SEC Comment Letter for Scinai Immunotherapeutics Ltd. (SCNI) (CIK 0001611747) (SCNI) — Jan 12, 2015
Scinai Immunotherapeutics Ltd. (SCNI) (CIK 0001611747)
Date: Jan. 12, 2015 · CIK: 0001611747 · Accession: 0000000000-15-001545
AI Filing Summary & Sentiment
Reasoning
Letter
January 12, 2015 Via E -mail Ron Babecoff Chief Executive Officer BiondVax Pharmaceuticals Ltd. 14 Einstein Street Nes Ziona, Israel 74036
Re: BiondVax Pharmaceuticals Ltd. Registration Statement on Form F -1 Filed December 29, 2014 File No. 333 -201283
Dear Dr. Babecoff :
We have reviewed your registration statement 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 this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Risk Factors, page 6
1. We note your response to prior comment 12. Please expand your disclosure on page 6 to include a bullet point stating that yo ur U.S. shareholders may suffer adverse tax consequences if you are characterized as a passive foreign investment company.
Compensation, page 88
2. Please update your executive and director compensation disclosure to include the registrant’s last completed fiscal year. You should continue to provide 2 013 executive compensation information .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in
Ron Babecoff BiondVax Pharmaceuticals Ltd. January 12, 2015 Page 2
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event y ou request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Sasha Parikh at (202) 551 -3627 or Mark Brunhofer at (202) 551 -3638 if you have questions regarding comments on the financial statements and related matters. Please contact M atthew Jones at (202) 551 -3786, John Krug at (202) 551 -3862, or me at (202) 551 - 3715 with any other questions.
Sincerely,
/s/ Jeffrey P . Riedler
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January 12, 2015 Via E -mail Ron Babecoff Chief Executive Officer BiondVax Pharmaceuticals Ltd. 14 Einstein Street Nes Ziona, Israel 74036 Re: BiondVax Pharmaceuticals Ltd. Registration Statement on Form F -1 Filed December 29, 2014 File No. 333 -201283 Dear Dr. Babecoff : We have reviewed your registration statement 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 this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Risk Factors, page 6 1. We note your response to prior comment 12. Please expand your disclosure on page 6 to include a bullet point stating that yo ur U.S. shareholders may suffer adverse tax consequences if you are characterized as a passive foreign investment company. Compensation, page 88 2. Please update your executive and director compensation disclosure to include the registrant’s last completed fiscal year. You should continue to provide 2 013 executive compensation information . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in Ron Babecoff BiondVax Pharmaceuticals Ltd. January 12, 2015 Page 2 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event y ou request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Sasha Parikh at (202) 551 -3627 or Mark Brunhofer at (202) 551 -3638 if you have questions regarding comments on the financial statements and related matters. Please contact M atthew Jones at (202) 551 -3786, John Krug at (202) 551 -3862, or me at (202) 551 - 3715 with any other questions. Sincerely, /s/ Jeffrey P . Riedler Jeffrey P. Riedler Assistant Director Ron Babecoff BiondVax Pharmaceuticals Ltd. January 12, 2015 Page 3 cc: Ilan Gerzi, Adv. Tammy Zoppo, Esq. Pearl Cohen Zedek Latzer Baratz One Azrieli Center, Round Tower, 18th Floor Tel-Aviv 6702101, Israel