When the staff reviews a company's annual or quarterly report
they may write to it with questions about the accounting. Those letters, and
the company's replies, are published on EDGAR. Here they are grouped by the
accounting topic raised — a view EDGAR itself does not offer, because it
shows letters one filing at a time.
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the letter being written and appearing on EDGAR (range
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Reviews
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Letters
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Companies
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From the staff
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Topics are assigned by matching accounting terms in the letter,
so a letter may carry more than one and an unusual phrasing can be missed. The
letter itself, its date and the filing it reviews are read from the filing.
MD&A164
Non-GAAP measures118
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Income taxes77
Fair value69
Goodwill and impairment66
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Revenue recognition46
Inventory44
Business combinations41
Leases35
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SEC comment letter2 letters
Precigen, Inc. Form 10-K for Fiscal Year Ended December 31,
Fair valueGoodwill and impairmentInventoryMD&ANon-GAAP measuresSegment reporting
Companypublished 2026-09-10
Please tell us and revise to disclose, beginning with your Form 10-K for the year ended December 31, 2025, whether you track research and development (R&D) expenses by candidate or program and, if not, explain why not. To the extent you track any of your R&D expenses by candidate or program, provide a breakout of such amounts. For the R&D expenses you do not track by candidate or program, revise to provide a…
Please tell us what financial information is received by the CODM, and how it changed in the first quarter of 2025 and subsequent periods. · Clarify how the financial information for these reporting units is used, and how the uses of this information changed beginning in the first quarter of 2025 and subsequent periods. · Specifically identify what, if any, information is received but not regularly used, related to…
Goodwill and impairmentInventoryMD&ASegment reporting
SEC staffpublished 2026-09-10
Please tell us and revise to disclose, beginning with your Form 10-K for the year ended December 31, 2025, whether you track research and development (R&D) expenses by candidate or program and, if not, explain why not. To the extent you track any of your R&D expenses by candidate or program, provide a breakout of such amounts. For the R&D expenses you do not track by candidate or program, revise to provide a…
Please tell us what financial information is received by the CODM, and how it changed in the first quarter of 2025 and subsequent periods. Clarify how the financial information for these reporting units is used, and how the • 1. uses of this information changed beginning in the first quarter of 2025 and subsequent periods. • Specifically identify what, if any, information is received but not regularly used, related…
We note your disclosure of gross contribution and gross contribution as a percentage of revenue for each of your segments. Please explain how you determined that these were not non-GAAP measures which would require a reconciliation to the most comparable GAAP measure. In this regard, we note that you disclose segment profit as your primary measure of segment performance. As gross contribution would appear to be an…
We note your disclosure of gross contribution and gross contribution as a percentage of revenue for each of your segments. Please explain how you determined that these were not non-GAAP measures which would require a reconciliation to the most comparable GAAP measure. In this regard, we note that you disclose segment profit as your primary measure of segment performance. As gross contribution would appear to be an…
Please revise your future filings to quantify the amount of the transaction price allocated to each unsatisfied (or partially satisfied) performance obligation as of the end of each reporting period and an explanation as to the period over which you expect to recognize the remaining revenue. In this regard, we note that $35.9 million remains unrecognized as deferred revenue, and that you expect to recognize 31% of…
Please revise your 2. future filings to quantify the amount of the transaction price allocated to each unsatisfied (or partially satisfied) performance obligation as of the end of each reporting period and an explanation as to the period over which you expect to recognize the remaining revenue. In this regard, we note that $35.9 million remains unrecognized as deferred revenue, and that you expect to recognize 31%…
We note that “Other general and administrative expenses” appear to be significant. Please confirm that any categories of other expenses that exceed 5% of total expenses have been separately identified in accordance with Regulation S-X 6-07.2(b). Response: The Fund advises the Staff that for the fiscal year ended December 31, 2024, the $2,258 thousand of “Other general and administrative expenses” set forth on the…
Please explain why these amounts are recorded to the balance sheet if these amounts are subject to the standard recoupment terms. Response: The Fund advises the Staff that the “Expense Support Reimbursement” and “Due to Adviser” balances arise from different aspects of the ESA Agreement and are not duplicative. The “Expense Support Reimbursement” balance represents the cumulative Expense Payments made by the Adviser…
