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SEC Comment Letter for Enlivex Ltd. (ENLV) (CIK 0001596812) (ENLV) — Dec 12, 2019

Enlivex Ltd. (ENLV) (CIK 0001596812)
Date: Dec. 12, 2019 · CIK: 0001596812 · Accession: 0000000000-19-016335

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File numbers found in text: 001-36578

Date
December 12, 2019
Author
Shachar Schlosberger
Form
UPLOAD
Company
Enlivex Ltd. (ENLV) (CIK 0001596812)

Letter

December 12, 2019 Shachar Schlosberger Chief Financial Officer Enlivex Therapeutics Ltd. 14 Einstein Street Nes Ziona, Israel 7403618 Re:Enlivex Therapeutics Ltd. Form 20-F for the year ended December 31, 2018 Filed on April 30, 2019 File No. 001-36578 Dear Ms. Schlosberger: We have limited our review of your filing to the financial statements and related disclosures and 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 business days by providing the requested information or advise 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. Form 20-F for the year ended December 31, 2018 General 1.We note that on March 26, 2019 Bioblast Pharma Ltd (Bioblast) and Enlivex Therapeutics Ltd (Enlivex) consummated a merger transaction that was treated as a reverse capitalization of Bioblast with Enlivex identified as the accounting acquirer for financial accounting and reporting purposes. We further note that the information presented in your Form 20-F for the year ended December 31, 2018, including the financial statements presented in Item 18, is that of Enlivex. However, because the reverse capitalization occurred on March 26, 2019, Bioblast, as the legal acquirer and reporting entity, was required to file all its periodic reports as they become due for periods that ended before the consummation of the merger. As such, please amend your Form 20-F. Ensure your amended Form 20-F includes the required disclosures and financial statements for each Item as they relate to Bioblast, including but not limited to, an updated management assessment of the effectiveness of internal controls over financial reporting and disclosure

FirstName LastNameShachar Schlosberger Comapany NameEnlivex Therapeutics Ltd. December 12, 2019 Page 2 FirstName LastName Shachar Schlosberger Enlivex Therapeutics Ltd. December 12, 2019 Page 2 controls and procedures as of December 31, 2018. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Ameen Hamady at 202-551-3891 or in his absence, Jeanne Baker at 202-551-3691 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences

Show Raw Text
December 12, 2019
Shachar Schlosberger
Chief Financial Officer
Enlivex Therapeutics Ltd.
14 Einstein Street
Nes Ziona, Israel 7403618
Re:Enlivex Therapeutics Ltd.
Form 20-F for the year ended December 31, 2018
Filed on April 30, 2019
File No. 001-36578
Dear Ms. Schlosberger:
            We have limited our review of your filing to the financial statements and related
disclosures and 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 business days by providing the requested
information or advise 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.
Form 20-F for the year ended December 31, 2018
General
1.We note that on March 26, 2019 Bioblast Pharma Ltd (Bioblast) and Enlivex Therapeutics
Ltd (Enlivex) consummated a merger transaction that was treated as a reverse
capitalization of Bioblast with Enlivex identified as the accounting acquirer for financial
accounting and reporting purposes. We further note that the information presented in your
Form 20-F for the year ended December 31, 2018, including the financial statements
presented in Item 18, is that of Enlivex.  However, because the reverse capitalization
occurred on March 26, 2019, Bioblast, as the legal acquirer and reporting entity, was
required to file all its periodic reports as they become due for periods that ended before
the consummation of the merger. As such, please amend your Form 20-F.  Ensure your
amended Form 20-F includes the required disclosures and financial statements for each
Item as they relate to Bioblast, including but not limited to, an updated management
assessment of the effectiveness of internal controls over financial reporting and disclosure

 FirstName LastNameShachar Schlosberger
 Comapany NameEnlivex Therapeutics Ltd.
 December 12, 2019 Page 2
 FirstName LastName
Shachar Schlosberger
Enlivex Therapeutics Ltd.
December 12, 2019
Page 2
controls and procedures as of December 31, 2018.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ameen Hamady at 202-551-3891 or in his absence, Jeanne Baker at
202-551-3691 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences