November 30, 2018
Dwight Carlson
Chief Executive Officer
Coherix Inc
3980 Ranchero Drive
Ann Arbor, MI 48108
Re: Coherix Inc
Dear Mr. Carlson:
We have reviewed your 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.
Offering Statement on Form 1-A filed November 5, 2018
The trade war between the United States and China . . ., page 14
1. We note the disclosure that tariffs imposed by China cover your
products. Please expand
to clarify whether you actually sell products into China, such that the
tariff would apply.
If so, quantify the amount of products that have been subject to those
tariffs.
Dilution, page 19
2. Tell us and disclose why it is appropriate to assume that all options
and warrants are
exercised in measuring dilution. Also, since you disclose that you
intend to repay
convertible notes with proceeds from the offering, please also explain
why it is
appropriate to assume conversion of convertible notes in measuring
dilution.
Results of Operations . . ., page 21
3. Please revise to clarify the effect that changes in price and volume had
on the revenues for
each period presented. Also, we note the comparative statements
regarding increases in
Predator3D revenues and license fees. Please revise to clarify the
specific amounts of
revenues and fees in the current and the prior period. Please also
revise to disclose the
Dwight Carlson
FirstName LastNameDwight Carlson
Coherix Inc
Comapany 30, 2018
November NameCoherix Inc
November 30, 2018 Page 2
Page 2
FirstName LastName
effect that revenues from other product lines, such as Robust3D and
Saber3D, had on the
results you disclose.
4. Please revise to discuss the effect on your results of operations
related to the royalty
programs mentioned on pages 47 and F-20 and F-21 and the aggregate
percentage of your
revenues you will be required to pay each year under those programs.
Also, we note the
disclosures regarding your gross profit percentage. Please revise to
clarify how gross
profit related to product sales, as opposed to gross profit inclusive
of license fees, changed
for each period presented.
Debt Repayment, page 25
5. Please revise to clarify how the information in this table is
consistent with the outstanding
obligations disclosed on page F-3, particularly with respect to the
amount that will be
"unpaid" after this offering and planned new long-term debt. For
example, if you will
have other financial obligations outstanding, such as those disclosed
on page F-3 or from
planned long-term debt, please revise to eliminate any implication to
the contrary.
Dependence on One or a Few Major Customers, page 37
6. Please expand to disclose the material terms of the licensing contract
with Panasonic, such
as the IP portfolio licensed to it, the "one application" to which the
contract relates and
applicable royalty rates. In this regard, we note that Exhibit 6.1
currently omits schedules
to that contract. Please refile a complete version of that exhibit.
Intellectual Property, page 38
7. We note the disclosure regarding 12 patents you hold and your software
technology and
hardware designs. Please revise to clarify which aspects of your
software and hardware is
covered by the patent rights referenced here. For example, we note the
acquisition of a
software platform mentioned on page 31 and subsequent creation of
i-Cite3D. We also
note the disclosure regarding your "proprietary" SHARK electronic
modules.
Related Party Transactions, page 43
8. Please expand the second paragraph to clarify whether Mr. Carlson will
receive any
payments from the proceeds of this offering for deferred compensation
owed to him.
Please also tell us how your disclosure in this section includes the
transactions referenced
on page F-14, F-16, F-17, F-20 and F-48.
Shares Eligible for Future Sale, page 49
9. Please revise the third paragraph to clarify the number of shares that
will be "freely
tradable" after this offering. Please also revise to clarify the
applicability of Rule 144 to
future resales, given Rule 144(c). Please also refer to page 186 of
Securities Act Release
No. 9741.
Dwight Carlson
Coherix Inc
November 30, 2018
Page 3
Financial Statements
Business and Operations, page F-1
10. Please expand the discussion regarding your company's ability to
continue as a going
concern to quantify the liabilities currently in default or otherwise
past due and to describe
the potential consequences to your business. Refer to ASC 205-40-50.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Julie Sherman at (202) 551-3640 or Gary Todd, Senior
Accountant at
(202) 551-3605 if you have questions regarding comments on the financial
statements and
related matters. Please contact Geoff Kruczek, Special Counsel at (202)
551-3641 or Amanda
Ravitz, Assistant Director, at (202) 551-3528 with any other questions.
Sincerely,
FirstName LastNameDwight Carlson
Division of
Corporation Finance
Comapany NameCoherix Inc
Office of
Electronics and Machinery
November 30, 2018 Page 3
cc: Jeanne Campanelli
FirstName LastName