SecProbe.io

May 21, 2013

Via E -Mail
Robert A. Berman, CEO
CopyTele, Inc.
900 Walt Whitman Road
Melville, NY  11747

Re: CopyTele, Inc.
  Registration Statement on Form S-1
Filed  April 24, 2013
  File No.  333-188096

Dear Mr. Berman :

We have limited our review of your registration statement 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 u nderstand your disclosure.

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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. In connection with the Form D filed on May 2, 2013 relating to a private offering of up to
$10,000,000 of your securities, p lease provide us with a detailed analysis regarding why
this concurrent private offering  should not be integrated into your public offering.
Specifically address whether your registration statement constituted a general solicitation
for purposes of these offerings.  Refer to Securities Act Release No. 8828 (Au g. 10,
2007) and Questions  139.25 and 139.27 of our Securities Act Sections Compliance and
Disclosure Interpretations.

2. We note that the VWAP Purchase Price, as defined in Section 10(w) of the Common
Stock Purchase Agreement  (the “Purchase Agreement”) , is based on the price of
CopyTele’s common stock on the VWAP Purchase Date, which is defined in Section
10(t) as the business day following receipt by Aspire Capital Fund of a valid VWAP
Purchase Notice.  This provision seemingly enables Aspire Capital Fund t o influence the
price at which to purchase the securities underlying the put subsequent to the date of the

Robert A. Berman
CopyTele, Inc.
May 21, 2013
Page 2

 filing and effectiveness of the registration statement.  Equity line arrangements must
impose a purchase commitment to purchase shares at a price tha t cannot be influenced by
the investor.  Please advise  as to why you believe that the pricing provision s of the
agreement are consistent with the requirements for an equity line financing.  Refer to
Securities Act Sections Compliance and Disclosure Interpr etations Question 139.17
available at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm .

3. We note further that under Section 1(c) of the Purchase Agreement, the number o f shares
Aspire Capital Fund may be required to purchase in connection with a VWAP Purchase
Notice is a specified percentage (up to the VWAP Purchase Share Volume Maximum) of
your aggregate shares traded on your principal market during normal trading hours on the
VWAP Purchase Date .  This provision appears to enable Aspire Capital Fund to
influence the number of shares it is required to purchase in connection with a put
subsequent to the date of the filing and effectiveness of the registration statement .  If the
investor has the ability to impact the size of its investment under the equity line
agreement after the filing of the registration statement, the investor is not cons idered to
be irrevocably bound and the equity line agreement would not conform to equity line
accommodation principles.  Refer to Securities Act Sections Compliance and Disclosure
Interpretations Question s 139.13, 139.15 and 139.17.  Please advise  as to wh y you
believe that the VWAP purchase provision s of the agreement are consistent with the
requirements for an equity line financing.

4. We refer to the definition of VWAP Minimum Price Threshold in Section 10(r) of the
Common Stock Purchase Agreement.  In view of CopyTele’s ability to set a minimum
price each time it issues a VWAP Purchase Notice, it appears that the price term for puts
under the equity line remains subject to future negotiation and that is not consistent with
the Staff’s equity line accommo dations.   It appears that you should withdraw the
registration statement and ensure, in any re -negotiated equity line agreement, that neither
the company nor the equity line investor is able to influence the floor price that will apply
to any put, or to a mend or waive such provisions.

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 Act of 193 3 and
all applicable Securities  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.

Notwithstanding our comments, in the event you reques t acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it  does not foreclose the Commission from taking any action with respect
to the filing;

Robert A. Berman
CopyTele, Inc.
May 21, 2013
Page 3

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1 933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

 If you have any questions regarding these comments, please contact Matthew Crispino,
Staff Attorney, at (202) 551 -3456 or, in his absence, me at (202) 551 -3462.  Should you require
further assistance, you may contact Barb ara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc: Via Email
 Michael D. Schwamm , Esq.
 Duane Morris LLP