We note your disclosure that as part of the Relocation, on January 31, 2023, you entered into (i) an assignment and assumption agreement with AOUT, pursuant to which AOUT assumed all of your rights, entitlement, and obligations in, to, and under the Missouri Lease, or the Assignment and Assumption Agreement, and (ii) an amended and restated guaranty in favor of RCS-S&W Facility, LLC, as successor in interest to the…
We note your disclosure that as part of the Relocation, on January 31, 2023, you entered into (i) an assignment and assumption agreement with AOUT, pursuant to which AOUT assumed all of your rights, entitlement, and obligations in, to, and under the Missouri Lease, or the Assignment and Assumption Agreement, and (ii) an amended and restated guaranty in favor of RCS-S&W Facility, LLC, as successor in interest to the…
Please tell us how you computed the fiscal 2024 debt conversion expense referencing authoritative literature you relied upon. In doing so, please explain why the repurchase impacted equity as evidenced by the "Convertible Senior note repurchase" line item in your Consolidated Statements of Shareholders' Equity. Response: The Company evaluated the accounting for the 2024 convertible senior note repurchases in…
Business combinationsFair valueIncome taxesInventoryMD&ANon-GAAP measures
Companypublished 2026-09-02
Please revise subsequent filings to disclose the selected point of reference in which each of your mineral resources and mineral reserves are based, for example in situ, mill feed, saleable product, etc. as required by Item 1304(d)(1) of Regulation S-K. Response #1: The Company notes the Staff’s comment and respectfully confirms that it will revise its subsequent filings to disclose the selected point of reference…
Please revise subsequent filings to disclose the selected point of reference in which each of your mineral mineral resources and mineral reserves are based, for example in situ, mill feed, saleable product, etc. as required by Item 1304(d)(1) of Regulation S- K. 2. Please revise subsequent filings to compare each properties' mineral resources and reserves as of the end of the last fiscal year with the mineral…
Business combinationsFair valueInventoryMD&ANon-GAAP measures
Companypublished 2026-09-01
We note your response to prior comment 1 regarding the adjustment for “Acquired inventory purchase price.” However, we do not agree that this adjustment is appropriate within the context of Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please revise your presentation to remove this purchase accounting adjustment from your Adjusted net income (loss) and Adjusted…
We note your response to prior comment 5 regarding the adjustment for “Acquired inventory purchase price.” Please further clarify why you believe an adjustment for “a five-month short-term stockpile of ore that is expected to be consumed during the first year of ownership” does not change the recognition and measurement principles required to be applied in accordance with GAAP. Refer to Question 100.04 of the…
We note your response to prior comment 5 regarding the adjustment for “Acquired inventory purchase price.” Please further clarify why you believe an adjustment for “a five-month short-term stockpile of ore that is expected to be consumed during the first year of ownership” does not change the recognition and measurement principles required to be applied in accordance with GAAP. Refer to Question 100.04 of the…
We note your response to prior comment 1 regarding the adjustment for “Acquired inventory purchase price.” However, we do not agree that this adjustment is appropriate within the context of Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please revise your presentation to remove this purchase accounting adjustment from your Adjusted net income (loss) and Adjusted…
We note you revised the definition of “China” or “PRC” since your December 31, 2023 Form 20-F to include Hong Kong and Macau in the definition, consistent with the response to our prior comment letter dated August 27, 2024; however, we also note that you have extensively revised the references to the PRC to instead refer to mainland China. Please revise these references to mainland China throughout your annual…
Please tell us and revise future filings to clarify what “variations” represent in your ECL rollforwards. Response: We respectfully acknowledge the Staff’s comment and advise the Staff that we will revise future filings to clarify the nature of the “variations” line item in our ECL rollforwards. For the ECL rollforward tables presented in the 2024 Form 20-F, “variations” represent changes (increases and decreases)…
Please tell us and revise future filings to clarify what “variations” represent in your ECL rollforwards. Credit loss expense on financial assets, page 162 2. Please provide us and revise future filings to disclose a breakdown of the credit loss expense on financial assets recognized in each period presented in your filing by nature of financial asset. Also, provide us a reconciliation of the credit loss expense…
We note the disclosure of tables for adjusted cost of sales and adjusted operating expenses that each include subtotals. In future filings, please remove these totals as either does not appear to be a segment measure of profitability and would be considered a non- GAAP financial measure and should not be disclosed in the notes to the financial statements in accordance with Item 10(e)(1)(ii)(C). In closing, we remind…
We note your response to prior comment 1 regarding your adjustment for “Acquired inventory purchase price” and do not agree with your conclusion. We continue to believe that this adjustment is inconsistent with Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. As such, please remove this adjustment from your non-GAAP measures, including Adjusted net income (loss)…
