SEC Comment Letter for Anixa Biosciences Inc (ANIX) (CIK 0000715446) (ANIX) — Mar 6, 2014
Anixa Biosciences Inc (ANIX) (CIK 0000715446)
Date: March 6, 2014 · CIK: 0000715446 · Accession: 0000000000-14-011498
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-193869
Referenced dates: March 6, 2014
Letter
March 6, 2014 Via E -mail Robert A. Berman President and Chief Executive Officer CopyTele, Inc. 900 Walt Whitman Road Melville, NY 11747
Re: CopyTele, Inc. Registration Statement on Form S-3 Filed February 11, 2014 File No. 333-193869
Dear Mr. Berman:
We have limited our review of your registration statement s, and the documents incorporated by reference therein, 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 by amending your registration statement s and providing t he 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 s to your registration statement s and the information you provide in response to these comments, we may have additional comments.
General
1. Please be advised that the comments in our letter dated March 6, 2014 relating to the registration statement on Form S -3 (File No. 333 -193826) and Form 10-K for the fiscal year ended October 31, 2013 are applicable to this filing and should be addressed in your response letter.
2. Please provide a detailed legal analysis of your eligibility to register this primary offering on Form S -3. It appears that t he aggregate market value of your voting and non -voting common equity held by non -affiliates is less than $75 million. See General Instruction I.B.1 of Form S -3. Alternatively, file an amended registration statement on Form S -1.
Robert A. Berman CopyTele, Inc. March 6, 2014 Page 2
Description of Securities We May Offer
General, page 9
3. Debt securities, preferred stock , and warrants that are convertible into or exchangeable for “other securities” that have not been registered under this registration statement may not be issued unless these convert ible or exchangeable securities are not legally exercisable within one year of the date of sale of the convertible or exchangeable security. All of the underlying classes of securities to which these convertible or exchangeable securities relate must be s pecifically identified in the registration statement. Please revise your filing accordingly.
Item 16. Exhibits , page II -2
4. Please be advised that Exhibit s 1.1, 4.1–4.6, and 4.8 –4.9 must be filed before the effectiveness of this registration statement.
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 request acceleration of the effective date of the pending registration statement s 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 Commiss ion from taking any action with respect to the filing;
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 ac curacy 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 Rules 460 and 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 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement s. Please allow
Robert A. Berman CopyTele, Inc. March 6, 2014 Page 3
adequate time for us to rev iew any amendment s prior to the requested effective date of the registration statement s.
Please contact Mitchell Austin, Attorney -Adviser, at (202) 551 -3574 or me at (202) 551 - 3453 with any questions.
Sincerely,
/s/ Jan Woo
Show Raw Text
March 6, 2014 Via E -mail Robert A. Berman President and Chief Executive Officer CopyTele, Inc. 900 Walt Whitman Road Melville, NY 11747 Re: CopyTele, Inc. Registration Statement on Form S-3 Filed February 11, 2014 File No. 333-193869 Dear Mr. Berman: We have limited our review of your registration statement s, and the documents incorporated by reference therein, 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 by amending your registration statement s and providing t he 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 s to your registration statement s and the information you provide in response to these comments, we may have additional comments. General 1. Please be advised that the comments in our letter dated March 6, 2014 relating to the registration statement on Form S -3 (File No. 333 -193826) and Form 10-K for the fiscal year ended October 31, 2013 are applicable to this filing and should be addressed in your response letter. 2. Please provide a detailed legal analysis of your eligibility to register this primary offering on Form S -3. It appears that t he aggregate market value of your voting and non -voting common equity held by non -affiliates is less than $75 million. See General Instruction I.B.1 of Form S -3. Alternatively, file an amended registration statement on Form S -1. Robert A. Berman CopyTele, Inc. March 6, 2014 Page 2 Description of Securities We May Offer General, page 9 3. Debt securities, preferred stock , and warrants that are convertible into or exchangeable for “other securities” that have not been registered under this registration statement may not be issued unless these convert ible or exchangeable securities are not legally exercisable within one year of the date of sale of the convertible or exchangeable security. All of the underlying classes of securities to which these convertible or exchangeable securities relate must be s pecifically identified in the registration statement. Please revise your filing accordingly. Item 16. Exhibits , page II -2 4. Please be advised that Exhibit s 1.1, 4.1–4.6, and 4.8 –4.9 must be filed before the effectiveness of this registration statement. 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 request acceleration of the effective date of the pending registration statement s 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 Commiss ion from taking any action with respect to the filing; 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 ac curacy 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 Rules 460 and 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 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement s. Please allow Robert A. Berman CopyTele, Inc. March 6, 2014 Page 3 adequate time for us to rev iew any amendment s prior to the requested effective date of the registration statement s. Please contact Mitchell Austin, Attorney -Adviser, at (202) 551 -3574 or me at (202) 551 - 3453 with any questions. Sincerely, /s/ Jan Woo Jan Woo Attorney -Adviser cc: Via E -mail Sarah E. Williams, Esq. Ellenoff Grossman & Schole LLP