SEC Comment Letter for Beyond Air, Inc. (XAIR) (CIK 0001641631) (XAIR) — May 22, 2017
Beyond Air, Inc. (XAIR) (CIK 0001641631)
Date: May 22, 2017 · CIK: 0001641631 · Accession: 0000000000-17-017876
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-216287
Referenced dates: May 2, 2017
Letter
Mail Stop 3030 May 22, 2017 Via E -mail Amir Avniel Chief Executive Officer AIT Therapeutics, Inc. 2 Ilan Ramon, Science Park Ness Ziona, 7403635 Israel
Re: AIT Therapeutics, Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed May 19, 2017 File No. 333-216287
Dear Mr. Avniel :
We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our May 17, 2017 letter .
Capitalization, page 51
1. Please revise so that capitalization is as reflected in your hist orical balance sheet as of March 31, 2017.
2. As a related matter, since the reverse merger occurred in the first quarter of 2017, the transaction should be reflected in the historical balance sheet as of March 31, 2017. Accordingly, it does not appear appr opriate to label the reverse merger transaction as pro forma. Please also revise to describe any other pro forma adjustments responsible for the differences between actual and pro forma capitalization.
Amir Avniel AIT Therapeutics, Inc. May 22 , 2017 Page 2
Audited Financial Statements as of December 31, 201 6 and 2015
3. Please revise to retroactively present the effects of the reverse merger recapitalization on equity and loss per share for all periods, consistent with the accounting for recapitalizations and the response to comment 37 in your letter dated May 2, 2017.
Exhibit 23.1
4. Please revise to provide an updated consent from your independent accountants.
You may contact Andri Carpenter at (202) 551 -3645 or Gary Todd, Senior Accountant, at (202) 551 -3605 if you have questions regarding comments on the financial statements and related matters. Please contact Heather Percival at (202) 551 -3498 or Geoff Kruczek, Special Counsel, at (202) 551 -3641 with any other questions.
Sincerely,
/s/ Geoff Kruczek for
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Mail Stop 3030 May 22, 2017 Via E -mail Amir Avniel Chief Executive Officer AIT Therapeutics, Inc. 2 Ilan Ramon, Science Park Ness Ziona, 7403635 Israel Re: AIT Therapeutics, Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed May 19, 2017 File No. 333-216287 Dear Mr. Avniel : We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our May 17, 2017 letter . Capitalization, page 51 1. Please revise so that capitalization is as reflected in your hist orical balance sheet as of March 31, 2017. 2. As a related matter, since the reverse merger occurred in the first quarter of 2017, the transaction should be reflected in the historical balance sheet as of March 31, 2017. Accordingly, it does not appear appr opriate to label the reverse merger transaction as pro forma. Please also revise to describe any other pro forma adjustments responsible for the differences between actual and pro forma capitalization. Amir Avniel AIT Therapeutics, Inc. May 22 , 2017 Page 2 Audited Financial Statements as of December 31, 201 6 and 2015 3. Please revise to retroactively present the effects of the reverse merger recapitalization on equity and loss per share for all periods, consistent with the accounting for recapitalizations and the response to comment 37 in your letter dated May 2, 2017. Exhibit 23.1 4. Please revise to provide an updated consent from your independent accountants. You may contact Andri Carpenter at (202) 551 -3645 or Gary Todd, Senior Accountant, at (202) 551 -3605 if you have questions regarding comments on the financial statements and related matters. Please contact Heather Percival at (202) 551 -3498 or Geoff Kruczek, Special Counsel, at (202) 551 -3641 with any other questions. Sincerely, /s/ Geoff Kruczek for Amanda Ravitz Assistant Director Office of Electronics and Machinery cc: Drew M. Altman, Esq. Greenberg Traurig, P.A.