SEC Comment Letter for Anixa Biosciences Inc (ANIX) (CIK 0000715446) (ANIX) — Apr 7, 2014
Anixa Biosciences Inc (ANIX) (CIK 0000715446)
Date: April 7, 2014 · CIK: 0000715446 · Accession: 0000000000-14-017292
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-193826, 333-193869
Referenced dates: March 28, 2014
Letter
April 7 , 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 7, 2014 File No. 333-193826 Registration Statement on Form S-3 Filed February 11, 2014 File No. 333-193869
Dear Mr. Berman:
We have reviewed your response letter dated March 28, 2014 and have the following comment.
General
1. We note your response to our oral comment issued March 28, 2014 that you believe that Mars Overseas Limited is not an affiliate of the company because, in part, the agreements do not “restrict, in any way, ei ther party’s ability to conduct its business operations.” However, this appears inconsistent with the a greement between CopyTele and an affiliate of Mars Ov erseas Limited, Videocon, limiting the granting of the licensing of your technology without the consent of Videocon . It appears that the agreement provid es Videocon and Mars Overseas Limited a certain level of control over your business. Further, it is unclear whether you have historically and consistently included the shares held by Mars Overseas Limited in calculating your public float since 2007. Please provide further analysis why you believe that Mars Overseas Limited, the largest shareholder of the company holding 9.5% of the total shares, is not an affiliate under Rule 405 of the Securities Act such that you are eligible to register these transactions on Form S -3. Alternatively, withdraw the filing and register the transaction on the appropriate registration statement form.
Robert A. Berman CopyTele, Inc. April 7, 2014 Page 2
Please contact Mitchell Austin, Attorney -Adviser, at (202) 551 -3574 or me at (202) 551 - 3453 with any questions. If you need further assis tance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735.
Sincerely,
/s/ Jan Woo
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April 7 , 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 7, 2014 File No. 333-193826 Registration Statement on Form S-3 Filed February 11, 2014 File No. 333-193869 Dear Mr. Berman: We have reviewed your response letter dated March 28, 2014 and have the following comment. General 1. We note your response to our oral comment issued March 28, 2014 that you believe that Mars Overseas Limited is not an affiliate of the company because, in part, the agreements do not “restrict, in any way, ei ther party’s ability to conduct its business operations.” However, this appears inconsistent with the a greement between CopyTele and an affiliate of Mars Ov erseas Limited, Videocon, limiting the granting of the licensing of your technology without the consent of Videocon . It appears that the agreement provid es Videocon and Mars Overseas Limited a certain level of control over your business. Further, it is unclear whether you have historically and consistently included the shares held by Mars Overseas Limited in calculating your public float since 2007. Please provide further analysis why you believe that Mars Overseas Limited, the largest shareholder of the company holding 9.5% of the total shares, is not an affiliate under Rule 405 of the Securities Act such that you are eligible to register these transactions on Form S -3. Alternatively, withdraw the filing and register the transaction on the appropriate registration statement form. Robert A. Berman CopyTele, Inc. April 7, 2014 Page 2 Please contact Mitchell Austin, Attorney -Adviser, at (202) 551 -3574 or me at (202) 551 - 3453 with any questions. If you need further assis tance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735. Sincerely, /s/ Jan Woo Jan Woo Attorney -Adviser cc: Via E -mail Sarah E. Williams, Esq. Ellenoff Grossman & Schole LLP