We note your response to prior comment 1 regarding your adjustment for “Acquired inventory purchase price” and do not agree with your conclusion. We continue to believe that this adjustment is inconsistent with Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. As such, please remove this adjustment from your non-GAAP measures, including Adjusted net income (loss)…
We note that you attributed a (49.0)% income tax benefit to the business and asset actions in the effective tax rate reconciliation. We further note your statement that the tax benefit from the $3.7 billion pre-tax charges for business and asset actions is $695.2 million. Please provide us with a reconciliation of the tax benefit included in the effective tax rate reconciliation and the stated tax benefit with those…
We note that you present a discussion of non-GAAP measures prior to your discussion of GAAP results. Please revise to present the discussion and analysis of your GAAP measures with equal or greater prominence than your non-GAAP discussion. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and the guidance in Question 102.10(a) of the Non- GAAP Financial Measures Compliance and Disclosure Interpretations. In response to…
We note that you present a discussion of non-GAAP measures prior to your discussion of GAAP results. Please revise to present the discussion and analysis of your GAAP measures with equal or greater prominence than your non-GAAP discussion. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and the guidance in Question 102.10(a) of the Non- GAAP Financial Measures Compliance and Disclosure Interpretations. 2. We note…
Please revise accordingly. Response: The Fund hereby confirms that it will make the requested change in future filings. 6. Disclosure in “Note 3 — Agreements and Related Party Transactions — Administration Agreement” on pages 187 – 188 states, “The Administrator has elected to forgo any reimbursement for rent and other occupancy costs for the years ended December 31, 2023, 2022 and 2021.” Disclosure in “Item 7…
Fair valueGoodwill and impairmentIncome taxesInternal controlLeasesMD&ANon-GAAP measuresSegment reportingShare-based compensation
Companypublished 2026-08-26
Please revise your statements of operations to include gains on sale of intangible assets and write-downs of assets held for sale (i.e., your corporate headquarters) in operating income (loss). Otherwise, tell us in detail why ASC 610-20-45-1 and ASC 360-10-45-5 do not apply. Also, refer to ASC 360-10-15-5(b), since the intangible assets sold were no longer to be held and used. This comment also applies to your Form…
Please revise your statements of operations to include gains on sale of intangible assets and write-downs of assets held for sale (i.e., your corporate headquarters) in operating income (loss). Otherwise, tell us in detail why ASC 610-20-45-1 and ASC 360-10-45-5 do not apply. Also, refer to ASC 360-10-15-5(b), since the intangible assets sold were no longer to be held and used. This comment also applies to your Form…
Please tell us in further detail how you determined the qualitative factors overcame the quantitative significance of the errors to your Operating Income (Loss) in each of the following periods: •fiscal year ended December 31, 2023, •the three and six months ended June 30, 2025 and •the three and six months ended June 30, 2024. Also, it appears in your quantitative analysis that you have reflected the $10.3 million…
Please tell us why you omitted management’s assessment of the effectiveness of the registrant’s internal control over financial reporting, including a statement as to whether or not internal control over financial reporting is effective. Refer to Item 308(a)(3) of Regulation S-K. Please also tell us why you omitted a statement that the registered public accounting firm that audited the financial statements included…
Please tell us why you omitted management’s assessment of the effectiveness of the registrant's internal control over financial reporting, including a statement as to whether or not internal control over financial reporting is effective. Refer to Item 308(a)(3) of Regulation S-K. Please also tell us why you omitted a statement that the registered public accounting firm that audited the financial statements included…
Goodwill and impairmentIncome taxesInventoryMD&ANon-GAAP measuresSegment reporting
Companypublished 2026-08-25
We note from the tables on page 33 and 34 that you are making non-GAAP adjustments to income taxes on continuing operations. Please revise to include disclosure on how this adjustment has been calculated or determined. See Question 102.11 of the SEC Staff’s C&DI on Non-GAAP Financial Measures. The Company acknowledges the Staff’s comment and advises the Staff that the income taxes attributable to its Non-GAAP…
We note from your response to prior comment 2, that in 2024, the footprint rationalization adjustment includes $45.2m of costs related to the transformation or reconfiguration of other sites within your manufacturing and distribution network. You also state that these costs primarily related to inventory transfer costs and engineering and information technology costs to re-configure the operations, processes…
We note from your response to our prior comment 2 that the closure of the Ft. Worth site and related inventory and tooling charges were a result of your inability to fully ramp production using new automation technology and equipment. As a result, the inventory and tooling were no longer viable or usable elsewhere in the Company’s operations. Please tell us more about the decision to close the Ft. Worth plant…
We note your response to our prior comment, and continue to believe that the adjustment to your non-GAAP financial measures for the write-off of inventory related to the closure of the Ft. Worth site is not appropriate as those costs represent normal, recurring costs of operations. See Question 100.01 in the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please revise future filings…
