SEC Company Response from StemGen, Inc. (CIK 0001023198) — Jun 23, 2020
StemGen, Inc. (CIK 0001023198)
Date: June 23, 2020 · CIK: 0001023198 · Accession: 0001161697-20-000255
AI Filing Summary & Sentiment
File numbers found in text: 333-235837
Referenced dates: May 28, 2020
Letter
Division of Corporation Finance Office of Technology Re: StemGen, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed May 14, 2020 File No. 333-235837
Dear Mr. Crispino:
This letter is in response to your letter of comment dated May 28, 2020 covering the captioned Amendment No. 1 to Registration Statement filed with the Commission on May 14, 2020. For your convenience, we will restate your comments followed by our responses.
Cover Page
1. We note your response to prior comment 1. It appears that your common stock continues to be quoted on the OTC Pink. As we noted in our prior comment, quotation on the OTC Pink does not satisfy the requirement that there be an established public trading market, with respect to secondary at-the-market offerings, for purposes of identifying the offering price on the prospectus cover page as required by Item 501(b)(3) of Regulation S-K. Refer to Item 201(a)(1)(iii) of Regulation S-K, which provides that “the existence of limited or sporadic quotations” such as the Pink Sheets “should not of itself be deemed an established public trading market.” Therefore, please revise to reflect the fixed price at which the shares will be offered.
Although we disagree with your conclusion, we have revised the offering price accordingly.
Risk Factors, page 3
2. Please add a risk factor concerning your previous inability to timely file your periodic reports under the Securities and Exchange Act of 1934. Please discuss in this risk factor the risk that investors may not have access to current or timely financial information about your company.
The risk factor has been added in response to your comment.
Sonfield & Sonfield
Mr. Matthew Crispino
Division of Corporation Finance
June 23, 2020
Page 2
Interim Financial Statements, page F-1
3. Please update your interim financial statements through March 31, 2020. Refer to Item 11(e) of Form S-1 and Rule 8-08 of Regulation S-X. Similarly, we note it appears that you have not timely filed your Form 10-Q for the quarterly period ended March 31, 2020. If you are unable to timely file this report, you should file a Form 12b-25. Refer to Rule 12b-25.
The financial statements have been updated in response to your comment.
Yours very truly,
Robert L. Sonfield, Jr.
Managing Director
cc: Simon Dawson (via e-mail)
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CORRESP
1
filename1.htm
S O N F I E L D & S O N F I E L D
A Professional Corporation
LEON SONFIELD (1865-1934)
GEORGE M. SONFIELD (1899-1967)
ROBERT L. SONFIELD (1893-1972)
FRANKLIN D. ROOSEVELT, JR. (1914-1988)
ATTORNEYS
AT LAW
2500 WILCREST DRIVE,
3RD FLOOR
HOUSTON, TEXAS
77042-2754
WWW.SONFIELD.COM
TELECOPIER (713) 877-1547
____
TELEPHONE (713)
877-8333
ROBERT L. SONFIELD, JR.
Managing Director
robert@sonfield.com
Jennifer Abney
Legal Assistant
jennifer@sonfield.com
June 23, 2020
By EDGAR correspondence
Mr. Matthew Crispino
Division of Corporation Finance
Office of Technology
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Re:
StemGen, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 14, 2020
File No. 333-235837
Dear Mr. Crispino:
This letter is in response to your letter of comment dated May 28,
2020 covering the captioned Amendment No. 1 to Registration Statement filed with the Commission on May 14, 2020. For your convenience,
we will restate your comments followed by our responses.
Cover Page
1.
We note your response to prior comment 1. It appears that
your common stock continues to be quoted on the OTC Pink. As we noted in our prior comment, quotation on the OTC Pink does
not satisfy the requirement that there be an established public trading market, with respect to secondary at-the-market
offerings, for purposes of identifying the offering price on the prospectus cover page as required by Item 501(b)(3) of
Regulation S-K. Refer to Item 201(a)(1)(iii) of Regulation S-K, which provides that “the existence of limited or
sporadic quotations” such as the Pink Sheets “should not of itself be deemed an established public trading
market.” Therefore, please revise to reflect the fixed price at which the shares will be offered.
Although we disagree with your conclusion, we have revised the offering price accordingly.
Risk Factors, page 3
2.
Please add a risk factor concerning your previous inability to
timely file your periodic reports under the Securities and Exchange Act of 1934. Please
discuss in this risk factor the risk that investors may not have access
to current or timely financial information about your company.
The risk factor has been added in response to your comment.
Sonfield & Sonfield
Mr. Matthew Crispino
Division of Corporation Finance
June 23, 2020
Page 2
Interim Financial Statements, page F-1
3.
Please update your interim financial statements through March
31, 2020. Refer to Item 11(e) of Form S-1 and Rule 8-08 of Regulation S-X. Similarly,
we note it appears that you have not timely filed your Form 10-Q for the quarterly period
ended March 31, 2020. If you are unable to timely file this report, you should file
a Form 12b-25. Refer to Rule 12b-25.
The financial statements have been updated in response to your comment.
Yours very truly,
Robert L. Sonfield, Jr.
Managing Director
cc: Simon Dawson (via e-mail)