PEARLMAN SCHNEIDER LLP Attorneys-at-Law
2200 Corporate Boulevard, N.W., Suite 210 Boca Raton, Florida 33431-7307 |
James M. Schneider, Esq. | Telephone: (561) 362-9595 | |
Charles B. Pearlman, Esq | Facsimile: (561) 362-9612 | |
Brian A. Pearlman, Esq. |
June 30, 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. 3 to Registration Statement on Form S-1 | ||
File No. 333-165760 | ||
Filed June 11, 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 June 23, 2014. Each of our responses has been numbered to be consistent with the Comments on the Comment Letter
RiskFactors, page15
Comment 1. | Yourresponse toprior comment 11 advises that the$50,000 notefromVapAria’s founders hasbeenextended throughJuly1, 2014.Pleaseadd ariskfactortoclarify that withoutfurtherfundingyouarelikelyrequired torenegotiate ordefault onthisloan,even if themerger isapprovedandallof the escrow proceeds of $20,000areavailable to repay the loan. |
Response: | The following risk factor has been added on page 45. |
“We will require further funding to satisfy the $50,000 note from our founders. The $50,000 note from our founders has been extended through July 1, 2014. Without further funding, we will likely be required to renegotiate or default on this loan, even if the Share Exchange Agreement and Plan of Reorganization is approved and all escrow proceeds of $20,000 are available to repay the loan. There are no assurances of further funding and we are not certain that we will be able to renegotiate the loan on reasonable terms.”
United States Securities and Exchange Commission
June 6, 2014
Page2 of3
Comment 2. | We note that VapAria’s ExclusiveLicenseandOption toLicenseAgreementrequiresa payment of up to $5 million to obtainthelicenses related toyour therapeutic use-related patentsand thatyouarerequired to paya10%dividendforyour to beissuedconvertible preferred stock.Sinceboth of thesetransactions maybe paid withequity inlieu of cash, pleaseadda risk factorto discuss thepotential dilution that mayoccur ifyouare unable to raise sufficient operatingcash flow ornon-equityfinancing. |
Response: | The following risk factor has been added on page 17. |
“There is a potential dilution of our equity arising from VapAria’s Exclusive License and Option to License Agreement (the “Agreement”). Assuming the Share Exchange Agreement and Plan of Reorganization is approved, the Agreement requires payment of up to $5 million to obtain the licenses related to certain patents. In addition, we will be required to pay a 10% dividend on the to-be-issued 10% Series A convertible preferred stock. Since both of these transactions may be paid with equity in lieu of cash, the payment in equity may cause dilution to our stockholders.”
VapAria Corporation
Acquisition Candidate, page33
Comment 3. | Inyourresponse to priorcomment 7,you disclose thatyouroperationsareconductedby Alexander ChongandWilliamBartkowskithrough the ChongCorporation pursuanttoSection 13 oftheExclusiveLicenseand OptiontoLicenseAgreement.ItappearsSection 13 oftheagreement refers toexpensesandcostsrelated to patentprosecutionand the maintenanceofyour patents or patentapplications.Please clarifywhetherVapAriaconducts, or plans to conduct, anylicensing orresearchand developmentactivities,and if so, whethersuchactivitiesareoutsourced totheChongCorporation, requiringfees to be paid orreimbursement ofexpenses.In thisregard, wenote thatyour disclosure on page 41 indicates thatyou plan to applyfuturepotential proceeds to build prototypesand to market and promoteyourtechnology. |
Response: | The following insert has been added on page 33. |
“While VapAria has historically outsourced its licensing and research and development activities to Chong Corporation, it is the intention of VapAria, that upon funding, it will no longer outsource such activities requiring fees to be paid or reimbursement of expenses to the Chong Corporation.”
United States Securities and Exchange Commission
June 6, 2014
Page3 of3
Exhibits
Comment 4. | PleaserefileyourExhibits 3(c), 10(c),and 10(d),originallyfiled withyourpost-effectiveamendmentfiled onJune9, 2014, in a properelectronicformat.Wereferyou toSection 2.1 oftheEDGARFiler Manual-Volume IIandRule 102 ofRegulationS-Tforfurtherguidance. |
Response: | We have refiled Exhibits 3(c), 10(c) and 10(d) in proper electronic format. |
We have also included an updated consent from the auditor.
Under separate cover we will be requesting acceleration.
Sincerely, | ||
Charles B. Pearlman |
CBP/sm
Enclosure