United States securities and exchange commission logo
January 6, 2022
Dvir Cohen
Chief Executive Officer
Memic Innovative Surgery Ltd.
6 Yoni Netanyahu Street
Or Yehuda 6037604
Israel
Re: Memic Innovative
Surgery Ltd.
Amendment No. 1 to
Registration Statement on Form F-4
Filed December 22,
2021
File No. 333-259925
Dear Mr. Cohen:
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
October 28, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-4
Selected Unaudited Condensed Combined Pro Forma Financial Information
Note 1. Basis of Presentation, page 38
1. We note that MTAC's
June 30, 2021 financial statements are not included in this proxy
statement/prospectus.
Please revise your disclosures accordingly.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information, page
39
2. Your discussion of pro
forma earnings per share herein appears contradictory to your
disclosures presented
in Note 4. Please revise these disclosures accordingly.
Dvir Cohen
FirstName LastNameDvir
Memic Innovative SurgeryCohen
Ltd.
Comapany
January NameMemic Innovative Surgery Ltd.
6, 2022
January
Page 2 6, 2022 Page 2
FirstName LastName
(F) MTAC Transaction Costs, page 40
3. Please address the need to remove the MTAC transaction costs
adjustment from your pro
forma statement of operations for the six-months ended June 30, 2021
since it
appears duplicative of the MTAC transaction costs adjustment
recognized in your annual
pro forma presentation.
Note (L) Reverse Stock Split, page 41
4. Your expanded disclosure provided in response to prior comment 13
indicates that your
split factor was determined, in part, based on an additional 7,646,002
Memic preferred
shares that are expected to be issued prior to the effective date of
the merger. Please
address the need to include the impact of these additional preferred
shares shares in your
pro forma earnings per share computations as well as your disclosures
of ownership
percentages on page 31.
(W) and (X) Price Adjustment Rights, page 42
5. Please revise to provide key assumptions utilized in determining the
fair value of the price
adjustment rights related derivative liabilities under Monte-Carlo
valuation methodology.
Note 4. Earnings (Loss) Per Share, page 44
6. Please further revise to quantify the number of shares issuable under
the price adjustment
rights that are not included in the EPS calculation.
7. In a manner similar to the six months ended June 30, 2021, please
revise to provide your
pro forma computations for earnings per share for the year ended
December 31, 2020.
Unaudited Prospective Financial Information, page 137
8. Please expand your disclosures to discuss the underlying assumptions
for your operating
expenses and EBITDA prospective financial information. Also, please
label your gross
margin line item to more transparently indicate it is calculated
without including share-
based compensation. Finally, ensure you clarify and appropriately
label your operating
expenses line item if they also exclude share-based compensation.
Certain Material U.S. Federal Income Tax Considerations
U.S. Federal Income Tax Considerations of the Business Combination., page 142
9. We note your response to prior comment 32 that you do not plan on
filing a tax opinion
supporting a conclusion that the Business Combination should be
tax-free to U.S. holders;
however, you still represent that the Company "intends" for the
Business Combination to
be considered a tax-free "reorganization" under the provisions of
Section 368(a) of the
Code. Whenever there is significant doubt about the tax consequences
of the transaction,
it is permissible for the tax opinion to use should rather than
will, but counsel
providing the opinion must explain why it cannot give a will
opinion and describe the
Dvir Cohen
Memic Innovative Surgery Ltd.
January 6, 2022
Page 3
degree of uncertainty in the opinion. Please refer to Section III.C.4 of
Staff Legal Bulletin
19.
Intellectual Property , page 194
10. We note your response to comment 36 that the "majority" of your design
and utility
patents generally relate to the structure of the Hominis Surgical System
or its
supplemental systems (such as the vaginal access kit), or methods of
training specific to
the Hominis Surgical System. Please disclose if there are any other
specific products,
product groups and technologies to which the patents discussed in this
section relate.
Memic Innovative Surgery Ltd. Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
11. Please have your auditor include its signature on the audit report as
required by PCAOB
AS 3101.10(a).
Note 15. Net Loss Per Share Attributable to Ordinary Shareholders, page F-25
12. We note your response to prior comments 15 and 42. Notwithstanding the
very low
exercise price, it is not clear that stock options should be reflected
in basic earnings per
share. Furthermore, while you reference ASC 260-10-45-13 as your basis
for including
these stock options in basic earnings per share, we note that shares
underlying options
may never be issued if the option holders do not exercise their options.
Please advise or
revise your earnings per share calculations as appropriate. Address this
comment as it
relates to your pro forma earnings per share.
Memic Innovative Surgery Ltd. Financial Statements
Note 17. Subsequent Events, page F-26
13. Please revise to disclose the actual date your financial statements were
issued for both
annual and interim periods.
You may contact Li Xiao at 202-551-4391 or Jeanne Baker at 202-551-3691
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Dillon Hagius at 202-551-7967 or Christopher Edwards at 202-551-6761 with any
other
questions.
Sincerely,
FirstName LastNameDvir Cohen
Division of
Corporation Finance
Comapany NameMemic Innovative Surgery Ltd.
Office of Life
Sciences
January 6, 2022 Page 3
cc: Robert Grossman
FirstName LastName