SEC Comment Letter for SolarWindow Technologies, Inc. (WNDW) (CIK 0001071840) (WNDW) — Aug 22, 2012
SolarWindow Technologies, Inc. (WNDW) (CIK 0001071840)
Date: Aug. 22, 2012 · CIK: 0001071840 · Accession: 0000000000-12-045540
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-182253
Letter
August 22, 2012 Via E -Mail John A. Conklin President and Chief Executive Officer New Energy Technologies, Inc. 9192 Red Branch Road, Suite 110 Columbia, Maryland 21045
Re: New Energy Technologies, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 16, 2012 File No. 333-182253
Dear Mr. Conklin :
We have reviewed your amended registration statement and have t he following comments:
Legal Opinion, Exhibit 5.1
1. Please have counsel delete the second sentence in the last paragraph of the legal opinion. Investors should be able to rely on the opinion.
2. Please revise the legal opinion to opine on the corporate laws of Nevada, the jurisdiction of incorporation of New Energy Technologies, Inc.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Act of 193 3 and all applicable Securities 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.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:
should the Commission o r the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
John A. Conklin New Energy Technologies, Inc. August 22, 2012 Page 2
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Sherry Haywood at 202-551-3345 or me at 202-551-3760 with any questions.
Sincerely,
/s/ Pamela Long
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August 22, 2012 Via E -Mail John A. Conklin President and Chief Executive Officer New Energy Technologies, Inc. 9192 Red Branch Road, Suite 110 Columbia, Maryland 21045 Re: New Energy Technologies, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 16, 2012 File No. 333-182253 Dear Mr. Conklin : We have reviewed your amended registration statement and have t he following comments: Legal Opinion, Exhibit 5.1 1. Please have counsel delete the second sentence in the last paragraph of the legal opinion. Investors should be able to rely on the opinion. 2. Please revise the legal opinion to opine on the corporate laws of Nevada, the jurisdiction of incorporation of New Energy Technologies, Inc. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Act of 193 3 and all applicable Securities 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. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that: should the Commission o r the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; John A. Conklin New Energy Technologies, Inc. August 22, 2012 Page 2 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Sherry Haywood at 202-551-3345 or me at 202-551-3760 with any questions. Sincerely, /s/ Pamela Long Assistant Director cc: Via E -Mail Joseph Sierchio, Esq. Sierchio & Company, LLP 430 Park Avenue, 7th Floor New York, New York 10022