PEARLMAN SCHNEIDER LLP Attorneys-at-Law
2200 Corporate Boulevard, N.W., Suite 210 Boca Raton, Florida 33431-7307
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James M. Schneider, Esq. Charles B. Pearlman, Esq. Brian A. Pearlman, Esq. | Telephone (561) 362-9595 Facsimile (561) 362-9612 |
June 6, 2014
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-4631
Attn: Katherine Wray
Re: | OICco Acquisition IV, Inc. Post-Effective Amendment No. 1 to RegistrationStatement on Form S-1 FileNo. 333-165760 Filed May1, 2014 |
Dear Sirs:
On behalf of OICco Acquisition IV, Inc. (the “Company”), we hereby submit responses to the Comment Letter issued by the Staff of the Securities and Exchange Commission dated May 28, 2014. Each of our responses has been numbered to be consistent with the Comments on the Comment Letter
General
Comment 1. | Please revise to providethe disclosure requiredby Items 202, 401, 403,and 407 of RegulationS-K assuming themerger has beenconsummated. For example, you should disclose the rights and privileges of the preferredstock to beissued, the executive officers anddirectors,beneficial ownership, and corporate governancestructure of the combined company on a post-merger basis. |
Response: | We have added a section entitled “Information Assuming the Share Exchange is Consummated” on page 13 to include the disclosures required by Items 401, 403, and 407. The rights and privileges of the preferred stock is described under “Description of Securities to be Registered” on page 5 in accordance with Item 202. |
Comment 2. | We note that you have sold yourentire direct offering amount of 1,000,000shares of common stock, butMr.Dotres hasnot sold anyofhisshares in the secondary offering. Please revise to clarifywhether theoffering hasterminated, other than the reconfirmation offering for the 1,000,000 shares that have already been sold. |
United States Securities and Exchange Commission
June 6, 2014
Page2 of5
Response: | A revision has been made on page i to respond to this comment as follows: |
“The offering has terminated on April 7, 2014; other than the reconfirmation offering for the 1,000,000 shares that have already sold.”
Comment 3 | Please be awarethat any shares sold by Mr. Dotres underthisregistration statement are still subject tothe escrow requirementsofRule 419.Inthis regard, we refer youto Rule 419(e)(3)regarding theconditions for release ofdepositedsecurities and fund.Wenote furtherthat any sharesheld by Mr. Dotres that are not sold in theregistered offeringprior totheclose of themerger with VapAria willremainrestrictedsecurities,and thatthe Rule 144 safe harbor isnot availablefor theresale of securitiesissued bya shell company until suchtime as the requirements ofRule 144(i)(2) aremet. Please acknowledge your understanding oftheforegoing. |
Response: | The foregoing is acknowledged and understood. |
Comment 4. | Please advise us why you have omitted therisk factors related to theregistrant and your blank checkstructure. |
Response: | The risk factors were omitted based on precedents found on EDGAR. However, we have included the risk factors related to the registrant. |
Comment 5. | Please update yourfinancial statements tocomply with Rule8-04 ofRegulation S-X, and revise related disclosure throughoutthe filing accordingly. |
Response: | The financial statements have been updated to comply with Rule 8-04 of Regulation S-X. |
Reconfirmation Offering, page 1
Comment 6. | Please revise to disclose the amounts held in escrow in total and on a per share basis. |
Response: | Disclosure has been made on page 1 under the heading “Reconfirmation Offering” as follows: |
“The proceeds from the sale of the shares in this offering were payable to Branch Banking and Trust Company (the “Trustee” or the “Escrow Agent”) fbo OICco Acquisition IV, Inc. All subscription funds are being held in escrow by the Trustee in a non-interest bearing Trust Account. There is $20,000 held in escrow and a total of 9 million shares on a $0.02 per share basis. As of this filing no funds have been disbursed from escrow proceeds.”
United States Securities and Exchange Commission
June 6, 2014
Page3 of5
VapAria Corporation
AcquisitionCandidate,page 22
Comment 7. | On page 22, you disclose “we are inthe processoffiling and/orlicensingadditional divisionalpatents and Continuation in Part (CIP)patents derived from our current portfolio,technology and ongoingresearch anddevelopment.” However, on pages 29 and 40, you indicate thatVapAria has no employees and has commenced only organizational activities throughfiscal year 2013.Please revise to clarifywhetherthese prospectivepatentapplicationandresearch anddevelopment activities are being undertakenby VapAria, Messrs. Chong and Barkowski intheir individual capacity, ChongCorporation, or any other entity. |
Response: | Revisions have been made on page 34 in response to this comment under the heading “Exclusive License and Option to License Agreement” as follows: |
“In addition and beginning on the date of this Agreement, ongoing patent prosecution, intellectual property portfolio enhancements are being undertaken by Alexander Chong and William Bartkowski under the auspices of Chong Corporation and pursuant to Section 13 of the Agreement. This activity has continued into 2014. As of the date of this filing, Chong Corporation has not as yet provided VapAria with an invoice for costs incurred since December 31, 2013.”
