SEC Comment Letter for Nuo Therapeutics, Inc. (AURX) (CIK 0001091596) (AURX) — Oct 19, 2011
Nuo Therapeutics, Inc. (AURX) (CIK 0001091596)
Date: Oct. 19, 2011 · CIK: 0001091596 · Accession: 0000000000-11-061282
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File numbers found in text: 333-170747
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October 19, 2011
Via E-mail
Andrew S. Maslan Chief Financial Officer Cytomedix, Inc. 209 Perry Parkway, Suite 7 Gaithersburg, MD 20877
Re: Cytomedix, Inc.
Post-Effective Amendment No. 2 to Form S-1 Filed October 4, 2011
File No. 333-170747
Dear Mr. Maslan:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. Where you do not beli eve our comments apply 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 re gistration statement and the information you
provide in response to these comments , we may have additional comments.
Item 16. Exhibits and Financia l Statement Schedules, page 96
1. Please tell us why your filing does not include the interactive data f ile exhibit required by
Regulation S-K Item 601(b)(101).
Signatures, page 100
2. Please amend your filing to include the signatu re of the principal executive officer below
the second paragraph of the Signature Page in accordance with the requirements of
Form S-1.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Since the company and its management are in
Andrew S. Maslan Cytomedix, Inc. October 19, 2011 Page 2
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, before we can declare the amended registration
statement effective, the company should pr ovide us with a letter, acknowledging that:
should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
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 a nd 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. You may contact Aslynn H ogue at (202) 551-3841 or Ja y Mumford at (202) 551-3637
with any questions.
Sincerely,
/s/ Jay Mumford for
R u s s e l l M a n c u s o B r a n c h C h i e f cc (via e-mail): F. Alec Orudjev, Esq. –– Cozen O’Connor