Explanatory Note
Coherix, Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibits 11.1, 11.2 and 12
PART III
INDEX TO EXHIBITS
________________________
* Previously filed
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Ann Arbor, State of Michigan, on February 7, 2019.
| COHERIX, INC. | |
| /s/ Dwight D. Carlson | |
| Dwight D. Carlson, Chief Executive Officer |
The offering statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date |
|
/s/ Dwight D. Carlson Dwight D. Carlson |
Chief Executive Officer, Chairman of the Board of Directors, Acting CFO | February 7, 2019 |
|
/s/ Michael Schneider Michael Schneider |
Principal Accountant | February 7, 2019 |
|
/s/ Jun Ni Jun Ni |
Director | February 7, 2019 |
|
/s/ Philip Rice II Philip Rice II |
Director | February 7, 2019 |
|
/s/ Robert A/ Smith Robert A. Smith |
Director | February 7, 2019 |
|
____________ Jinyang Wen |
Director |
Exhibit 11.1
CONSENT OF INDEPENDENT AUDITOR
We agree to the inclusion in this Offering Statement on Form 1-A/A of our report dated October 2, 2018, relating to the consolidated financial statements of Coherix, Inc. and Subsidiaries as of and for the year ended December 31, 2017. We also agree to the reference to us under the heading “Independent Auditors” in the Offering Statement.
/s/ UHY LLP
Farmington Hills, Michigan
February 7, 2019
Exhibit 11.2
CONSENT OF INDEPENDENT AUDITOR
February 7, 2019
To the Board of Directors
Coherix, Inc.
We agree to the inclusion in this Offering Statement on Form 1-A/A dated February 7, 2019 of our report dated March 16, 2018 (except for Notes 3 and 13 to the consolidated financial statements, as to which the date is September 19, 2018), on our audit of the consolidated financial statements of Coherix, Inc. and Subsidiaries as of, and for the year ended December 31, 2016. We also agree to the reference to us under the heading “Independent Auditors” in this Offering Statement.
/s/ George Johnson & Company
CERTIFIED PUBLIC ACCOUNTANTS
Detroit, Michigan
Exhibit 12
Coherix, Inc.
3980 Ranchero Dr.
Ann Arbor, MI 48108
February 7, 2019
To the Board of Directors:
We are acting as counsel to Coherix, Inc. (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to 2,500,000 shares of the Company’s Common Stock.
In connection with the opinion contained herein, we have examined the offering statement, the amended and restated certificate of incorporation (as amended) and bylaws, the minutes of meetings of the Company’s board of directors, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that the shares of Common Stock being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid and non-assessable.
No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.
We further consent to the use of this opinion as an exhibit to the offering statement.
Yours truly,
/s/ CrowdCheck Law LLP
By Jeanne Campanelli, Partner