SEC Comment Letter for Vaxart, Inc. (VXRT) (CIK 0000072444) (VXRT) — Aug 28, 2012
Vaxart, Inc. (VXRT) (CIK 0000072444)
Date: Aug. 28, 2012 · CIK: 0000072444 · Accession: 0000000000-12-046615
AI Filing Summary & Sentiment
Reasoning
Letter
August 27, 2012 Via E -mail Raafat E.F. Fahim, Ph.D. Nabi Biopharmaceuticals 12270 Wilkins Avenue Rockville, MD 20852
Re: Nabi Biopharmaceuticals Definitive Additional Proxy Soliciting Materials Filed August 23, 2012 File No. 001 -35285
Dear Dr. Fahim :
We have reviewed your filing and have the following comments. Please revise your filing and future filings as appropriate.
1. On page 80 of the merger proxy you estimate liquidation expenses of $13.5 million to make provision for existing and known potential claims and liabilities. Please provide us with a reasonably itemized statement of these estimated liquidation expenses.
2. In two contexts you cite Mangrove’s decision to tender its shares in the issuer tender offer that was completed on July 30, 2012 and the company’s resulting purchase of 2.74 million of Mangrove’s outstanding shares. In each context, please revise your disclosure to explicitly pro vide the full context for such statements and, rather than implying a particular conclusion, clearly state your beliefs and conclusions with respect to Mangrove’s decision to tender its shares at the price that it specified. We note that Mangrove’s price election may have reflected its views as to whether the merger was likely to be approved by other shareholders.
3. Please provide support for your statement that Biota’s shares a re “undervalued and thinly traded on the ASX.”
We urge all persons who are res ponsible 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 Exchange Act rules require. Since the company and its management are in po ssession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Raafat E.F. Fahim, Ph.D. Nabi Biopharmaceuticals August 27, 2012 Page 2
Please contact Karen Ubell, Staff Attorney, at (202) 551 -3873 or me at (202) 551 -3503 with any questions.
Sincerely,
/s/ David L. Orlic
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August 27, 2012 Via E -mail Raafat E.F. Fahim, Ph.D. Nabi Biopharmaceuticals 12270 Wilkins Avenue Rockville, MD 20852 Re: Nabi Biopharmaceuticals Definitive Additional Proxy Soliciting Materials Filed August 23, 2012 File No. 001 -35285 Dear Dr. Fahim : We have reviewed your filing and have the following comments. Please revise your filing and future filings as appropriate. 1. On page 80 of the merger proxy you estimate liquidation expenses of $13.5 million to make provision for existing and known potential claims and liabilities. Please provide us with a reasonably itemized statement of these estimated liquidation expenses. 2. In two contexts you cite Mangrove’s decision to tender its shares in the issuer tender offer that was completed on July 30, 2012 and the company’s resulting purchase of 2.74 million of Mangrove’s outstanding shares. In each context, please revise your disclosure to explicitly pro vide the full context for such statements and, rather than implying a particular conclusion, clearly state your beliefs and conclusions with respect to Mangrove’s decision to tender its shares at the price that it specified. We note that Mangrove’s price election may have reflected its views as to whether the merger was likely to be approved by other shareholders. 3. Please provide support for your statement that Biota’s shares a re “undervalued and thinly traded on the ASX.” We urge all persons who are res ponsible 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 Exchange Act rules require. Since the company and its management are in po ssession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Raafat E.F. Fahim, Ph.D. Nabi Biopharmaceuticals August 27, 2012 Page 2 Please contact Karen Ubell, Staff Attorney, at (202) 551 -3873 or me at (202) 551 -3503 with any questions. Sincerely, /s/ David L. Orlic David L. Orlic Special Counsel Office of Mergers and Acquisitions cc: Via E -mail Joseph E. Gilligan, Esq. Hogan Lovells US LLP