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United States securities and exchange commission logo
May 19, 2021
Thomas J. Gibson
Senior Vice President and Chief Financial Officer
Streamline Health Solutions, Inc.
11800 Amber Park Dr., Suite 125
Alpharetta, GA 30009
Re: Streamline Health
Solutions, Inc.
Registration
Statement on Form S-3
Filed May 3, 2021
File No. 333-255723
Dear Mr. Gibson:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 Filed May 3, 2021
General
1. You disclose on page 6
that a total of 322,303 of the 570,727 shares you are seeking to
register for resale are
shares you expect to issue in exchange for services to be furnished
pursuant to your Master
Services Agreement ( MSA ) and related statements of work
with the selling
stockholder, 180 Consulting, LLC. We note further from your Form 8-K
filed March 25, 2020,
that Section 7 of the MSA provides that either you or 180
Consulting may
terminate the MSA for any reason upon 90 days notice. Based on the
foregoing, it appears
that the selling stockholder is not irrevocably bound to purchase the
322,303 shares that
have not yet been issued. Accordingly, please revise the registration
statement to remove the
unissued shares, or provide us with your analysis as to how the
selling stockholder is
irrevocably bound to purchase the shares subject only to conditions
Thomas J. Gibson
Streamline Health Solutions, Inc.
May 19, 2021
Page 2
outside of its control. For guidance, please refer to our Compliance and
Disclosure
Interpretations, Securities Act Sections, Question 139.06.
Selling Stockholders, page 6
2. Please disclose the natural person or persons who exercise sole or shared
voting and/or
dispositive powers with respect to the shares held by 180 Consulting,
LLC.
3. Disclosure states that you may identify additional selling stockholders
in a prospectus
supplement. It appears you are relying on Rule 430B(b)(2) of Regulation C
to omit the
names of additional selling stockholders from the registration statement.
Please tell us
how you concluded you satisfy the conditions set forth in Rule
430B(b)(2)(i)-(iii), or
revise your disclosure and confirm that all selling stockholders are
identified.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Katherine Wray, Staff Attorney, at 202-551-3483 or Jan
Woo, Legal
Branch Chief, at 202-551-3453 with any questions.
Sincerely,
FirstName LastNameThomas J. Gibson
Division of
Corporation Finance
Comapany NameStreamline Health Solutions, Inc.
Office of Technology
May 19, 2021 Page 2
cc: Naveen Pogula, Esq.
FirstName LastName