SEC Comment Letter for Microbot Medical Inc. (MBOT) (CIK 0000883975) (MBOT) — Dec 21, 2007
Microbot Medical Inc. (MBOT) (CIK 0000883975)
Date: Dec. 21, 2007 · CIK: 0000883975 · Accession: 0000000000-07-062042
AI Filing Summary & Sentiment
File numbers found in text: 000-19871
Letter
Via Facsimile and U.S. Mail Mail Stop 6010 December 21, 2007 Martin McGlynn President and Chief Executive Officer Stemcells, Inc. 3155 Porter Drive Palo Alto, CA 94304
Re: Stemcells, Inc. Form 10-K for the Fiscal Year Ended December 31, 2006 Filed March 15, 2007 File Number: 000-19871
Dear Mr. McGlynn:
We have reviewed your filing and have the following comments. In our comments, we ask you to provide us with information to better understand your disclosures. Where the comments request you to revise disclosure, the information you provide should show us what the revised disc losure will look like and identify the annual or quarterly filing, as appli cable, in which you intend to fi rst include it. If you do not believe that revised disclosure is necessary, explain the reason in your response. After reviewing the information provided, we may raise additional comments and/or request that you amend your filing.
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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General 1. We note that you have included certain license agreements as exhibits to the Form 10-K and not others. For example, you do not include as exhibits your agreements with the California Institu te of Technology and the Oregon Health & Science University. Please provide us with an analysis supporting your determination as to how you have determ ined which of your license agreements are material contracts required to be filed as exhibits.
Martin McGlynn Stemcells, Inc. December 21, 2007 Page 2 2. On page 20 of the Form 10-K you refer to consulting agreements with SAB members. Only one of these agreements has been included as an exhibit to the Form 10-K, that with Dr. Weissman. In addition, a consulting agreement with Judi R. Lum is included as an exhibit but not described or referred to in the Form 10-K discussion. Please provide us with an analysis supporting your determination as to how you have determ ined which consulting agreements are material contracts. In addition, you refer to various “research collaborations” in the Form 10-K, with organizations such as the Reeve-Irvine Center at the University of California, Oregon Hea lth & Science University, the Yale University School of Medicine and NIH. We note that you have not included any collaboration agreements as exhibits to th e Form 10-K. Please provide us with an analysis supporting your determination as to how you have determined that these collaboration agreements are not material contracts required to be filed as exhibits. 3. In the description of legal proceedings in the Form 10-K you describe an action by Geron Corporation in which the result is that two patents being maintained by the company would be in altered form. In addition, you describe a dispute with Neuralstem over four patents. Please revise your disclo sure to briefly describe these patents in the section titled “Patents , Proprietary Rights and Licenses” to the extent you have not already done so and to disclose the patent description or number in “Item 3. Legal Proceedings.” In addition, please revise your disclosure in “Item 3. Legal Proceedings” to explai n what it means to be in “somewhat altered form.”
Research and Development Programs, page 5
Overview, Page 5
4. We believe that your disclosures about historical research and development expenses and estimated future expenses related to your major research and development projects could be enhanced for investors. Please refer to the Division of Corporation Finance “Curre nt Issues and Ru lemaking Projects Quarterly Update” under section VIII – I ndustry Specific Issues – Accounting and Disclosure by Companies Engaged in Research and Development Activities. You can find it at the following website address: http://www.sec.gov/divisi ons/corpfin/cfcrq032001.htm . Please revise your MD&A to disclose the following information for each of your major research and development projects. a. The current status of the project; b. The costs incurred during each peri od presented and to date on each project;
Martin McGlynn Stemcells, Inc. December 21, 2007 Page 3 c. The nature, timing and estimated costs of the efforts necessary to complete each project; d. The anticipated completion dates of each project; e. The risks and uncertainties associated with completing development on schedule, and the consequences to operations, financial position and liquidity if each project is not completed timely; and finally f. The period in which material net cash in flows from significant projects are expected to commence for each project.
Regarding b., if you do not maintain a ny research and development costs by project, disclose that fact and explai n why management does not maintain and evaluate research and development costs by project. Provide other quantitative or qualitative disclosure that indicates th e amount of the company’s resources being used on the project.
Regarding c. and d., disclose the amount or range of estimated costs and timing to complete the phase in process and each future phase. To the extent that information is not estimable, disclose t hose facts and circumstances indicating the uncertainties that preclude you fr om making a reasonable estimate .
* * * *
Please provide us the information request ed within 10 busine ss days or tell us when you will provide us with a response. Pl ease furnish a cover le tter with your response that keys your response to our comments. De tailed cover letters gr eatly facilitate our review. Please furnish your letter on EDGAR under the form type label CORRESP.
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 Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our co mments, please provide, in your letter, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking a ny action with respect to the filing; and • the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any pers on under the federal s ecurities laws of the United States.
Martin McGlynn Stemcells, Inc. December 21, 2007 Page 4
In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
Please contact Vanessa Robe rtson, Staff Accountant, at (202) 551-3649 or Jim Atkinson, Accounting Branch Chief, at (202) 551-3674 if you have any questions regarding the processing of your response as well as any questions regarding comments on the financial statements and related matte rs. You may contact Sonia Barros, Staff Attorney, at (202) 551-3861 or Jeffrey Ried ler, Assistant Director, at (202) 551-3715 with questions on any of the ot her comments. In this regar d, do not hesitate to contact me, at (202) 551-3679.
