SEC Comment Letter for PLUS THERAPEUTICS, INC. (CNSY) (CIK 0001095981) (CNSY) — Dec 3, 2008
PLUS THERAPEUTICS, INC. (CNSY) (CIK 0001095981)
Date: Dec. 3, 2008 · CIK: 0001095981 · Accession: 0000000000-08-059417
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-32501
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3030 November 26, 2008 VIA U.S. MAIL and FACSIMILE (858) 450-4355 Mark E. Saad Chief Financial Officer Cytori Therapeutics, Inc. 3020 Callan Road San Diego, CA 92121 RE: Cytori Therapeutics, Inc. Form 10-K for the Fiscal Year Ended December 31, 2007 Filed March 14, 2008 Form 10-Qs for the Quarterly Peri ods Ended March 31, June 30, and September 30, 2008 File No. 000-32501
Dear Mr. Saad: We have reviewed your filing and have the following comments. We have limited our review of your filing to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Saad Cytori Therapeutics, Inc. November 26, 2008 Page 2 Form 10-K for the Fiscal Year Ended December 31, 2007
Item 1. Financial Statements
Note 4. Transactions with Olympus Corpor ation - Condensed Fina ncial Information for the Joint Venture, page 68
1. We see that you have a 50% interest in th e Olympus-Cytori joint venture. Please tell us and revise future filings to di sclose the components of equity loss from investment in joint venture. Tell us why the equity loss is not equal to 50% of the net loss of the joint venture. 2. As a related matter, please tell us how you considered whether the joint venture is a significant unconsolidated subsidiary for which you should file separate financial statements under Rule 3-09 of Regulation S-X. Note 5. Gain on Sale of Assets, page 68
3. We see that in May 2007 you sold your intellectual property rights and tangible assets related to the spin e and orthopedic bioresorba ble implant product line. Please tell us how you considered whether you should record th e disposition as discontinued operations, in accordance with SFAS 144. Please reference paragraphs 41 – 43 of the SFAS. Exhibits 31.1. and 31.2
4. We note that you omitted the language in paragraph 4 of Item 601(b)(31)(i) of Regulation S-K that refers to internal c ontrol over financial reporting. Please file an abbreviated amendment to the Fo rm 10-K that includes a cover page, explanatory note, signature pa ge and paragraphs 1, 2, 4 a nd 5 of the certification. Please note that you should also comply with any applicable futures comments in the abbreviated amendment.
5. We note that the identification of the certi fying individual at the beginning of the certification required by Exchange Act Rule 13a-14(a) also includes the title of the certifying individual. We note that you deleted th e phrase ‘(the registrant’s fourth fiscal quarter in th e case of an annual report)’ in paragraph 4(c) of the certification. In future filings, the identif ication of the certifyi ng individual at the beginning of the certification should be revised so as not to include the individual’s title and the wording in the certification should be consistent with Item 601(b)(31)(i) of Regulation S-K.
Mr. Saad Cytori Therapeutics, Inc. November 26, 2008 Page 3 Form 10-Qs for the Quarterly Periods E nded March 31, June 30, and September 30, 2008
Note 6. Revenue Recognition, page 9
6. Please tell us and revise future filings to disclose the nature of the multiple elements that are included in product sa les of your Celution 800/CRS System and how you apply EITF 00-21 to these arrang ements. Please also discuss how you determine fair value of each element and the timing of revenue recognition for each element. Exhibits 31.1. and 31.2
7. We note that you omitted the language in paragraph 4 of Item 601(b)(31)(i) of Regulation S-K that refers to internal c ontrol over financial reporting. Please file an abbreviated amendment to each Form 10-Q that includes a cover page, explanatory note, signature pa ge and paragraphs 1, 2, 4 a nd 5 of the certification. Please note that you should also comply with any applicable futures comments in the abbreviated amendment.
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. Please furnish a cover letter with your amendment response th at keys your responses to our comments and provides any requested information. Y ou may wish to provide us with marked copies of your amendment for our review. De tailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed decision. 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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
Mr. Saad Cytori Therapeutics, Inc. November 26, 2008 Page 4 the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Kristin Lochhead at (202) 551-3664 or me at (202) 551-3676 if you have questions. In this regard, please do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at ( 202) 551-3671 with any other questions.
