United States securities and exchange commission logo
February 4, 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. 2 to
Registration Statement on Form F-4
Filed January 14,
2022
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.
F-4 Amendment #2 filed January 14, 2022
Selected Unaudited Condensed Combined Pro Forma Financial Information
Note 4. Earnings (Loss) Per Share, page 44
1. We note your response
to prior comment 4. Notwithstanding the fact that the issuance of
the 7.6 million shares
of Memic preferred shares is not part of the Business Combination,
these shares are
expected to be issued prior to the effective date of the merger. With
reference to Rule
11-01(a)(8), please explain why the pro forma impact of the issuance of
the preferred shares
would not provide material information to the MTAC shareholders
who will vote on the
Business Combination. Please address the impact this issuance will
have on the pro forma
combined financial statements. Ensure you address the
proceeds expected to be
received and the related accounting implications, including the
Dvir Cohen
Memic Innovative Surgery Ltd.
February 4, 2022
Page 2
impact on pro forma earnings per share. If material, this issuance should
be presented
separately within your pro forma financial information.
Memic Innovative Surgery Ltd. Financial Statements, page F-1
2. Please update your financial statements in accordance with Item 8.A.4 of
Form 20-F or
include the representation noted in the Instruction to Item 8.A.4:2 as an
exhibit to your
registration statement.
Note 15. Net Loss Per Share Attributable to Ordinary Shareholders, page F-25
3. We note your response to our prior comment 12. We also note that ASC
260-10-45-12C
indicates that contingently issuable shares should be included in basic
EPS only when
there is no circumstance under which those shares would not be issued and
basic EPS
should not be restated for changed circumstances. As of the end of each
period presented,
please assess and tell us the nature of any circumstances under which the
stock options
you are including in basic EPS would not be issued
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 Chris 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
February 4, 2022 Page 2
cc: Robert Grossman
FirstName LastName