SEC Comment Letter for AIM ImmunoTech Inc. (AIM) (CIK 0000946644) (AIM) — Aug 17, 2012
AIM ImmunoTech Inc. (AIM) (CIK 0000946644)
Date: Aug. 17, 2012 · CIK: 0000946644 · Accession: 0000000000-12-044675
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-13441
Letter
August 17, 2012 Charles Bernhardt Chief Financial Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard Philadelphia, Pennsylvania 19103
Re: Hemispherx Biopharma, Inc. Preliminary Proxy Statement on Schedule 14A Filed August 13, 2012 File No. 001-13441
Dear Mr. Bernhardt :
We have limited our review of your proxy statement to the issue we have addressed in our comment. Please respond to this letter by amending your proxy statement . Where 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 proxy statement , we may have additional comments.
1. We note that in Proposal No. 4, the company is requesting authority to issue up to 75 million of the 150 million Restricted Shares in capital raising transactions . Please revise your disclosure to address , in the event shareholder approval is o btained for the allocation of the 75 million Restricted Shares and FDA approval is not granted for Ampligen, how the company may use the proceeds from the issuance of such shares and whether the company may use the proceeds for purposes other than as speci fically discussed in the proxy statement .
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 the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are 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.
In responding to our comment, ple ase provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
Charles Bernhardt Hemispherx Biopharma, Inc. August 17, 2012 Page 2
staff comments or changes to disclosure in response to staff comments do not foreclose the Comm ission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Johnny Gharib at (202) 551 -3170, Daniel Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Daniel Greenspan for
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August 17, 2012 Charles Bernhardt Chief Financial Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard Philadelphia, Pennsylvania 19103 Re: Hemispherx Biopharma, Inc. Preliminary Proxy Statement on Schedule 14A Filed August 13, 2012 File No. 001-13441 Dear Mr. Bernhardt : We have limited our review of your proxy statement to the issue we have addressed in our comment. Please respond to this letter by amending your proxy statement . Where 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 proxy statement , we may have additional comments. 1. We note that in Proposal No. 4, the company is requesting authority to issue up to 75 million of the 150 million Restricted Shares in capital raising transactions . Please revise your disclosure to address , in the event shareholder approval is o btained for the allocation of the 75 million Restricted Shares and FDA approval is not granted for Ampligen, how the company may use the proceeds from the issuance of such shares and whether the company may use the proceeds for purposes other than as speci fically discussed in the proxy statement . 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 the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are 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. In responding to our comment, ple ase provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; Charles Bernhardt Hemispherx Biopharma, Inc. August 17, 2012 Page 2 staff comments or changes to disclosure in response to staff comments do not foreclose the Comm ission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please contact Johnny Gharib at (202) 551 -3170, Daniel Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Daniel Greenspan for Jeffrey Riedler Assistant Director cc: Via Email Richard Feiner, Esq. Silverman Sclar Shin & Byrne PLLC 381 Park Avenue South, Suite 1601 New York, NY 10016