SEC Comment Letter 0000000000-23-001908 to Nixplay Inc (CIK 0001946957)
Nixplay Inc (CIK 0001946957)
Date: Feb. 27, 2023 · CIK: 0001946957 · Accession: 0000000000-23-001908
AI Filing Summary & Sentiment
File numbers found in text: 024-12011
Letter
United States securities and exchange commission logo February 27, 2023 Mark Palfreeman Chief Executive Officer Nixplay Inc. 12301 Whitewater Dr., Suite 115 Minnetonka, MN 55343-3932 Re:Nixplay Inc. Amendment No. 4 to Offering Statement on Form 1-A Filed on February 10, 2023 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 February 10, 2023 Dilution, page 16 1.As this is a best-efforts offering with no minimum investment required, please revise the dilution information to include a sensitivity analysis reflecting varying amounts of possible sales (e.g., 25%, 50%, 75%), to supplement the current 100% presentation. 2.Please revise to include the Bonus Shares in your calculation of the dilution of your common stock. Plan of Distribution and Selling Securityholders, page 18 3.Please disclose clearly that this offering has no minimum condition to closing and describe the implications for investors.
FirstName LastNameMark Palfreeman Comapany NameNixplay Inc. February 27, 2023 Page 2 FirstName LastName Mark Palfreeman Nixplay Inc. February 27, 2023 Page 2 Compensation of Directors and Executive Officers, page 52 4.Your disclosure that, for the fiscal year ended December 31, 2022, your current directors as a group received a total of $29,500 in compensation appears to be inconsistent with the tabular disclosure in this section. Please revise or advise. Please contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Jeanne Campanelli
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United States securities and exchange commission logo
February 27, 2023
Mark Palfreeman
Chief Executive Officer
Nixplay Inc.
12301 Whitewater Dr., Suite 115
Minnetonka, MN 55343-3932
Re:Nixplay Inc.
Amendment No. 4 to Offering Statement on Form 1-A
Filed on February 10, 2023
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 February 10, 2023
Dilution, page 16
1.As this is a best-efforts offering with no minimum investment required, please revise the
dilution information to include a sensitivity analysis reflecting varying amounts of
possible sales (e.g., 25%, 50%, 75%), to supplement the current 100% presentation.
2.Please revise to include the Bonus Shares in your calculation of the dilution of your
common stock.
Plan of Distribution and Selling Securityholders, page 18
3.Please disclose clearly that this offering has no minimum condition to closing and
describe the implications for investors.
FirstName LastNameMark Palfreeman
Comapany NameNixplay Inc.
February 27, 2023 Page 2
FirstName LastName
Mark Palfreeman
Nixplay Inc.
February 27, 2023
Page 2
Compensation of Directors and Executive Officers, page 52
4.Your disclosure that, for the fiscal year ended December 31, 2022, your current directors
as a group received a total of $29,500 in compensation appears to be inconsistent with the
tabular disclosure in this section. Please revise or advise.
Please contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Jeanne Campanelli