SEC Comment Letter 0000000000-23-012004 to Nexscient, Inc. (NXNT)
Nexscient, Inc.
Date: Nov. 2, 2023 · CIK: 0001976663 · Accession: 0000000000-23-012004
AI Filing Summary & Sentiment
File numbers found in text: 333-274532
Letter
United States securities and exchange commission logo November 2, 2023 Fred Tannous Chief Executive Officer Nexscient, Inc. 2029 Century Park East, Suite 400 Los Angeles, California 90067 Re:Nexscient, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 19, 2023 File No. 333-274532 Dear Fred Tannous: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 10, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1 General 1.We note your response to prior comment 12 and continue to believe that you are a shell company as defined in Rule 405. The definition of a shell company does not turn on the company's active pursuit of a business plan, but rather on the scope of its business operations and assets. You have not persuaded us that you have more than nominal operations. In this regard, we note that significant steps remain to be taken to develop your proposed product. Please revise your disclosure to state that you are a shell company and provide appropriate risk factor disclosure. Alternatively, in your response letter, provide a more detailed analysis to support your claim that your business operations are more than nominal. For example, provide us with further information with respect to your activities related to developing your platform and quantify expenses incurred in that regard.
FirstName LastNameFred Tannous Comapany NameNexscient, Inc. November 2, 2023 Page 2 FirstName LastName Fred Tannous Nexscient, Inc. November 2, 2023 Page 2 Please contact Megan Akst at 202-551-3407 or Kathleen Collins at 202-551-3499 if you have questions regarding comments on the financial statements and related matters. Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any other questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
November 2, 2023
Fred Tannous
Chief Executive Officer
Nexscient, Inc.
2029 Century Park East, Suite 400
Los Angeles, California 90067
Re:Nexscient, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 19, 2023
File No. 333-274532
Dear Fred Tannous:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 10, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note your response to prior comment 12 and continue to believe that you are a shell
company as defined in Rule 405. The definition of a shell company does not turn on the
company's active pursuit of a business plan, but rather on the scope of its business
operations and assets. You have not persuaded us that you have more than nominal
operations. In this regard, we note that significant steps remain to be taken to develop your
proposed product. Please revise your disclosure to state that you are a shell company and
provide appropriate risk factor disclosure. Alternatively, in your response letter, provide a
more detailed analysis to support your claim that your business operations are more than
nominal. For example, provide us with further information with respect to your activities
related to developing your platform and quantify expenses incurred in that regard.
FirstName LastNameFred Tannous
Comapany NameNexscient, Inc.
November 2, 2023 Page 2
FirstName LastName
Fred Tannous
Nexscient, Inc.
November 2, 2023
Page 2
Please contact Megan Akst at 202-551-3407 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology