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United States securities and exchange commission logo
June 29, 2023
Jorge Martell
Chief Financial Officer
OneSpan Inc.
121 West Wacker Drive, Suite 2050
Chicago, Illinois 60601
Re: OneSpan Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Response dated June
9, 2023
File No. 000-24389
Dear Jorge Martell:
We have reviewed your June 9, 2023 response to our comment
letter and have the
following comment. In our comment, we may ask you to provide us with
information so we may
better understand your disclosure.
Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this comment, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
May 26, 2023 letter.
Form 10-K for fiscal year ended December 31, 2022
Key Business Metrics and Non-GAAP Financial Measures
Adjusted EBITDA, page 46
1. We note your response
to prior comment 2. We continue to believe that calculations of
Adjusted EBITDA that
eliminate recurring cash-based compensation incurred during the
ordinary course of
business would be inconsistent with the guidance in Rule 100(b) of
Regulation G and Q&A
100.01 of the C&DI on Non-GAAP Financial Measures. In light
of the amounts involved
in 2022, in future filings, please explain and quantify the cash
incentive awards as a
percentage of total grant date value of LTIP awards in a footnote to
your reconciliation and
in the MD&A, indicating that the cash component of the LTIP is
not material.
Jorge Martell
OneSpan Inc.
June 29, 2023
Page 2
You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376 or
Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any
questions.
FirstName LastNameJorge Martell Sincerely,
Comapany NameOneSpan Inc.
Division of
Corporation Finance
June 29, 2023 Page 2 Office of Technology
FirstName LastName