We note from the tables on page 33 and 34 that you are making non-GAAP adjustments to income taxes on continuing operations. Please revise to include disclosure on how this adjustment has been calculated or determined. See Question 102.11 of the SEC Staff’s C&DI on Non-GAAP Financial Measures. We note from footnote (1) at the top of page 35, that the adjustment for “footprint rationalization” costs in 2024 primarily…
We note from your response to prior comment 2, that in 2024, the footprint rationalization adjustment includes $45.2m of costs related to the transformation or re- configuration of other sites within your manufacturing and distribution network. You also state that these costs primarily related to inventory transfer costs and engineering and information technology costs to re-configure the operations, processes…
We note from your response to our prior comment 2 that the closure of the Ft. Worth site and related inventory and tooling charges were a result of your inability to fully ramp production using new automation technology and equipment. As a result, the inventory and tooling were no longer viable or usable elsewhere in the Company’s operations. Please tell us more about the decision to close the Ft. Worth plant…
We note your response to our prior comment, and continue to believe that the adjustment to your non-GAAP financial measures for the write-off of inventory related to the closure of the Ft. Worth site is not appropriate as those costs represent normal, recurring costs of operations. See Question 100.01 in the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please revise future filings…
We note you generate revenue from the sale of pet products. We also note your emphasis on pet healthcare, including the provision of pharmacy, veterinary, and telehealth services. As it relates to these expanded service-based offerings, please explain your consideration of Rule 5-03(b) of Regulation S-X requiring separate presentation of revenue and costs of revenue from products, services and other revenues…
We note you generate revenue from the sale of pet products. We also note your emphasis on pet healthcare, including the provision of pharmacy, veterinary, and telehealth services. As it relates to these expanded service-based offerings, please explain your consideration of Rule 5-03(b) of Regulation S-X requiring separate presentation of revenue and costs of revenue from products, services and other revenues…
Business combinationsFair valueGoodwill and impairmentIncome taxesInventoryMD&ANon-GAAP measuresRevenue recognitionShare-based compensation
Companypublished 2026-08-11
We note the consolidated financial statements include Wuxi indie Microelectronics (“Wuxi”), a Chinese entity with approximately 59% voting controlled and approximately 34% owned by the company as of December 31, 2024, as well as Wuxi’s wholly-owned subsidiaries. Please address the following items. • Explain the equity structure of Wuxi and tell us how you determined your ownership interest and voting control. Wuxi…
We note your response to prior comment 6, including your statements that you do not present GAAP gross profit or GAAP gross margin in your Consolidated Statements of Operations because certain costs related to contract revenues are expensed as incurred and included in research and development expenses and it is not practicable to allocate such expenses to cost of sales. We also note you now believe the adjusted…
We note the consolidated financial statements include Wuxi indie Microelectronics (“Wuxi”), a Chinese entity with approximately 59% voting controlled and approximately 34% owned by the company as of December 31, 2024, as well as Wuxi’s wholly-owned subsidiaries. Please address the following items. • Explain the equity structure of Wuxi and tell us how you determined your ownership interest and voting control. Based…
We note your response to prior comment 6, including your statements that you do not present GAAP gross profit or GAAP gross margin in your Consolidated Statements of Operations because certain costs related to contract revenues are expensed as incurred and included in research and development expenses and it is not practicable to allocate such expenses to cost of sales. We also note you now believe the adjusted…
We note you no longer include active customer count given your strategic shift to focus on higher value customers that have the ability to scale. We also note you quantify and discuss the percentage increase in the number of spend customers generating over $1 million in contribution ex-TAC and the contribution ex-TAC across your top 100 customers (“customer metrics”) in your earnings calls. Please tell us whether…
Please tell us your consideration to provide a quantified discussion of total advertiser spend. In this regard, on page 47 you state that you evaluate customers’ usage of your platform and assess your market penetration and scale based on changes in revenue, contribution ex-TAC and advertiser spend. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, consistent with the…
We note you no longer include active customer count given your strategic shift to focus on higher value customers that have the ability to scale. We also note you quantify and discuss the percentage increase in the number of spend customers generating over $1 million in contribution ex-TAC and the contribution ex-TAC across your top 100 customers in your earnings calls. Please tell us whether these are key…
Please tell us your consideration to provide a quantified discussion of total advertiser spend. In this regard, on page 47 you state that you evaluate customers' usage of your platform and assess your market penetration and scale based on changes in revenue, contribution ex-TAC and advertiser spend.
