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United States securities and exchange commission logo
January 22, 2021
Phillip L. Kumnick
Chief Executive Officer
Ipsidy Inc.
670 Long Beach Boulevard
Long Beach, New York 11561
Re: Ipsidy Inc.
Preliminary Proxy
Statement on Schedule 14A
Filed January 15,
2021
File No. 000-54545
Dear Mr. Kumnick:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed January 15, 2021
Proposal No. 3, page 22
1. Please include a form
of the amendment to your certificate of incorporation that would
effect the reverse
stock split.
Proposal No. 4, page 26
2. Proposal No. 4 appears
to cover a number of material changes to your certificate of
incorporation in a
single proposal. Please revise this proposal to provide a vote for each
substantive matter
affecting shareholder rights as a separate matter. Alternatively, tell us
how you determined that
combining each of these corporate governance changes to your
certificate of
incorporation as a single matter is appropriate, including your consideration
of how each provision
change substantively affects shareholder rights.
Phillip L. Kumnick
FirstName
Ipsidy Inc. LastNamePhillip L. Kumnick
Comapany
January 22,NameIpsidy
2021 Inc.
January
Page 2 22, 2021 Page 2
FirstName LastName
Proposal No. 5, page 28
3. Please disclose whether there are any current plans to make specific
grants or awards
under the amended 2017 Incentive Stock Plan. If so, please include
the New Plan Benefits table or tell us why you do not believe that the
table is required.
Refer to Item 10(a)(2) of Schedule 14A. If there are no current plans
to make specific
awards under the plan or the benefits or amounts are not determinable,
please revise your
disclosure to provide a statement to that effect.
4. We note that you disclose the classes of persons eligible to
participate in the 2017
Incentive Stock Plan. Please revise to also disclose the approximate
number of persons in
each such class. See Item 10(a)(1) of Schedule 14A.
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 of
action by the staff.
Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or
Edwin Kim, Staff
Attorney, at (202) 551-3297 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Stephen M. Fleming, Esq.