SEC Comment Letter 0000000000-22-013723 to Nixplay Inc (CIK 0001946957)
Nixplay Inc (CIK 0001946957)
Date: Dec. 20, 2022 · CIK: 0001946957 · Accession: 0000000000-22-013723
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12011
Letter
United States securities and exchange commission logo December 20, 2022 Mark Palfreeman Chief Executive Officer Nixplay Inc. 12301 Whitewater Dr., Suite 115 Minnetonka, MN 55343-3932 Re:Nixplay Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed on December 6, 2022 File No. 024-12011 Dear Mark Palfreeman: We have reviewed your amended offering 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 offering 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 offering statement and the information you provide in response to these comments, we may have additional comments. Form 1-A filed December 6, 2022 Risk Factors Risks Related to our Operations in Hong Kong There may be difficulties in effecting service of legal process..., page 12 1.Your representation here that none of the Company's officers or directors are based in Hong Kong conflicts with the statement on page 14 that your CFO is currently based in Hong Kong. Please revise to clarify.
FirstName LastNameMark Palfreeman Comapany NameNixplay Inc. December 20, 2022 Page 2 FirstName LastName Mark Palfreeman Nixplay Inc. December 20, 2022 Page 2 Risks Related to the Securities in this Offering There is a possibility that our Company may lose eligibility..., page 14 2.Please describe with specificity all material consequences to you and to your investors that could result from the company losing eligibility to rely on the Regulation A exemption to conduct this offering. Additionally, include this risk factor as one of the "Selected Risks Associated with Our Business" section of your circular summary. You may contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Jeanne Campanelli
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United States securities and exchange commission logo
December 20, 2022
Mark Palfreeman
Chief Executive Officer
Nixplay Inc.
12301 Whitewater Dr., Suite 115
Minnetonka, MN 55343-3932
Re:Nixplay Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed on December 6, 2022
File No. 024-12011
Dear Mark Palfreeman:
We have reviewed your amended offering 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed December 6, 2022
Risk Factors
Risks Related to our Operations in Hong Kong
There may be difficulties in effecting service of legal process..., page 12
1.Your representation here that none of the Company's officers or directors are based in
Hong Kong conflicts with the statement on page 14 that your CFO is currently based in
Hong Kong. Please revise to clarify.
FirstName LastNameMark Palfreeman
Comapany NameNixplay Inc.
December 20, 2022 Page 2
FirstName LastName
Mark Palfreeman
Nixplay Inc.
December 20, 2022
Page 2
Risks Related to the Securities in this Offering
There is a possibility that our Company may lose eligibility..., page 14
2.Please describe with specificity all material consequences to you and to your investors that
could result from the company losing eligibility to rely on the Regulation A exemption to
conduct this offering. Additionally, include this risk factor as one of the "Selected Risks
Associated with Our Business" section of your circular summary.
You may contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Jeanne Campanelli