historical financial statements to give effect to the stock split, which will occur on March 19, 2014, prior to the time Amendment No. 4 is filed. As a result, the net tangible book value per share as presented in the Dilution table is consistent with the historical amounts shown on the Company’s consolidated balance sheet as of December 31, 2013. Furthermore, the Company has revised the disclosure in both the Capitalization table and the Dilution table to clarify that the presentation gives effect to the conversion of the Preferred Shares and full exercise of the warrants held by FMG and includes the issuance of the shares of common stock to Mr. Raucy upon exercise of the stock option granted to him and the concurrent one-for-one matching of shares of common stock.
* * *
Please contact me at 212-547-5336 if we can provide any information or clarification in connection with the Amended Registration Statement upon its filing or this letter.
Sincerely,
/s/ Joel L. Rubinstein
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Joel
L. Rubinstein
Attorney at Law
jrubinstein@mwe.com
+1 212 547 5336
March 18, 2014
Confidentially via edgar
Jeffrey P. Riedler
Scot Foley
Frank Wyman
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: 1347 Property Insurance Holdings, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed March 7, 2014
File No. 333-193314
Dear Mr. Riedler, Mr. Foley and Mr. Wyman:
On behalf of 1347 Property Insurance Holdings,
Inc. (the “Company”), set forth below is the Company’s response to the comment of the staff (the “Staff”)
of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “Commission”)
received by letter, dated March 18, 2014, relating to Amendment No. 3 to the Company’s Registration Statement on Form S-1
filed with the Commission on March 7, 2014.
The Company plans to file via EDGAR Amendment
No. 4 to the Company’s Registration Statement on Form S-1 (“Amendment No. 4”), which reflects the Company’s
responses to the comments received from the Staff and certain updated information.
For ease of review, we have set forth below
the comment from the Staff in bold font and the Company’s response thereto. We have also attached to this letter the relevant
pages of Amendment No. 4 that have been revised to address the Staff’s comment. Capitalized terms used but not defined herein
are used herein as defined in Amendment No. 4.
Dilution, page 34
1. Please refer to prior comment 2. We believe that you should disclose a net tangible book value per share that is consistent
with historical amounts shown in your consolidated balance sheet at December 31, 2013, although we will not object to presenting
this information assuming the pending stock split. Please revise your presentation to present pro forma net tangible book value
per share, as of December 31, 2013 that includes the conversion of the Preferred Shares and full exercise of the warrants held
by FMG and including the issuance of shares of common stock to Mr. Raucy upon exercise of the stock option granted to him and the
concurrent one-for-one matching of the shares of common stock.
Jeffrey P. Riedler
Scot Foley
Frank Wyman
March 18, 2014
Page 2
Response: The Company has revised its historical
financial statements to give effect to the stock split, which will occur on March 19, 2014, prior to the time Amendment No. 4 is
filed. As a result, the net tangible book value per share as presented in the Dilution table is consistent with the historical
amounts shown on the Company’s consolidated balance sheet as of December 31, 2013. Furthermore, the Company has revised
the disclosure in both the Capitalization table and the Dilution table to clarify that the presentation gives effect to the conversion
of the Preferred Shares and full exercise of the warrants held by FMG and includes the issuance of the shares of common stock to
Mr. Raucy upon exercise of the stock option granted to him and the concurrent one-for-one matching of shares of common stock.
* * *
Please contact me at 212-547-5336 if we can provide any information
or clarification in connection with the Amended Registration Statement upon its filing or this letter.
Sincerely,
/s/ Joel L. Rubinstein
Joel L. Rubinstein
cc: Douglas N. Raucy, President and Chief Executive Officer