SEC Comment Letter for BioCardia, Inc. (BCDA) (CIK 0000925741) (BCDA) — Sep 8, 2010
BioCardia, Inc. (BCDA) (CIK 0000925741)
Date: Sept. 8, 2010 · CIK: 0000925741 · Accession: 0000000000-10-051986
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-21419
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3030 August 25, 2010 VIA U.S. MAIL and FACSIMILE (310) 271-2632 Derrick Romine Chief Financial Officer Cardo Medical, Inc. 9701 Wilshire Blvd., Suite 1100 Beverly Hills, CA 90212 Re: Form 10-K for the fiscal year ended December 31, 2009 Filed September 29, 2008 File No. 000-21419
Dear Mr. Romine:
We have reviewed your response dated August 12, 2010 and related filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may be tter understand your disclosure. 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 comments apply to your facts and circumstan ces, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments.
Derrick Romine Cardo Medical, Inc. August 25, 2010 Page 2 Form 10-K for the fiscal year ended December 31, 2009
1. We note your response to prior comment 1. Please tell us how you determined that the family members and business associ ates of Dr. Brooks mentioned in your response are affiliates of the company as that term is defined in Rule 12b-2. In this regard, it is not clear what impact the lock-up agreements mentioned in your response would have on your calculation, given that it appears the securities each person or class of persons you mention is voting comm on equity. Cite all authority on which you rely. Also, we note from your response that you applied the same market value calculation when you filed your Form 10-K. To the extent that these shareholders are appropriately determined to be your affilia tes, please tell us how you determined that you continued to be eligible to use Form S-3 at the time you filed that Form S-3 or when you filed your Form 10-K.
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of Operations, page 35 Liquidity and Capital Resources, page 41
2. We reference your response to prior co mment 4 that your finished goods products have a shelf life ranging from 8 to 10 year s and that your base-l evel inventories are projected to be consumed between the 1st quarter to the 4th quarter of 2011. Please tell us what you mean by base -level inventories and if th ere is some inventory that will not be consumed in the next twelve months. In this regard, tell us how you considered that a portion of your inventory should be recorded as long-term in your balance sheet. **********
You may contact Kristin Lochhead at ( 202) 551-3664 or me at (202) 551-3676 if you have questions regarding comments on the financial statements and related matters. If you have other questions, please contact Louis Rambo at (202) 551-3289 or Geoff Kruczek at (202) 551-3641. Sincerely,
Brian Cascio Accounting Branch Chief Cc: Joshua Weingar d, Chief Legal Officer
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
August 25, 2010
VIA U.S. MAIL and FACSIMILE (310) 271-2632
Derrick Romine Chief Financial Officer Cardo Medical, Inc. 9701 Wilshire Blvd., Suite 1100 Beverly Hills, CA 90212
Re: Form 10-K for the fiscal year ended December 31, 2009
Filed September 29, 2008
File No. 000-21419
Dear Mr. Romine:
We have reviewed your response dated August 12, 2010 and related filings and
have the following comments. In some of our comments, we may ask you to provide us with information so we may be tter understand your disclosure.
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 comments apply to your facts and circumstan ces, please tell us why in
your response.
After reviewing the information you provide in response to these comments, we
may have additional comments.
Derrick Romine
Cardo Medical, Inc.
August 25, 2010 Page 2
Form 10-K for the fiscal year ended December 31, 2009
1. We note your response to prior comment 1. Please tell us how you determined that
the family members and business associ ates of Dr. Brooks mentioned in your
response are affiliates of the company as that term is defined in Rule 12b-2. In this
regard, it is not clear what impact the lock-up agreements mentioned in your response
would have on your calculation, given that it appears the securities each person or
class of persons you mention is voting comm on equity. Cite all authority on which
you rely. Also, we note from your response that you applied the same market value
calculation when you filed your Form 10-K. To the extent that these shareholders are
appropriately determined to be your affilia tes, please tell us how you determined that
you continued to be eligible to use Form S-3 at the time you filed that Form S-3 or
when you filed your Form 10-K.
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 35
Liquidity and Capital Resources, page 41
2. We reference your response to prior co mment 4 that your finished goods products
have a shelf life ranging from 8 to 10 year s and that your base-l evel inventories are
projected to be consumed between the 1st quarter to the 4th quarter of 2011. Please
tell us what you mean by base -level inventories and if th ere is some inventory that
will not be consumed in the next twelve months. In this regard, tell us how you
considered that a portion of your inventory should be recorded as long-term in your
balance sheet.
**********
You may contact Kristin Lochhead at ( 202) 551-3664 or me at (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters.
If you have other questions, please contact Louis Rambo at (202) 551-3289 or Geoff
Kruczek at (202) 551-3641.
Sincerely,
Brian Cascio Accounting Branch Chief
Cc: Joshua Weingar d, Chief Legal Officer