Sincerely,
Brian Cascio Accounting Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
November 26, 2008
VIA U.S. MAIL and FACSIMILE (858) 450-4355
Mark E. Saad Chief Financial Officer Cytori Therapeutics, Inc. 3020 Callan Road San Diego, CA 92121
RE: Cytori Therapeutics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007
Filed March 14, 2008
Form 10-Qs for the Quarterly Peri ods Ended March 31, June 30, and
September 30, 2008
File No. 000-32501
Dear Mr. Saad:
We have reviewed your filing and have the following comments. We have
limited our review of your filing to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Saad
Cytori Therapeutics, Inc.
November 26, 2008 Page 2 Form 10-K for the Fiscal Year Ended December 31, 2007
Item 1. Financial Statements
Note 4. Transactions with Olympus Corpor ation - Condensed Fina ncial Information for
the Joint Venture, page 68
1. We see that you have a 50% interest in th e Olympus-Cytori joint venture. Please
tell us and revise future filings to di sclose the components of equity loss from
investment in joint venture. Tell us why the equity loss is not equal to 50% of the
net loss of the joint venture.
2. As a related matter, please tell us how you considered whether the joint venture is
a significant unconsolidated subsidiary for which you should file separate financial statements under Rule 3-09 of Regulation S-X.
Note 5. Gain on Sale of Assets, page 68
3. We see that in May 2007 you sold your intellectual property rights and tangible
assets related to the spin e and orthopedic bioresorba ble implant product line.
Please tell us how you considered whether you should record th e disposition as
discontinued operations, in accordance with SFAS 144. Please reference
paragraphs 41 – 43 of the SFAS.
Exhibits 31.1. and 31.2
4. We note that you omitted the language in paragraph 4 of Item 601(b)(31)(i) of
Regulation S-K that refers to internal c ontrol over financial reporting. Please file
an abbreviated amendment to the Fo rm 10-K that includes a cover page,
explanatory note, signature pa ge and paragraphs 1, 2, 4 a nd 5 of the certification.
Please note that you should also comply with any applicable futures comments in
the abbreviated amendment.
5. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule 13a-14(a) also includes the title of
the certifying individual. We note that you deleted th e phrase ‘(the registrant’s
fourth fiscal quarter in th e case of an annual report)’ in paragraph 4(c) of the
certification. In future filings, the identif ication of the certifyi ng individual at the
beginning of the certification should be revised so as not to include the
individual’s title and the wording in the certification should be consistent with
Item 601(b)(31)(i) of Regulation S-K.
Mr. Saad
Cytori Therapeutics, Inc.
November 26, 2008 Page 3 Form 10-Qs for the Quarterly Periods E nded March 31, June 30, and September 30, 2008
Note 6. Revenue Recognition, page 9
6. Please tell us and revise future filings to disclose the nature of the multiple elements that are included in product sa les of your Celution 800/CRS System and
how you apply EITF 00-21 to these arrang ements. Please also discuss how you
determine fair value of each element and the timing of revenue recognition for each element.
Exhibits 31.1. and 31.2
7. We note that you omitted the language in paragraph 4 of Item 601(b)(31)(i) of
Regulation S-K that refers to internal c ontrol over financial reporting. Please file
an abbreviated amendment to each Form 10-Q that includes a cover page, explanatory note, signature pa ge and paragraphs 1, 2, 4 a nd 5 of the certification.
Please note that you should also comply with any applicable futures comments in
the abbreviated amendment.
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. Please furnish a
cover letter with your amendment response th at keys your responses to our comments
and provides any requested information. Y ou may wish to provide us with marked
copies of your amendment for our review. De tailed cover letters greatly facilitate our
review. Please understand that we may have additional comments after reviewing your
responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision. 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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
Mr. Saad
Cytori Therapeutics, Inc. November 26, 2008 Page 4
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing. You may contact Kristin Lochhead at (202) 551-3664 or me at (202) 551-3676 if you have questions. In this regard, please do not hesitate to contact Martin James, Senior
Assistant Chief Accountant, at ( 202) 551-3671 with any other questions.
Sincerely,
Brian Cascio Accounting Branch Chief