SEC Comment Letter for Dominari Holdings Inc. (DOMH) (CIK 0000012239) (DOMH) — Sep 16, 2010
Dominari Holdings Inc. (DOMH) (CIK 0000012239)
Date: Sept. 16, 2010 · CIK: 0000012239 · Accession: 0000000000-10-054022
AI Filing Summary & Sentiment
File numbers found in text: 333-167963
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
September 15, 2010 Claire L. Kruger Chief Executive Officer and Chief Operating Officer Spherix Incorporated 6430 Rockledge Drive #503 Bethesda, Maryland 20817 Re: Spherix Incorporated Amendment No. 1 to Registra tion Statement on Form S-1 Filed September 3, 2010 File No. 333-167963 Dear Ms. Kruger:
We have reviewed your amendment and re sponse letter filed on September 3, 2010. We have additional comments. Exhibit 5.1
1. Please revise the opinion limitation on page tw o to state that your opinion covers the statutory provisions of the Delaware General Corporation Law as well as the rules and regulations underlying those provisions and applicable judicial and regulatory determinations.
2. We note that section 5.e of the form of wa rrant filed as Exhibit 10.21 states that the warrants will be governed under the jurisdic tion governing the securities purchase agreement. Section 5.9 of th e securities purchase agreement filed as Exhibit 10.20 states that the warrants will be governed under Ne w York law. Please provide a legality opinion under New York law with respect to th e opinion stating that the warrants will be your valid and legally binding obligations.
Please respond to this letter by amending your registration statement and providing the requested information. Where 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.
Ms. Claire L. Kruger Spherix Incorporated September 15, 2010 Page 2
After reviewing any amendment to your re gistration statement and the information you provide in response to these comments , we may have additional comments.
You may contact Chambre Malone, Staff Atto rney at (202) 551-3262 or Dietrich King, Staff Attorney at (202) 551- 3338 if you have any questions.
Sincerely,
Pamela Long
Assistant Director
cc: James E. Baker, Jr. (via facsimile at (410) 230-3801)
Baxter, Baker, Sidle, Conn & Jones, P.A.
120 E. Baltimore Street, Suite 2100 Baltimore, Maryland 21202
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
September 15, 2010
Claire L. Kruger Chief Executive Officer and Chief Operating Officer Spherix Incorporated 6430 Rockledge Drive #503 Bethesda, Maryland 20817
Re: Spherix Incorporated
Amendment No. 1 to Registra tion Statement on Form S-1
Filed September 3, 2010
File No. 333-167963
Dear Ms. Kruger:
We have reviewed your amendment and re sponse letter filed on September 3, 2010. We
have additional comments.
Exhibit 5.1
1. Please revise the opinion limitation on page tw o to state that your opinion covers the
statutory provisions of the Delaware General Corporation Law as well as the rules and
regulations underlying those provisions and applicable judicial and regulatory
determinations.
2. We note that section 5.e of the form of wa rrant filed as Exhibit 10.21 states that the
warrants will be governed under the jurisdic tion governing the securities purchase
agreement. Section 5.9 of th e securities purchase agreement filed as Exhibit 10.20 states
that the warrants will be governed under Ne w York law. Please provide a legality
opinion under New York law with respect to th e opinion stating that the warrants will be
your valid and legally binding obligations.
Please respond to this letter by amending your registration statement and providing the
requested information. Where 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.
Ms. Claire L. Kruger
Spherix Incorporated September 15, 2010 Page 2
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
You may contact Chambre Malone, Staff Atto rney at (202) 551-3262 or Dietrich King,
Staff Attorney at (202) 551- 3338 if you have any questions.
Sincerely,
Pamela Long
Assistant Director
cc: James E. Baker, Jr. (via facsimile at (410) 230-3801)
Baxter, Baker, Sidle, Conn & Jones, P.A.
120 E. Baltimore Street, Suite 2100 Baltimore, Maryland 21202