101 Park Avenue Tel (212) 878-7900 www.foxrothschild.com |
February 28, 2022
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, DC 20549
Attention: | Jordan Nimitz | |
Tim Buchmiller | ||
Re: | Boon Industries, Inc. | |
Amendment No. 1. to Registration Statement on Form 10-12G | ||
Filed January 31, 2022 | ||
File No. 000-56325 |
Ladies and Gentlemen:
On behalf of our client, Boon Industries, Inc. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated February 4, 2022 (the “Comment Letter”), relating to the above referenced Registration Statement on Form 10 (the “Registration Statement”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing Amendment No. 2 thereto with this response letter. In this letter, we have recited the Staff’s comments in italicized, bold type, followed by Company’s response.
A Pennsylvania Limited Liability Partnership
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U.S. Securities and Exchange Commission
February 28, 2022
Page 2
Interim Financial Statements
Note 7 - Preferred Stock, page F-20
1. We have reviewed your responses to prior comments 6 and 12 and note that the Series A Preferred Stock has a stated value of $10.00 and is convertible into that number of shares of common stock equal to $10.00 divided by the closing market price of the common stock on the day of conversion. Based on this term, it appears that your outstanding Series A Preferred Stock should be classified as a liability (e.g., $70,061,360 as of September 30, 2021 and $196,409,000 as of December 31, 2020) under ASC 480-10-25-14(a). Please revise your financial statements accordingly, or explain why your accounting and presentation is appropriate.
The Company has revised the financial statements included in the Registration Statement to reflect the classification of the Company’s Series A Preferred Stock as a liability consistent with ASC 480-10-25-14(a).
2. We note there are 7,006,136 million shares of Series A Preferred Stock outstanding as of September 30, 2021 and that your share price recently closed at $0.0027. Based on this information and the Stated Value of $10, it appears that your Series A Preferred Stock is currently convertible into 25.9 billion common shares. Since there are only approximately 307 million common shares available for issuance, please clarify your plans regarding an increase in authorization of common shares and any impact from not having shares available under authorization to fully satisfy conversion of the preferred stock.
The Company has added disclosure on pages 20, F-21 and F-43 of the Registration Statement with respect to the need to increase its available shares of authorized common stock in light of the number of shares of Series A Preferred Stock currently outstanding.
3. Please expand your disclosures to include the conversion terms similar to your disclosure on page 21.
The Company has expanded its disclosure on page F-22 of the Registration Statement to include the conversion terms of the Series A Preferred Stock.
U.S. Securities and Exchange Commission
February 28, 2022
Page 3
Very truly yours,
/s/ Zev M. Bomrind
Zev M. Bomrind
cc: Justin Gonzalez