SEC Comment Letter for Dominari Holdings Inc. (DOMH) (CIK 0000012239) (DOMH) — Aug 8, 2013
Dominari Holdings Inc. (DOMH) (CIK 0000012239)
Date: Aug. 8, 2013 · CIK: 0000012239 · Accession: 0000000000-13-043705
AI Filing Summary & Sentiment
File numbers found in text: 000-05576
Letter
August 8 , 2013 Via E -mail Harvey Kesner Chief Executive Officer Spherix Incorporated 7927 Jones Branch Drive, Suite 3125 Tysons Corner, VA 22102
Re: Spherix Incorporated Revised Preliminary Proxy Statement on Schedule 14A Filed July 31, 2013 File No. 000-05576
Dear Mr. Kesner :
We have limited our review of your amended filing 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 within ten business days by amending your filing, by providing the requested information, or by advising us when you will pro vide the requested response. 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 filing and the information yo u provide in response to these comments, we may have additional comments. General 1. Please revise your book value per share disclosure in response to prior comment 2 to reflect the issuance of shares of common stock in the merger on a fully diluted basis, in addition to the disclosure presented.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exc hange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please p rovide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
Harvey Kesner Spherix Incorporated August 8, 2013 Page 2
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact R uairi Regan, Staff Attorney, at (202) 551 -3269 or David Link, Staff Attorney, at (202) 551 -3356 if you have any questions.
Sincerely,
/s/ David Link for
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August 8 , 2013 Via E -mail Harvey Kesner Chief Executive Officer Spherix Incorporated 7927 Jones Branch Drive, Suite 3125 Tysons Corner, VA 22102 Re: Spherix Incorporated Revised Preliminary Proxy Statement on Schedule 14A Filed July 31, 2013 File No. 000-05576 Dear Mr. Kesner : We have limited our review of your amended filing 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 within ten business days by amending your filing, by providing the requested information, or by advising us when you will pro vide the requested response. 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 filing and the information yo u provide in response to these comments, we may have additional comments. General 1. Please revise your book value per share disclosure in response to prior comment 2 to reflect the issuance of shares of common stock in the merger on a fully diluted basis, in addition to the disclosure presented. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exc hange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please p rovide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; Harvey Kesner Spherix Incorporated August 8, 2013 Page 2 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact R uairi Regan, Staff Attorney, at (202) 551 -3269 or David Link, Staff Attorney, at (202) 551 -3356 if you have any questions. Sincerely, /s/ David Link for John Reynolds Assistant Director cc (via e -mail): Tara Guarneri -Ferrara, Esq.