S i n c e r e l y ,
J i m B . R o s e n b e r g Senior Assistant Chief Accountant
Show Raw Text
Via Facsimile and U.S. Mail
Mail Stop 6010
December 21, 2007
Martin McGlynn
President and Chief Executive Officer
Stemcells, Inc.
3155 Porter Drive
Palo Alto, CA 94304
Re: Stemcells, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed March 15, 2007
File Number: 000-19871
Dear Mr. McGlynn:
We have reviewed your filing and have the following comments. In our
comments, we ask you to provide us with information to better understand your
disclosures. Where the comments request you to revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it. If you do not
believe that revised disclosure is necessary, explain the reason in your response. After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.
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 on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note that you have included certain license agreements as exhibits to the Form
10-K and not others. For example, you do not include as exhibits your
agreements with the California Institu te of Technology and the Oregon Health &
Science University. Please provide us with an analysis supporting your
determination as to how you have determ ined which of your license agreements
are material contracts required to be filed as exhibits.
Martin McGlynn
Stemcells, Inc. December 21, 2007 Page 2
2. On page 20 of the Form 10-K you refer to consulting agreements with SAB
members. Only one of these agreements has been included as an exhibit to the Form 10-K, that with Dr. Weissman. In addition, a consulting agreement with
Judi R. Lum is included as an exhibit but not described or referred to in the Form
10-K discussion. Please provide us with an analysis supporting your
determination as to how you have determ ined which consulting agreements are
material contracts. In addition, you refer to various “research collaborations” in
the Form 10-K, with organizations such as the Reeve-Irvine Center at the
University of California, Oregon Hea lth & Science University, the Yale
University School of Medicine and NIH. We note that you have not included any
collaboration agreements as exhibits to th e Form 10-K. Please provide us with an
analysis supporting your determination as to how you have determined that these
collaboration agreements are not material contracts required to be filed as
exhibits.
3. In the description of legal proceedings in the Form 10-K you describe an action
by Geron Corporation in which the result is that two patents being maintained by
the company would be in altered form. In addition, you describe a dispute with
Neuralstem over four patents. Please revise your disclo sure to briefly describe
these patents in the section titled “Patents , Proprietary Rights and Licenses” to the
extent you have not already done so and to disclose the patent description or
number in “Item 3. Legal Proceedings.” In addition, please revise your disclosure
in “Item 3. Legal Proceedings” to explai n what it means to be in “somewhat
altered form.”
Research and Development Programs, page 5
Overview, Page 5
4. We believe that your disclosures about historical research and development
expenses and estimated future expenses related to your major research and
development projects could be enhanced for investors. Please refer to the
Division of Corporation Finance “Curre nt Issues and Ru lemaking Projects
Quarterly Update” under section VIII – I ndustry Specific Issues – Accounting and
Disclosure by Companies Engaged in Research and Development Activities. You can find it at the following website address: http://www.sec.gov/divisi ons/corpfin/cfcrq032001.htm
. Please revise your
MD&A to disclose the following information for each of your major research and development projects.
a. The current status of the project;
b. The costs incurred during each peri od presented and to date on each
project;
Martin McGlynn
Stemcells, Inc. December 21, 2007 Page 3
c. The nature, timing and estimated costs of the efforts necessary to complete
each project;
d. The anticipated completion dates of each project;
e. The risks and uncertainties associated with completing development on
schedule, and the consequences to operations, financial position and
liquidity if each project is not completed timely; and finally
f. The period in which material net cash in flows from significant projects are
expected to commence for each project.
Regarding b., if you do not maintain a ny research and development costs by
project, disclose that fact and explai n why management does not maintain and
evaluate research and development costs by project. Provide other quantitative or
qualitative disclosure that indicates th e amount of the company’s resources being
used on the project.
Regarding c. and d., disclose the amount or range of estimated costs and timing to
complete the phase in process and each future phase. To the extent that information is not estimable, disclose t hose facts and circumstances indicating the
uncertainties that preclude you fr om making a reasonable estimate .
* * * *
Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response. Pl ease furnish a cover le tter with your response
that keys your response to our comments. De tailed cover letters gr eatly facilitate our
review. Please furnish your letter on EDGAR under the form type label CORRESP.
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 Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
Martin McGlynn
Stemcells, Inc. December 21, 2007 Page 4
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Vanessa Robe rtson, Staff Accountant, at (202) 551-3649 or Jim
Atkinson, Accounting Branch Chief, at (202) 551-3674 if you have any questions
regarding the processing of your response as well as any questions regarding comments
on the financial statements and related matte rs. You may contact Sonia Barros, Staff
Attorney, at (202) 551-3861 or Jeffrey Ried ler, Assistant Director, at (202) 551-3715
with questions on any of the ot her comments. In this regar d, do not hesitate to contact
me, at (202) 551-3679.
S i n c e r e l y ,
J i m B . R o s e n b e r g
Senior Assistant Chief
Accountant