Please tell us how you considered Question 100.03 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations when adjusting for interest expense while not adjusting for interest income in your non-GAAP measure, adjusted EBITDA. Background As a leading provider of HR solutions for SMBs in the U.S., one of the core services we offer is helping our clients manage their employee compensation by…
Please tell us how you considered Question 100.03 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations when adjusting for interest expense while not adjusting for interest income in your non-GAAP measure, adjusted EBITDA. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence…
Goodwill and impairmentIncome taxesMD&ASegment reporting
SEC staffpublished 2026-08-11
We note that you recorded material goodwill and intangible asset impairment charges in prior periods. We also note that the assessment of goodwill for impairment is identified by your auditor as a critical audit matter in their audit report. Based on the continued materiality of goodwill and intangible assets to your financial statements, underlying negative operating trends, and the fact that your net book value…
Business combinationsFair valueInventoryNon-GAAP measures
Companypublished 2026-08-11
We note your disclosures in Notes 4 and 15, and Form 8-K/A filed November 18, 2025, of the October 2, 2024 Asset Purchase Agreement with Ipsen Biopharmaceuticals, Inc. (“Ipsen”) for the acquisition of Increlex, which includes an obligation to purchase additional inventory over 30 months, in an amount not to exceed €15,000. Please tell us the following: ● Tell us your accounting under ASC 805 for the additional…
We note your disclosures in Notes 4 and 15, and Form 8-K/A filed November 18, 2025, of the October 2, 2024 Asset Purchase Agreement with Ipsen Biopharmaceuticals, Inc. (“Ipsen”) for the acquisition of Increlex, which includes an obligation to purchase additional inventory over 30 months, in an amount not to exceed €15,000. Please tell us the following: • Tell us your accounting under ASC 805 for the additional…
Goodwill and impairmentIncome taxesLeasesMD&ANon-GAAP measuresSegment reporting
Companypublished 2026-08-11
Please revise your disclosure as appropriate to address all material items impacting operating cash flows and their consequent effect. The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will provide analysis including underlying reasons for material changes in cash used in operating activities in future filings beginning with our quarterly period ending June 30, 2025.…
We note from your response to prior comment 11 that, to the extent your CODM members are on the board of directors of equity method investees, they may receive more detailed information directly from the management of the equity method investee. Please clarify for us what financial information your CODM regularly receive as part of their board of director role(s) and the frequency of the information received.…
Goodwill and impairmentIncome taxesLeasesMD&ANon-GAAP measuresSegment reporting
SEC staffpublished 2026-08-11
Please revise your disclosure as appropriate to address all material items impacting operating cash flows and their consequent effect. 6. You report cash used in operating activities for each year presented. Please discuss whether this is a known trend and provide related disclosures following the guidance in Item 303(b)(1)(i) of Regulation S-K and Release Nos. 33-6835 and 33-8350, specifically, the operational…
We note from your response to prior comment 11 that, to the extent your CODM members are on the board of directors of equity method investees, they may receive more detailed information directly from the management of the equity method investee. Please clarify for us what financial information your CODM regularly receive as part of their board of director role(s) and the frequency of the information received.…
Please explain how the Fund reasonably believes its assets will provide adequate cover to satisfy all its unfunded investment commitments. To the extent the Fund reasonably believes its assets will provide such adequate cover, please consider affirmatively stating so in the disclosure. Response: The Fund will include the relevant disclosure accordingly in future 10-Q and 10-K filings, as applicable. * * * September…
We note you identified a material weakness in your internal control over financial reporting but have concluded that your disclosure controls and procedures were effective. Section II.D. of SEC Release No. 33-8238 states, “disclosure controls and procedures will include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary to…
We note your response to comment 2. Please expand your disclosures to include the information required by Item 308(a)(2) and Item 308(a)(3) of Regulation S-K. The Staff’s comment is duly noted. The Company will include responsive disclosure in the Annual Report on Form 10-K for the fiscal year ending December 31, 2025 (the next periodic report that would be required to be filed by the Company). However, to amend the…
