United States securities and exchange commission logo
February 9, 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. 3 to
Registration Statement on Form F-4
Filed February 8,
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.
Unless we note
otherwise, our references to prior comments are to comments in our
February 4, 2022 letter.
Form F-4 Amendment #3 filed February 8, 2022
Selected Unaudited Condensed Combined Pro Forma Financial Information
Note 4. Earnings (Loss) Per Share, page 44
1. We note your expanded
disclosure provided in response to prior comment 1. Please revise
your pro forma earnings
per share information for the year ended December 31, 2020 to
appropriately include
the impact of the issuance of the 7,646,002 preferred shares
expected to be issued
prior to the Business Combination. In this regard, the weighted
average number of
shares outstanding during the period should be adjusted to give effect
to any shares that have
been or will be issued to consummate the transaction as if the
shares were outstanding
as of the beginning of the period presented.
Dvir Cohen
Memic Innovative Surgery Ltd.
February 9, 2022
Page 2
Index to Financial Statements
Unaudited Interim Financial Statements, page F-1
2. We note that you have restated Memic's June 30, 2021 interim financial
statements to
reflect an update made in the Company s valuation of its preferred
and ordinary
shares. Please label the respective financial statements that changed
"As Restated" in
order to acknowledge the correction. Ensure the 2021 column headings
within the
impacted financial statements are also labeled "As Restated".
Note 15. Net Loss Per Share Attributable to Ordinary Shareholders, page F-25
3. We note your response to prior comment 3. Please respond to the
following:
Provide us with a table showing the number of options granted, the
exercise price of
the options granted, and the share price of your common stock each
time the options
were granted in 2015, 2016, and up until February 2018.
To the extent the exercise price was equal to the share price of
common stock at the
time of the option grant, please explain how you concluded the
exercise price was
non-substantive.
Tell us whether you believe there is a requirement to continually
assess whether you
granted options with little consideration throughout the life of
option or only at the
time of grant. To the extent you believe you are required to
continually assess
whether vested options were granted with little consideration, tell
us whether you
believe these options should be excluded from basic earnings per
share if your stock
price declined closer to $0.01 per share.
In evaluating whether the options were granted with little
consideration, tell us how
you considered the fact that the options were granted with a four
year vesting
condition. For example, tell us whether you consider the future
service requirement
as a form of consideration, and if so, explain how.
Explain in more detail how your policy would apply to your other
option grants in the
future. For example, you granted options with exercise prices of
$0.27 per share and
$0.10-$0.12 per share in the year ended December 31, 2019 and 2020,
respectively.
Tell us whether you would include the options, once vested, in your
basic earnings
FirstName LastNameDvir
per share if yourCohen
stock price was over a certain dollar threshold?
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Innovative To the Ltd.
extent you would not include
these options in basic
earnings per
February 9, 2022 Page 2 share in the future, tell us why.
FirstName LastName
Dvir Cohen
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Memic Innovative SurgeryCohen
Ltd.
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February 2022 Innovative Surgery Ltd.
February
Page 3 9, 2022 Page 3
FirstName LastName
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,
Division of
Corporation Finance
Office of Life
Sciences
cc: Robert Grossman