SEC Comment Letter for Anixa Biosciences Inc (ANIX) (CIK 0000715446) (ANIX) — Dec 16, 2014
Anixa Biosciences Inc (ANIX) (CIK 0000715446)
Date: Dec. 16, 2014 · CIK: 0000715446 · Accession: 0000000000-14-064833
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-200804
Letter
December 16 , 2014 Via E -mail Robert A. Berman President and Chief Executive Officer ITUS Corporation 900 Walt Whitman Road Melville, NY 11747
Re: ITUS Corporation Registration Statement on Form S-1 Filed December 8 , 2014 File No. 333-200804
Dear Mr. Berman :
We have limited our review of your registration statement to those issues w e have addressed in our comment . Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewi ng any amendment to your registration statement and the information you provide in response to our comment , we may have additional comments.
General
1. Please update your filing to include audited financial statements and related disclosures for the fi scal year ended October 31, 2014. Refer to Item 8-08(b) of Regulation S-X.
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 disc losures they have made.
Notwithstanding our comments, in the event you request 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 ITUS Corporation December 16 , 2014 Page 2
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.
You may contact Matthew Crispino, Staff Attorney, at (202) 551 -3456 with any questions. In his absence, you may contact me at (202) 551 -3462. If you thereafter require further assistance, you may contact Barbara C. Jacob s, Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Mark P. Shuman
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December 16 , 2014 Via E -mail Robert A. Berman President and Chief Executive Officer ITUS Corporation 900 Walt Whitman Road Melville, NY 11747 Re: ITUS Corporation Registration Statement on Form S-1 Filed December 8 , 2014 File No. 333-200804 Dear Mr. Berman : We have limited our review of your registration statement to those issues w e have addressed in our comment . Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewi ng any amendment to your registration statement and the information you provide in response to our comment , we may have additional comments. General 1. Please update your filing to include audited financial statements and related disclosures for the fi scal year ended October 31, 2014. Refer to Item 8-08(b) of Regulation S-X. 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 disc losures they have made. Notwithstanding our comments, in the event you request 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 ITUS Corporation December 16 , 2014 Page 2 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. You may contact Matthew Crispino, Staff Attorney, at (202) 551 -3456 with any questions. In his absence, you may contact me at (202) 551 -3462. If you thereafter require further assistance, you may contact Barbara C. Jacob s, Assistant Director, at (202) 551 -3730. Sincerely, /s/ Mark P. Shuman Mark P. Shuman Branch Chief – Legal cc: Via E-mail Barry I. Grossman, Esq. Ellenoff Grossman & Schole LLP