United States securities and exchange commission logo
December 7, 2020
Renato Negro
Vice President and Controller
Avanos Medical, Inc.
5405 Windward Parkway, Suite 100 South
Alpharetta, Georgia 30004
Re: Avanos Medical,
Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed February 25,
2020
File No. 001-36440
Dear Mr. Negro:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
General
1. We note that your forum
selection provision in Article X, Section 1 of your Second
Amended and Restated
Certificate of Incorporation identifies a state court located within
the State of Delaware
(or, if no state court located within the State of Delaware has
jurisdiction, the
federal district court for the District of Delaware) as the exclusive forum
for certain litigation,
including any derivative action. In future filings, please disclose
whether this provision
applies to actions arising under the Securities Act or Exchange Act.
If so, please also
state that there is uncertainty as to whether a court would enforce such
provision. If the
provision applies to Securities Act claims, please also state that investors
cannot waive compliance
with the federal securities laws and the rules and regulations
thereunder. In that
regard, we note that Section 22 of the Securities Act creates concurrent
jurisdiction for
federal and state courts over all suits brought to enforce any duty or
liability created by
the Securities Act or the rules and regulations thereunder.
Renato Negro
Avanos Medical, Inc.
December 7, 2020
Page 2
Item 15. Exhibits, page 75
2. In future filings, please ensure that all documents that must filed as
exhibits are either
filed or incorporated by reference. Refer to Item 601 of Regulation
S-K. For example, we
note no plans of acquisition, reorganization, arrangement or
succession, articles of
incorporation, bylaws, instruments defining the rights of securities
holders, including
indentures, or material contracts are identified as filed or
incorporated by reference.
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.
You may contact Michael Fay at 202-551-3812 or Kate Tillan, Senior
Staff Accountant,
at 202-551-3604 if you have questions regarding comments on the financial
statements and
related matters. Please contact Ada Sarmento at 202-551-3798 or Mary Beth
Breslin, Branch
Chief, at 202-551-3625 with any other questions.
FirstName LastNameRenato Negro Sincerely,
Comapany NameAvanos Medical, Inc.
Division of
Corporation Finance
December 7, 2020 Page 2 Office of Life
Sciences
FirstName LastName