SEC Comment Letter for Dominari Holdings Inc. (DOMH) (CIK 0000012239) (DOMH) — Oct 8, 2010
Dominari Holdings Inc. (DOMH) (CIK 0000012239)
Date: Oct. 8, 2010 · CIK: 0000012239 · Accession: 0000000000-10-059658
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 22, 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. 2 to Registra tion Statement on Form S-1 Filed September 17, 2010 File No. 333-167963 Dear Ms. Kruger:
We have reviewed your amendment and re sponse letter filed on September 17, 2010. We have an additional comment. Exhibit 5.1
1. We note your response to comment two issued in our letter date d September 17, 2010, as well as counsel’s revised legal opinion. The la st sentence in the penul timate paragraph of the revised opinion is not acceptable as it qua lifies counsel’s opinion with respect to the warrants in an impermissible manner. Please either have counsel remove the jurisdictional qualification in the noted sent ence or obtain and file an additional, unqualified opinion that the warrants will be your legal and 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. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments , we may have additional comments.
Ms. Claire L. Kruger Spherix Incorporated September 22, 2010 Page 2
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 22, 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. 2 to Registra tion Statement on Form S-1
Filed September 17, 2010
File No. 333-167963
Dear Ms. Kruger:
We have reviewed your amendment and re sponse letter filed on September 17, 2010. We
have an additional comment.
Exhibit 5.1
1. We note your response to comment two issued in our letter date d September 17, 2010, as
well as counsel’s revised legal opinion. The la st sentence in the penul timate paragraph of
the revised opinion is not acceptable as it qua lifies counsel’s opinion with respect to the
warrants in an impermissible manner. Please either have counsel remove the
jurisdictional qualification in the noted sent ence or obtain and file an additional,
unqualified opinion that the warrants will be your legal and 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.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
Ms. Claire L. Kruger
Spherix Incorporated September 22, 2010 Page 2
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