We note you identified a material weakness in your internal control over financial reporting but have concluded that your disclosure controls and procedures were effective. Section II.D. of SEC Release No. 33-8238 states, “disclosure controls and procedures will include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary to…
We note your response to comment 2. Please expand your disclosures to include the information required by Item 308(a)(2) and Item 308(a)(3) of Regulation S-K. Form 10-Q for the Quarter Ended September 30, 2025 Exhibit 31, page 29 Please expand the language included in paragraph 4 to the 302 certifications to include “and internal control over financial reporting (as defined in Exchange 2. Act Rules 13a-15(f) and…
We note your disclosure of an Adjusted EBITDA measure which is calculated as the sum of the segment Adjusted EBITDA measures less unallocated corporate expenses. Please note that the total of any segment profitability measures outside the required ASC 280 disclosure in the notes to the financial statements represents a non-GAAP financial measure and should be accompanied by appropriate disclosure under Item 10(e) of…
We note your disclosure of an Adjusted EBITDA measure which is calculated as the sum of the segment Adjusted EBITDA measures less unallocated corporate expenses. Please note that the total of any segment profitability measures outside the required ASC 280 disclosure in the notes to the financial statements represents a non-GAAP financial measure and should be accompanied by appropriate disclosure under Item 10(e) of…
We note your disclosure that special tracking preferred shares of certain subsidiaries of the Company provide BN with a redemption right to receive a preferred amount equal to the fair value of carried interest entitlement. Please tell us in detail and revise future filings to clarify how the carried interest entitlement is determined. For example, clarify if it is based on the carried interest assuming the contract…
We note your disclosure that special tracking preferred shares of certain subsidiaries of the Company provide BN with a redemption right to receive a preferred amount equal to the fair value of carried interest entitlement. Please tell us in detail and revise future filings to clarify how the carried interest entitlement is determined. For example, clarify if it is based on the carried interest assuming the contract…
Business combinationsGoodwill and impairmentIncome taxesInventoryRevenue recognitionSegment reporting
Companypublished 2026-07-15
Please revise to disclose the segment measure of profitability used by the CODM and how the CODM uses such measure in allocating resources and assessing performance. Note that for a single reportable segment entity we would generally expect that net income is the required measure. In addition, disclose the significant expense categories that are regularly provided to the CODM and included in the reported segment…
We note the proposed disclosure provided in your response to prior comment 1. Please further revise to discuss how the CODM uses the segment measure of profitability in assessing segment performance and deciding how to allocate resources. Refer to ASC 280-10-50-29(f) and the example in ASC 280-10-55-54(c). Response: The Company acknowledges the Staff’s comment. The Company proposes to further revise Note 2 (Segment…
Please revise to disclose the segment measure of profitability used by the CODM and how the CODM uses such measure in allocating resources and assessing performance. Note that for a single reportable segment entity we would generally expect that net income is the required measure. In addition, disclose the significant expense categories that are regularly provided to the CODM and included in the reported segment…
We note the proposed disclosure provided in your response to prior comment 1. Please further revise to discuss how the CODM uses the segment measure of profitability in assessing segment performance and deciding how to allocate resources. Refer to ASC 280-10-50-29(f) and the example in ASC 280-10-55-54(c). Note 14 - Concentrations, Risks, and Uncertainties (c) Unissued VAT invoices, page F-18 2. We note your…
Business combinationsCrypto assetsFair valueGoing concernGoodwill and impairmentLeases
Companypublished 2026-07-14
Please tell us how you considered these factors in determining the accounting for the transaction. Accounting Summary Variable Interest Model Considerations: Management evaluated the transaction under ASC 810 and concluded Streamex is a variable interest entity (“VIE”) and BioSig is the primary beneficiary as of closing. Accordingly, BioSig obtained the controlling financial interest at closing and is identified as…
