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SEC Comment Letter for SOLIGENIX, INC. (SNGX) (CIK 0000812796) (SNGX) — Feb 15, 2008

SOLIGENIX, INC. (SNGX) (CIK 0000812796)
Date: Feb. 15, 2008 · CIK: 0000812796 · Accession: 0000000000-08-008534

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
February 15, 2008
Author
Not clearly detected
Form
UPLOAD
Company
SOLIGENIX, INC. (SNGX) (CIK 0000812796)

Letter

Mail Stop 6010 February 15, 2008 Christopher J. Schaber President and Chief Executive Officer DOR BioPharma, Inc. 850 Bear Tavern Road, Suite 201 Ewing, NJ 08628 Re: DOR BioPharma, Inc. Registration Statement on Form S-1 Filed February 14, 2008 File Number 333- 149239

Dear Mr. Schaber:

We have reviewed your filing and have the fo llowing comment. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation.

Form S-1

1. Please note that as of February 15, 2008, the financial statements incl uded in your filing are no longer timely. Please provide the company’s audited financial statements for the fiscal year ended December 31, 2007.

* * *

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are re sponsible for the accuracy and adequacy of the disclosures they have made.

Christopher J. Schaber DOR BioPharma, Inc. February 15, 2008 Page 2

Notwithstanding our comments, in the even t the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: • should the Commission or the staff, acting pursua nt to delegated authority, declare the filing effective, it does not foreclose the Commission 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 re lieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised th at the Division of Enforcement has access to all information you provide to the staff of the Divi sion of Corporation Finance in c onnection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aw are of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offeri ng of the securities sp ecified in the above registration statement. We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective date. Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any questions. S i n c e r e l y ,

J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r cc: Leslie J. Croland, Esq. Edwards Angell Palmer & Dodge LLP 350 East Las Olas Blvd., Suite 1150 Fort Lauderdale, FL 33334-3607

Show Raw Text
Mail Stop 6010          February 15, 2008   Christopher J. Schaber President and Chief Executive Officer DOR BioPharma, Inc. 850 Bear Tavern Road, Suite 201 Ewing, NJ 08628
Re: DOR BioPharma, Inc.
  Registration Statement on Form S-1   Filed February 14, 2008   File Number 333-  149239

Dear Mr. Schaber:

We have reviewed your filing and have the fo llowing comment.  Where indicated, we think
you should revise your document in response to this comment.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or  a revision is unnecessary.  Please be as detailed
as necessary in your explanation.

Form S-1

1. Please note that as of February 15, 2008, the financial statements incl uded in your filing are
no longer timely.  Please provide the company’s audited financial statements for the fiscal
year ended December 31, 2007.

* * *

  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.

Christopher J. Schaber
DOR BioPharma, Inc. February 15, 2008 Page 2

 Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:
• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission 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 re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

• the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Divi sion of Corporation Finance in c onnection with our review of your
filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aw are of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.    Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any questions.
         S i n c e r e l y ,

          J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r    cc: Leslie J. Croland, Esq.
Edwards Angell Palmer & Dodge LLP 350 East Las Olas Blvd., Suite 1150 Fort Lauderdale, FL 33334-3607