ExclusiveLicense andOption toLicense Agreement, page 22
Comment 8. | Please revise to describe the termination provisions of the Exclusive License and Option to License Agreement, and clarify under what circumstances VapAria couldlose its rights to theintellectual property under theagreement. |
Response: | We have made revisions on page 34 in response to this comment under the heading “Exclusive License and Option to License Agreement. An additional risk factor, “Failure to meet Milestones” has been added on page 48. |
United States Securities and Exchange Commission
June 6, 2014
Page4 of5
Management’s Discussion and Analysis of Financial Condition and Results ofOperations,page 28
Comment 9. | On page 32, you disclose that VapAria estimatesthatit needs$1.5million to fund operations for the nextyear. Pleasereviseto provide sufficient detail asto the expenses and activities expected to befunded by thisamount. Youmay provide plan of operations disclosure for the next12months or similar disclosures as well. |
Response: | We have provided details of the expenses and activities to be funded in “Liquidity and Capital Resources” on page 42 and made revisions to the risk factor “We may have difficulty raising capital which could deprive us of necessary revenues.” on page 47. |
ExecutiveCompensationofAcquisition Candidate, page 31
Comment 10. | Please revise to clarify whetheryouplan on compensating your executive officersor directorsafter themerger.We note page 41 ofVapAria’s financial statements footnotes referencesplans tocreate a stock-based compensation plan. |
Response: | We have made revisions in the section “Information Assuming Share Exchange is Consummated” on page 13. |
Certain Relationships andRelated Transactions,page 31
Comment 11. | On pages 2, 23, and 42, you reference a $50,000loan fromVapAria’sfounders and other advances from affiliatedentities of$6,490. Please revise this section to describe thematerial termsof these and any otherrelated party transactions not already described, as required byItem404(a) and (d) of RegulationS-K.Also, VapAria’sliquidity and capital resources disclosure onpage 29 should addressitsability tomeetits obligations forthis loan. Further, pleasefilethe $50,000loan agreement as an exhibit,asrequired byItem 601(b)(10). |
Response: | In response to this comment we have made revisions to “Certain Relationships and Related Transactions” on page 45 and “Liquidity and Capital Resources” on page 42. We have also filed the Note as an exhibit. |
Security Ownership ofAcquisitionCandidate, page 31
Comment 12. | Please revise hereorinanothersection to provide a description ofVapAria’ssecurities.We refer you to Item202 ofRegulationS-K. Inparticular, please clarifywhether the preferredstock issuedtoChongCorporation hasvoting rights and dividend provisions. If so, pleaserevise VapAria’s beneficial ownership tables to reflect the total voting power ofMr. Chong and/or theChongCorporation. |
Response: | The preferred stock does not have voting rights but it does have dividend provisions. In response to this comment we have made revisions to both “Security Ownership of Acquisition Candidate” on page 45 and “Certain Relationships and Related Transactions” on page 45. |
United States Securities and Exchange Commission
June 6, 2014
Page5 of5
VapAria Risk Factors,page 32
Comment 13. | Please adda risk factorthat addresses theriskthatthe Exclusive License and Optionto License Agreementmaybe terminated ifVapAria fails tomeetits obligations underthe agreement. |
Response: | In response to this comment we have made additional disclosure under the heading “Exclusive License and Option to License Agreement” on page 34 and added a risk factor, “Failure to meet milestones.” on page 48. |
Comment 14. | Please adda risk factorthat addresses theregulatoryrisks related to VapAria’splanned businessin light of yourdisclosureon pages 23through 25that VapAria’s productsmay be subject toFDAoversight. |
Response: | In response to this comment we have made additional disclosure under the heading “Over the Counter Consumer Products” on page 38 and added a risk factor, “Certain of our products are subject to FDA oversight.” on page 49. |
Exhibits
Comment 15. | We note that Messrs. Chong and Barkowski are co-inventorsofthe patent and patent applications subject to the ExclusiveLicense and Optionto License Agreement, which they assigned to Chong Corporation.Please filethe intellectual property assignment agreement between the co-inventors and Chong Corporation as an exhibit, asrequiredby Item 601(b)(10) ofRegulationS-K. |
Response: | We have filed the assignment as an exhibit. |
Sincerely, | ||
/s/ Charles B. Pearlman | ||
Charles B. Pearlman |
CBP/sm