SEC Comment Letter for AIM ImmunoTech Inc. (AIM) (CIK 0000946644) (AIM) — Dec 3, 2010
AIM ImmunoTech Inc. (AIM) (CIK 0000946644)
Date: Dec. 3, 2010 · CIK: 0000946644 · Accession: 0000000000-10-072560
AI Filing Summary & Sentiment
Reasoning
Letter
December 3, 2010 William A. Carter, M.D. Chief Executive Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard Philadelphia, PA 19103 Re: Hemispherx Biopharma, Inc. Form 10-K for the year ended December 31, 2009 Form 10-K/A for the year ended December 31, 2009 File No. 1-13441
Dear Mr. Carter: We have reviewed your November 16, 2010 and November 23, 2010 responses to our November 4, 2010 letter 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 this information. Please furnish us a letter on EDGAR under the form type label CORRESP that keys yo ur response to our comment. After reviewing the information provided, we may raise additional comments and/or request that you amend your filing.
Form 10-K for the fiscal year ended December 31, 2009
(17) Fair value, page F-33
1. We acknowledge your response to prior comment 2 and your supplemental response dated November 23, 2010. Please address the following:
• Provide us a detailed analysis under AS C 815 (formerly EITF 00-19) that supports your classification of the warra nts as a liability. Please no te that there are certain exceptions where equity classifi cation would not be precluded.
• The analysis provided presen ts valuations of the warra nts both before and after adjusting for the probability of a “Fun damental Transaction” occurring. You concluded not to record a liability because the value of the warrants was insignificant. Assuming the accounting literature supports that the warrants should be classified as a liability, tell us why your conclusion to record a liability was based only on the valuation after adjusting fo r the probability of a “Funda mental Transaction.” We believe the warrants have value despite th e contingency related to a “Fundamental
William A. Carter, M.D. Hemispherx Biopharma, Inc. December 3, 2010 Page 2
Transaction” occurring, similar to that provided in your November 23, 2010 response which indicates the warrant value for a ll the warrants gran ted on May 18 and 21, 2009 to be approximately $3.2 million usi ng the Black-Scholes-Merton pricing model. You may contact Sasha Parikh, Staff Accountant, at (202) 551-3627 or Gus Rodriguez, Accounting Branch Chief, at (202) 551-3752 if you have questions regarding the processing of your response as well as any questio ns regarding the comment. In this regard, do not hesitate to contact me at (202) 551-3679. Sincerely,
Jim B. Rosenberg Senior Assistant Chief Accountant
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December 3, 2010 William A. Carter, M.D. Chief Executive Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard Philadelphia, PA 19103 Re: Hemispherx Biopharma, Inc. Form 10-K for the year ended December 31, 2009 Form 10-K/A for the year ended December 31, 2009 File No. 1-13441 Dear Mr. Carter: We have reviewed your November 16, 2010 and November 23, 2010 responses to our November 4, 2010 letter 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 this information. Please furnish us a letter on EDGAR under the form type label CORRESP that keys yo ur response to our comment. After reviewing the information provided, we may raise additional comments and/or request that you amend your filing. Form 10-K for the fiscal year ended December 31, 2009 (17) Fair value, page F-33 1. We acknowledge your response to prior comment 2 and your supplemental response dated November 23, 2010. Please address the following: • Provide us a detailed analysis under AS C 815 (formerly EITF 00-19) that supports your classification of the warra nts as a liability. Please no te that there are certain exceptions where equity classifi cation would not be precluded. • The analysis provided presen ts valuations of the warra nts both before and after adjusting for the probability of a “Fun damental Transaction” occurring. You concluded not to record a liability because the value of the warrants was insignificant. Assuming the accounting literature supports that the warrants should be classified as a liability, tell us why your conclusion to record a liability was based only on the valuation after adjusting fo r the probability of a “Funda mental Transaction.” We believe the warrants have value despite th e contingency related to a “Fundamental William A. Carter, M.D. Hemispherx Biopharma, Inc. December 3, 2010 Page 2 Transaction” occurring, similar to that provided in your November 23, 2010 response which indicates the warrant value for a ll the warrants gran ted on May 18 and 21, 2009 to be approximately $3.2 million usi ng the Black-Scholes-Merton pricing model. You may contact Sasha Parikh, Staff Accountant, at (202) 551-3627 or Gus Rodriguez, Accounting Branch Chief, at (202) 551-3752 if you have questions regarding the processing of your response as well as any questio ns regarding the comment. In this regard, do not hesitate to contact me at (202) 551-3679. Sincerely, Jim B. Rosenberg Senior Assistant Chief Accountant