SEC Comment Letter for Vaxart, Inc. (VXRT) (CIK 0000072444) (VXRT) — Jan 20, 2010
Vaxart, Inc. (VXRT) (CIK 0000072444)
Date: Jan. 20, 2010 · CIK: 0000072444 · Accession: 0000000000-10-003544
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-04829
Letter
Mail Stop 4720 January 20, 2010 Raafat E.F. Fahim, Ph.D. Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852 Re: Nabi Biopharmaceuticals Preliminary Proxy Statement on Schedule 14A Filed December 7, 2009 File No. 000-04829 Dear Dr. Fahim:
This is to advise you that we have limited our review of th e above proxy statement to the issues identified below.
Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necess ary in your explanation. In some of our comments, we may ask you to pr ovide us with supplemental information so we may better understand your disclosure. After re viewing this information, we may or may not raise additional comments. Pending Confidential Tr eatment Application
1. We issued comments on your application for confidential treatment of portions of the NicVax licensing agreement in a separate letter dated Januar y 15, 2010. Please be advised that we will not be in a position to clear your preliminary proxy filing until we resolve all issues concerning the confidential treatment request.
Dr. Raafat E.F. Fahim Nabi Biopharmaceuticals January 20, 2010 Page 2 Proposal One – The NicVAX Agreement and th e Transactions Contemplated Thereby
2. We note your correspondence dated January 6, 2010 and agree with your assessment that pro forma financial information is not required to be provided in your proxy statement. However, we do not concur that historical financial statemen ts are not required to be included in your proxy statement. Please note that Section 1 140.6 of the Financial Reporting Manual cited in your response states that proxy statements soliciting authorization for the disposal of a significant business shou ld include audited financial statements for each of the two most recent fi scal years plus unaudited interim periods. Please also see the Division of Corporation Finance’s July 2001 Interim Supplement to Publicly Available Telephone In terpretations, Section H6. Accordingly, please revise your proxy statement to include the historical financial information required with respect to Nabi. As appropriate, please revise your proxy statement in respon se to these comments. You may wish to provide us with marked copies of the revised document to expedite our review. Please furnish a response letter th at keys your responses to our co mments. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR under the form type label CORRESP. Please understand th at we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filing or in response to our comments on your filing. Please contact Nandini Achary a at (202) 551-3495 or myself at (202) 551-3715 with any questions. Sincerely, J e f f r e y R i e d l e r A s s i s t a n t D i r e c t o r
Dr. Raafat E.F. Fahim Nabi Biopharmaceuticals January 20, 2010 Page 3 cc: Joseph E. Gilligan, Esq. Hogan & Hartson LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004
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Mail Stop 4720
January 20, 2010
Raafat E.F. Fahim, Ph.D. Nabi Biopharmaceuticals 12276 Wilkins Avenue Rockville, MD 20852
Re: Nabi Biopharmaceuticals
Preliminary Proxy Statement on Schedule 14A
Filed December 7, 2009
File No. 000-04829
Dear Dr. Fahim:
This is to advise you that we have limited our review of th e above proxy statement to the
issues identified below.
Where indicated, we think you should revise your documents in response to these
comments. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with supplemental information so we
may better understand your disclosure. After re viewing this information, we may or may not
raise additional comments.
Pending Confidential Tr eatment Application
1. We issued comments on your application for confidential treatment of portions of the
NicVax licensing agreement in a separate letter dated Januar y 15, 2010. Please be
advised that we will not be in a position to clear your preliminary proxy filing until we
resolve all issues concerning the confidential treatment request.
Dr. Raafat E.F. Fahim
Nabi Biopharmaceuticals January 20, 2010
Page 2 Proposal One – The NicVAX Agreement and th e Transactions Contemplated Thereby
2. We note your correspondence dated January 6, 2010 and agree with your assessment that
pro forma financial information is not required to be provided in your proxy statement.
However, we do not concur that historical financial statemen ts are not required to be
included in your proxy statement. Please note that Section 1 140.6 of the Financial
Reporting Manual cited in your response states that proxy statements soliciting
authorization for the disposal of a significant business shou ld include audited financial
statements for each of the two most recent fi scal years plus unaudited interim periods.
Please also see the Division of Corporation Finance’s July 2001 Interim Supplement to
Publicly Available Telephone In terpretations, Section H6. Accordingly, please revise
your proxy statement to include the historical financial information required with respect
to Nabi.
As appropriate, please revise your proxy statement in respon se to these comments. You
may wish to provide us with marked copies of the revised document to expedite our review.
Please furnish a response letter th at keys your responses to our co mments. Detailed cover letters
greatly facilitate our review. Please file your cover letter on EDGAR under the form type label
CORRESP. Please understand th at we may have additional comments after reviewing your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made. In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
Please contact Nandini Achary a at (202) 551-3495 or myself at (202) 551-3715 with any
questions.
Sincerely,
J e f f r e y R i e d l e r A s s i s t a n t D i r e c t o r
Dr. Raafat E.F. Fahim
Nabi Biopharmaceuticals January 20, 2010 Page 3 cc: Joseph E. Gilligan, Esq. Hogan & Hartson LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004