SEC Comment Letter for Dominari Holdings Inc. (DOMH) (CIK 0000012239) (DOMH) — Oct 3, 2014
Dominari Holdings Inc. (DOMH) (CIK 0000012239)
Date: Oct. 3, 2014 · CIK: 0000012239 · Accession: 0000000000-14-049804
AI Filing Summary & Sentiment
File numbers found in text: 333-198498
Referenced dates: September 5, 2014
Letter
October 3 , 2014 Via E -mail Anthony Hayes Chief Executive Officer Spherix Incorporated 6430 Rockledge Drive, Suite 503 Bethesda, MD 20877
Re: Spherix Incorporated Amendment No. 1 to Registration Statement on Form S-3 Filed September 15, 2014 File No. 333-198498
Dear Mr. Hayes :
We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Unless otherwise noted, references in this letter to prior comments refer to our letter dated September 5, 2014.
Please respon d 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 respons e.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Cover Page
1. The level of detail added in response to prior comment 1 obscures other information on the cover page that is key to an investment decision. Please revise to succinctly state that you are not currently eligible to sell any securities pursuant to this prospectus. In addition, relocate the detailed explanation relating to the computation of amounts you may sell and the times at which sales may occur. Finally, revise the added language to disclose that under General Instruction I.B.6 of Form S -3 you may sell no more than one - third of the aggregate market value of the voting and non -voting equity held by non - affiliates. Your current disclosure does not include the one -third limitation.
Anthony Hayes Spherix Incorporated October 3 , 2014 Page 2
Incorporation of Documents by Reference, page 32
2. Your Form 8 -K of January 7, 2014 was filed and not furnished as that report p rovided information under Item 8.01. We have reached this conclusion notwithstanding the language in the report indicating that it is being furnished. Because the Form 8 -K was filed, it must be incorporated into the Form S -3 to satisfy the requirements o f Item 12 of that form. Please revise. In addition, incorporate by reference the form 8 -K filed October 1, 2014.
Please contact Gabriel Eckstein at (202) 551 -3286 or in his absence, the undersigned at (202) 551 -3462 with any questions. If you require f urther assistance, you may contact Barbara C. Jacobs, Assis tant Director, at (202) 551 -3730 .
Sincerely,
/s/ Mark P. Shuman
Show Raw Text
October 3 , 2014
Via E -mail
Anthony Hayes
Chief Executive Officer
Spherix Incorporated
6430 Rockledge Drive, Suite 503
Bethesda, MD 20877
Re: Spherix Incorporated
Amendment No. 1 to Registration Statement on Form S-3
Filed September 15, 2014
File No. 333-198498
Dear Mr. Hayes :
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure. Unless otherwise noted, references in this letter to prior
comments refer to our letter dated September 5, 2014.
Please respon d 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
respons e.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Cover Page
1. The level of detail added in response to prior comment 1 obscures other information on
the cover page that is key to an investment decision. Please revise to succinctly state that
you are not currently eligible to sell any securities pursuant to this prospectus. In
addition, relocate the detailed explanation relating to the computation of amounts you
may sell and the times at which sales may occur. Finally, revise the added language to
disclose that under General Instruction I.B.6 of Form S -3 you may sell no more than one -
third of the aggregate market value of the voting and non -voting equity held by non -
affiliates. Your current disclosure does not include the one -third limitation.
Anthony Hayes
Spherix Incorporated
October 3 , 2014
Page 2
Incorporation of Documents by Reference, page 32
2. Your Form 8 -K of January 7, 2014 was filed and not furnished as that report p rovided
information under Item 8.01. We have reached this conclusion notwithstanding the
language in the report indicating that it is being furnished. Because the Form 8 -K was
filed, it must be incorporated into the Form S -3 to satisfy the requirements o f Item 12 of
that form. Please revise. In addition, incorporate by reference the form 8 -K filed
October 1, 2014.
Please contact Gabriel Eckstein at (202) 551 -3286 or in his absence, the undersigned at
(202) 551 -3462 with any questions. If you require f urther assistance, you may contact Barbara
C. Jacobs, Assis tant Director, at (202) 551 -3730 .
Sincerely,
/s/ Mark P. Shuman
Mark P. Shuman
Branch Chief —Legal
cc: Via E -mail
Theodore J. Ghorra, Esq.
Nixon Peabody LLP