March 3, 2020
Alexander Zwyer
Chief Executive Officer
NLS Pharmaceutics Ltd.
Alter Postplatz 2
CH-6370 Stans, Switzerland
Re: NLS Pharmaceutics Ltd.
Registration Statement on Form F-1
Filed February 28, 2020
File No. 333-236797
Dear Mr. Zwyer:
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 January 14,
2020 letter.
Registration Statement on Form F-1 filed February 28, 2020
The Offering, page 4
1. Please disclose how you will account for the Transaction Fee, including
disclosure of an
estimated dollar amount. Make conforming changes throughout the filing.
Business
Pivotal Study Development Strategy, page 64
2. We note that you label both clinical trials you are planning for
Quilience as "pivotal"
clinical trials. Please tell us why it is appropriate to use this term
for both clinical trials, or
revise the prospectus as appropriate.
Alexander Zwyer
FirstName LastNameAlexander Zwyer
NLS Pharmaceutics Ltd.
Comapany NameNLS Pharmaceutics Ltd.
March 3, 2020
Page 2
March 3, 2020 Page 2
FirstName LastName
Nolazol Clinical Trial Results
Phase 2 Pediatric Clinical Trial, page 74
3. We note your revisions in response to prior comment 11. Please further
revise to avoid
characterizing clinical trial results in terms of safety or efficacy,
such as where you
describe the results from the phase 2 pediatric trial described on
page 74.
Interim Condensed Financial Statements
Notes to the Condensed Financial Statements
Note 1. Background, page F-6
4. We have reviewed the ownership interests in the three companies prior
to the merger as
set forth in your response to prior comment 14 and note your belief
that in accordance
with ASC 805-50-30-5 this was a common controlled transaction.
However, we note
that no individual held more than 50% of the voting ownership interest
of each entity.
Please revise your disclosure to state, if true, that due to the high
degree of common
ownership amount the three companies and because individual investor's
ownership are in
substance the same after the transaction, that this was deemed to be a
nonsubstantive
merger, with no step up in basis of the assets and liabilities in the
merger.
Note 8. License Revenues, page F-13
5. We have reviewed your revised disclosures in response to prior comment
16 and have the
following additional comments:
With reference to ASC 606-10-25-19, please more fully explain how
you determined
that the promises you have identified within the contract (i.e.
the license, and
promised services with respect to (i) development and (ii)
participation in a steering
committee) are not distinct. In this regard, specifically clarify
why each good or
service promised has no value to Europharma on a stand-alone
basis;
Explain your basis for bundling these promises into your License
Performance
Obligation. Also, as required by ASC 606-10-25-31, please explain
how the use of
an input method as a measure of progress towards completion of
the License
Performance Obligation using development costs meets the overall
objective of
depicting your performance in satisfying this bundled performance
obligation.
Specifically identify the patterns of performance of each
nondistinct promise and the
judgement used in determining your stated measure of progress in
the combined
performance;
Clarify how you considered the guidance in ASC 606-10-55-50 through
55-53 in
accounting for the $2,500,000 upfront payment. In particular,
explain how you
assessed whether there was a transfer of a promised good or
service; and
Provide the disclosures required by ASC 606-10-50-17 and 50-18.
Alexander Zwyer
NLS Pharmaceutics Ltd.
March 3, 2020
Page 3
You may contact Michael Fay at 202-551-3812 or Jeanne Baker at
202-551-3691 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625
with any
other questions.
Sincerely,
FirstName LastNameAlexander Zwyer
Division of
Corporation Finance
Comapany NameNLS Pharmaceutics Ltd.
Office of Life
Sciences
March 3, 2020 Page 3
cc: Howard Berkenblit, Esq.
FirstName LastName