August 9, 2019
Stavros G. Vizirgianakis
President and Chief Executive Officer
Misonix, Inc.
1938 New Highway
Farmingdale, New York 11735
Re: New Misonix, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed August 7, 2019
File No. 333-231797
Dear Mr. Vizirgianakis:
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 August 2,
2019 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed August 7, 2019
Background of the Transactions, page 73
1. Your revision on page 77 appears to indicate the ten-year projections
were based upon the
materials and presentation of J.P. Morgan. Please file J.P. Morgan's
consent. See the
Division of Corporation Finance's Securities Act Rules Compliance and
Disclosure
Interpretation 233.02 available on the Commission's website.
Selected Unaudited Prospective Financial Information , page 107
2. Please disclose the 2019 information that you deleted from this
amendment.
Stavros G. Vizirgianakis
FirstName LastNameStavros G. Vizirgianakis
Misonix, Inc.
Comapany2019
August 9, NameMisonix, Inc.
August 9, 2019 Page 2
Page 2
FirstName LastName
Material U.S. Federal Income Tax Consequences of the Mergers, page 113
3. We note your response to prior comment 3; however, from your revisions
to the last
sentence of the first paragraph of this section, it appears that you
continue to omit tax
consequences to holders of equity appreciation rights who may also be
holders of
membership interests. It is unclear how this omission is consistent
with Form S-4 Item
4(a)(6). Please advise or revise your disclosure and exhibits as
appropriate.
Choice of Forum, page 180
4. We note your revisions in response to prior comment 7 but continue to
note that the
disclosure on page 180 that the Court of Chancery of the State of
Delaware will be the
exclusive forum for "any state" law derivative action or proceeding
does not reconcile to
the exclusive forum provision in Annex B, or to the disclosure
regarding that provision on
pages 54 and 211, each of which indicates that the provision would
apply to "any
derivative action." Also, your reference to "any other claim for which
the federal courts
have exclusive jurisdictions" on pages 212 and B-4 does not appear to
reconcile with your
disclosure on pages 55 and 180 regarding "any claim in which exclusive
jurisdiction is
vested in a court or forum other than the Court of Chancery." Please
revise for
consistency as appropriate.
Incorporation of Certain Documents by Reference, page 216
5. It is unclear why you deleted filings previously incorporated by
reference given the
language in Form S-4 regarding incorporating reports filed since the
end of the fiscal year
covered by the Form 10-K that you have incorporated by reference.
Please revise as
appropriate.
6. Regarding your response to prior comment 12:
It continues to appear that information in at least one document
under Rule 425 is not
included in your prospectus. We note for example the paragraph
preceding the caption
"Sales Performance Supplemental Data" in the document filed May 8,
2019.
Therefore, it remains unclear why the first two sentences of the
last paragraph on page
216 are appropriate.
It appears from your response to the second bullet point of prior
comment 12 that you
believe that operating income and net income in the first year
following the
completion of the transaction will be unchanged from the amounts
projected to result
from Misonix and Solsys each operating separately during the
periods disclosed on
pages 107-108. If so, please revise your prospectus to make your
belief in this regard
clear given the statement regarding revenues in the first year
following the transaction
that you have included on page 85.
Stavros G. Vizirgianakis
FirstName LastNameStavros G. Vizirgianakis
Misonix, Inc.
Comapany2019
August 9, NameMisonix, Inc.
August 9, 2019 Page 3
Page 3
FirstName LastName
Exhibits 8.1 and 8.2, page II-5
7. We note your response to prior comment 14. It is unclear how the
revised opinions cover
all tax disclosure in your prospectus, as appropriate; we continue to
note, for example, the
disclosure on page 49. Please advise or revise as appropriate.
You may contact Eric Atallah at (202) 551-3663 or Lynn Dicker, Senior
Accountant, at
(202) 551-3616 if you have questions regarding comments on the financial
statements and
related matters. Please contact Tim Buchmiller at (202) 551-3635 or Russell
Mancuso, Legal
Branch Chief, at (202) 551-3617 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Electronics and Machinery
cc: Jonn R. Beeson, Esq.