SEC Comment Letter for Capstone Holding Corp. (CAPS) (CIK 0000887151) (CAPS) — Nov 18, 2011
Capstone Holding Corp. (CAPS) (CIK 0000887151)
Date: Nov. 18, 2011 · CIK: 0000887151 · Accession: 0000000000-11-067091
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33560
Letter
November 18, 2011 Via E-mail John M. Holliman, III Executive Chairman Capstone Therapeutics Corp. 1275 West Washington Street, Suite 101 Tempe, AZ 85281 Re: Capstone Therapeutics Corp. Form 10-K Filed March 29, 2011 File No. 001-33560
Dear Mr. Holliman: We have reviewed your response letter da ted October 28, 2011 and have the following comment. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your response. After reviewing the information you provide in response to our comment, we may have additional comments.
Item 1. Business
Patents, Licenses and Proprietary Rights, page 6
1. We note your response to our prior comment, how ever we believe that royalty rates and termination provisions are material terms of your license agreements and material to an investor’s understand ing of your business. Based on Section 16 of your agreement with AzTE it appears that either party may terminate the agreement under the circumstances described therein. Accordingly, please provide proposed disclosure that expands your discussion of your agreements with AzTE and the University of Texas to include the royalty rates payable on sales of future pr oducts and, for your agreement with AzTE, to include the termination provisions of the agreement. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are
John M. Holliman, III Capstone Therapeutics Corp. November 18, 2011 Page 2
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. Please contact Karen Ubell, Staff Attorne y, at (202) 551-3873, Jennifer Riegel, Special Counsel, at (202) 551-3575 or me at ( 202) 551-3715 with any other questions.
Sincerely,
/s/ Jennifer Riegel for
Jeffrey Riedler Assistant Director
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November 18, 2011 Via E-mail John M. Holliman, III Executive Chairman Capstone Therapeutics Corp. 1275 West Washington Street, Suite 101 Tempe, AZ 85281 Re: Capstone Therapeutics Corp. Form 10-K Filed March 29, 2011 File No. 001-33560 Dear Mr. Holliman: We have reviewed your response letter da ted October 28, 2011 and have the following comment. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your response. After reviewing the information you provide in response to our comment, we may have additional comments. Item 1. Business Patents, Licenses and Proprietary Rights, page 6 1. We note your response to our prior comment, how ever we believe that royalty rates and termination provisions are material terms of your license agreements and material to an investor’s understand ing of your business. Based on Section 16 of your agreement with AzTE it appears that either party may terminate the agreement under the circumstances described therein. Accordingly, please provide proposed disclosure that expands your discussion of your agreements with AzTE and the University of Texas to include the royalty rates payable on sales of future pr oducts and, for your agreement with AzTE, to include the termination provisions of the agreement. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are John M. Holliman, III Capstone Therapeutics Corp. November 18, 2011 Page 2 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. Please contact Karen Ubell, Staff Attorne y, at (202) 551-3873, Jennifer Riegel, Special Counsel, at (202) 551-3575 or me at ( 202) 551-3715 with any other questions. Sincerely, /s/ Jennifer Riegel for Jeffrey Riedler Assistant Director