SEC Comment Letter for Aspira Women's Health Inc. (AWHL) (CIK 0000926617) (AWHL) — May 29, 2012
Aspira Women's Health Inc. (AWHL) (CIK 0000926617)
Date: May 29, 2012 · CIK: 0000926617 · Accession: 0000000000-12-027627
AI Filing Summary & Sentiment
Reasoning
Referenced dates: May 22, 2012
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE May 29, 2012 Via E-Mail Peiyi Zhao, Esq. Paul Hastings LLP 1117 S. California Avenue Palo Alto, CA 94304 Re: Vermillion, Inc. Response Letter submitted on May 25, 2012 Amended Preliminary Proxy St atement on Schedule 14A Filed on May 17, 2012 File No. 1-34810
Dear Ms. Zhao:
We have reviewed your filing and ha ve the following comment. Please respond to this letter by amen ding your filing, by providing the requested information, or by advisi ng us when you will provid e the requested response. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the inform ation you provide in response to this comment, we may have additional comments.
Schedule 14A
Proposal One: Election of Directors, page 7
1. We note your response to comment three in our letter dated May 22, 2012 and your statement that if the amendmen t to reduce the size of the board is reversed, you will send an amended proxy statement and amended proxy card to security holders. Please revise, here and on the proxy card, to disclose the risk that if the amendment to reduce the size of the board is reversed, then shareholders who only vote the issuer’s fi rst proxy card and do not return a second proxy card will be disenf ranchised with respect to the second board seat. Please also revise to disclose, if true , that under state law, if the amendment to reduce the size of the board is reversed, the issuer is still permitted to use the first proxy cards to vote for Mr. Sohmer.
Peiyi Zhao, Esq. Paul Hastings LLP May 29, 2012 Page 2
Please direct any questions to me at ( 202) 551-3411. You may also contact me via facsimile at (202) 772-9203. Please send all corre spondence to us at the following ZIP code: 20549-3628. Sincerely, /s/ Peggy Kim Peggy Kim S p e c i a l C o u n s e l Office of Mergers & Acquisitions
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
May 29, 2012
Via E-Mail
Peiyi Zhao, Esq. Paul Hastings LLP 1117 S. California Avenue Palo Alto, CA 94304
Re: Vermillion, Inc.
Response Letter submitted on May 25, 2012
Amended Preliminary Proxy St atement on Schedule 14A
Filed on May 17, 2012
File No. 1-34810
Dear Ms. Zhao:
We have reviewed your filing and ha ve the following comment.
Please respond to this letter by amen ding your filing, by providing the requested
information, or by advisi ng us when you will provid e the requested response. If you do not believe
our comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the inform ation you provide in response
to this comment, we may have additional comments.
Schedule 14A
Proposal One: Election of Directors, page 7
1. We note your response to comment three in our letter dated May 22, 2012 and your
statement that if the amendmen t to reduce the size of the board is reversed, you will send
an amended proxy statement and amended proxy card to security holders. Please revise,
here and on the proxy card, to disclose the risk that if the amendment to reduce the size of
the board is reversed, then shareholders who only vote the issuer’s fi rst proxy card and do
not return a second proxy card will be disenf ranchised with respect to the second board
seat. Please also revise to disclose, if true , that under state law, if the amendment to
reduce the size of the board is reversed, the issuer is still permitted to use the first proxy
cards to vote for Mr. Sohmer.
Peiyi Zhao, Esq.
Paul Hastings LLP May 29, 2012 Page 2
Please direct any questions to me at ( 202) 551-3411. You may also contact me via
facsimile at (202) 772-9203. Please send all corre spondence to us at the following ZIP code:
20549-3628. Sincerely,
/s/ Peggy Kim
Peggy Kim S p e c i a l C o u n s e l Office of Mergers & Acquisitions