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SEC Comment Letter for SOLIGENIX, INC. (SNGX) (CIK 0000812796) (SNGX) — Feb 25, 2009

SOLIGENIX, INC. (SNGX) (CIK 0000812796)
Date: Feb. 25, 2009 · CIK: 0000812796 · Accession: 0000000000-09-009971

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-157322

Date
February 25, 2009
Author
Jeffrey P. Riedler
Form
UPLOAD
Company
SOLIGENIX, INC. (SNGX) (CIK 0000812796)

Letter

Mail Stop 6010 February 25, 2009 Christopher J. Schaber, Ph.D. President and Chief Executive Officer DOR BioPharma, Inc. 850 Bear Tavern Road, Suite 201 Ewing, New Jersey 08628 Re: DOR BioPharma, Inc. Registration Statement on Form S-1 Filed February 13, 2009 File No. 333-157322 Dear Mr. Schaber: We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please provide updated financial statemen ts and financial information throughout the filing pursuant to Rule 8-08 of Regulation S-X.

Pending Confidential Tr eatment Application

2. It appears that the Company has a pendi ng request for confidential treatment in connection with an application filed February 13, 2009 (Control No. 23161). We

Christopher J. Schaber, Ph.D. DOR BioPharma, Inc. February 25, 2009 Page 2

are currently processing this request and will issue comments, if any, to you in a separate letter that will be forthcoming. Please be advised that we will not be in a position to consider a request for acceleration of effec tiveness of the registration statement until we resolve all issues con cerning the confidential treatment request.

* * * As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. 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 all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. 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 ev ent 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 purs uant to delegated authority, declare the filing effective, it does not foreclose th e 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 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 a nd 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. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

Christopher J. Schaber, Ph.D. DOR BioPharma, Inc. February 25, 2009 Page 3 We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date. Please contact Nandini Ac harya at (202) 551-3495 or me at (202) 551-3715 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 One North Clematis Street, Suite 400 West Palm Beach, Florida 33401-5552

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Mail Stop 6010          February 25, 2009  Christopher J. Schaber, Ph.D. President and Chief Executive Officer DOR BioPharma, Inc.  850 Bear Tavern Road, Suite 201 Ewing, New Jersey 08628
 Re: DOR BioPharma, Inc.
  Registration Statement on Form S-1
  Filed February 13, 2009
  File No. 333-157322
 Dear Mr. Schaber:   We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please provide updated financial statemen ts and financial information throughout
the filing pursuant to Rule 8-08 of Regulation S-X.

Pending Confidential Tr eatment Application

2. It appears that the Company has a pendi ng request for confidential treatment in
connection with an application filed February 13, 2009 (Control No. 23161).  We

Christopher J. Schaber, Ph.D.
DOR BioPharma, Inc.  February 25, 2009 Page 2

are currently processing this request and will issue comments, if any, to you in a separate letter that will be forthcoming.  Please be advised that we will not be in a
position to consider a request  for acceleration of effec tiveness of the registration
statement until we resolve all issues con cerning the confidential treatment request.

* * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 ev ent 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 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 a nd 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Christopher J. Schaber, Ph.D.
DOR BioPharma, Inc.  February 25, 2009 Page 3
 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  Please contact Nandini Ac harya at (202) 551-3495 or me at (202) 551-3715 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 One North Clematis Street, Suite 400 West Palm Beach, Florida 33401-5552