23 july sec letter akers

 21 july sec letter akers

The Company believes that the Acquisition was not an acquisition of another company as contemplated by Schedule 14A. The purpose of the Acquisition was for the Company to obtain certain license rights of Cystron under the License Agreement with Premas. Based on discussions among transaction parties, the Company determined that, in lieu of Cystron assigning its rights under the License Agreement to the Company, it would be more efficient for the Company to acquire Cystron since Cystron had no assets other than its rights under the License Agreement. More specifically, Cystron was formed on March 10, 2020 for the sole purpose of entering into the License Agreement on such date. Subsequently, Cystron had no paid employees, financial results or business operations other than activities related to the Acquisition with the Company. As such, Cystron merely served as a holding company for rights under the License Agreement, and the Company’s acquisition of Cystron was merely a legal construct to facilitate the acquisition of the license rights by the Company. Given these facts, the Company believes that the Acquisition was an acquisition of assets and not an acquisition of another company. This position is consistent with Accounting Standards Update 805 Business Combinations, which provides that if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, the asset is not considered a business. Because the license rights granted under the License Agreement were the only assets of Cystron, the Company believes that the Acquisition was an asset acquisition and not an acquisition of another business. As such, the Company’s solicitation is not for the purpose of approving the authorization of additional securities which are to be used to acquire another specified company; and, therefore, the Company believes that Note A is inapplicable to Proposal 1 and Proposal 2, and such proposals do not warrant the disclosures required by Items 11, 13 and 14.