Please revise to provide a more substantive analysis of the reasons for changes in revenue during the periods presented. Your discussion should address the impact of changes in pricing, new or expanded product lines, and to the extent possible, quantify increases driven by existing customers separate from increases attributable to new customers. We note, for example, that the Q4 2024 and Q2 2025 shareholder letters…
Please revise to provide a more substantive analysis of the reasons for changes in revenue during the periods presented. Your discussion should address the impact of changes in pricing, new or expanded product lines, and to the extent possible, quantify increases driven by existing customers separate from increases attributable to new customers. We note, for example, that the Q4 2024 and Q2 2025 shareholder letters…
We note that on December 29, 2023, you sold your 100% equity interest in Jikang Energy and Tantech Bamboo for consideration of $0.7 million and recognized a gain of $3.6 million that positively impacted income before income tax for fiscal year 2023 by 38.5%. Please tell us and expand your disclosures to explain why you have not reflected the consideration in your statement of cash flows and the facts and…
We note that on December 29, 2023, you sold your 100% equity interest in Jikang Energy and Tantech Bamboo for consideration of $0.7 million and recognized a gain of $3.6 million that positively impacted income before income tax for fiscal year 2023 by 38.5%. Please tell us and expand your disclosures to explain why you have not reflected the consideration in your statement of cash flows and the facts and…
We note from your disclosure that you exclude Hong Kong and Macau from your definition of “PRC” or “China” for the purpose of your annual report. In future filings, please revise to remove the exclusion of Hong Kong and Macau from such definition. Clarify that all the legal and operational risks associated with having operations in the People’s Republic of China (PRC) also apply to operations in Hong Kong and Macau.…
We note your proposed disclosure in response to prior comment 1. Please further revise your proposed disclosure to remove the exclusion of Hong Kong and Macau from the definition of "PRC" and "China." Revise to clearly state that all the legal and operational risks associated with having operations in the People’s Republic of China (PRC) also apply to operations and entities in Hong Kong and Macau. This disclosure…
We note that you have disclosed resources and reserves for each material property on pages 58, 68, and 77 and that these quantities are reported as materials delivered to the cement plant. Consistent with Item 1304(d)(1) of Regulation S-K, please tell us the metallurgical recovery factor(s) that can be used to convert the feed to the cement plant to the final saleable cement tonnes, and confirm that you will include…
We note that you have disclosed resources and reserves for each material property on pages 58, 68, and 77 and that these quantities are reported as materials delivered to the cement plant. Consistent with Item 1304(d)(1) of Regulation S-K, please tell us the metallurgical recovery factor(s) that can be used to convert the feed to the cement plant to the final saleable cement tonnes, and confirm that you will include…
We note that you do not include discussion of any patent rights directed to efgartigimod on page 56. To the extent any patent rights that you own or license with respect to this program are material to your business, please revise future filings to include disclosure that describes such patents or patent applications on an individual or patent family basis, or otherwise advise. ITEM 5.A. Operating and Financial…
We note your new business initiative (i.e., buy-sell orders of equipment) has significantly impacted your revenues and cost of revenues. Please address the following items. • In future filings, expand your disclosure (here and within your critical accounting policies and estimates on page 33) to clearly discuss buy-sell orders of equipment and your related accounting policies, including but not limited to gross…
We note your new business initiative (i.e., buy-sell orders of equipment) has significantly impacted your revenues and cost of revenues. Please address the following items. • In future filings, expand your disclosure (here and within your critical accounting policies and estimates on page 33) to clearly discuss buy-sell orders of equipment and your related accounting policies, including but not limited to gross…
We note you disclose that you qualify as an emerging growth company (“EGC”) and have elected not to opt out of the extended transition period for complying with new or revised accounting standards. Please be advised that the EGC accounting deferral election is not applicable to IFRS filers and revise your disclosures accordingly in future filings. The Company respectfully acknowledges the Staff’s comment. The…