SEC Comment Letter for Cyclacel Pharmaceuticals, Inc. (BGMS, BGMSP) (CIK 0001130166) (BGMS) — Dec 14, 2007
Cyclacel Pharmaceuticals, Inc. (BGMS, BGMSP) (CIK 0001130166)
Date: Dec. 14, 2007 · CIK: 0001130166 · Accession: 0000000000-07-060637
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-147997
Letter
Mail Stop 6010 December 14, 2007 Spiro Rombotis Chief Executive Officer Cyclacel Pharmaceuticals, Inc. 200 Connell Drive, Suite 1500 Berkeley Heights, NJ 07922 Re: Cyclacel Pharmaceuticals, Inc. Registration Statement on Form S-3 Filed December 11, 2007 File No. 333-147997
Dear Mr. Rombotis: We have limited our review of your filing to the issue we have addressed in our comment. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. Please understand that the purpose of our review 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 comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Selling Stockholder, page 33
1. We note your disclosure that the selling stockholder beneficially owns, prior to the offering, 5.8% of the shares of the company. However, based on your description of how the beneficial ownership was determined, it appears that the percentage should have been much larger. Please revise your filing to correct the percentage of shares beneficially owned prior to the offering, or provide us with a detailed analysis of how you determined that percentage to be 5.8%.
As appropriate, please amend your registration statement in response to this comment. You may wish to provide us with marked copies of the amendment to expedite
Spiro Rombotis Cyclacel Pharmaceuticals, Inc. December 14, 2007 Page 2 our review. Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and response to our comment. 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 all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment 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. Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: should the Commission or 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; 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. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. 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. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Spiro Rombotis Cyclacel Pharmaceuticals, Inc. December 14, 2007 Page 3 Please contact Sebastian Gomez Abero at (202) 551-3578 or me at (202) 551- 3715 with any questions. S i n c e r e l y , J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r cc: Joel I. Papernik, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. The Chrysler Center 666 Third Avenue New York, New York 10017
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Mail Stop 6010 December 14, 2007 Spiro Rombotis Chief Executive Officer Cyclacel Pharmaceuticals, Inc. 200 Connell Drive, Suite 1500 Berkeley Heights, NJ 07922 Re: Cyclacel Pharmaceuticals, Inc. Registration Statement on Form S-3 Filed December 11, 2007 File No. 333-147997 Dear Mr. Rombotis: We have limited our review of your filing to the issue we have addressed in our comment. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. Please understand that the purpose of our review 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 comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Selling Stockholder, page 33 1. We note your disclosure that the selling stockholder beneficially owns, prior to the offering, 5.8% of the shares of the company. However, based on your description of how the beneficial ownership was determined, it appears that the percentage should have been much larger. Please revise your filing to correct the percentage of shares beneficially owned prior to the offering, or provide us with a detailed analysis of how you determined that percentage to be 5.8%. As appropriate, please amend your registration statement in response to this comment. You may wish to provide us with marked copies of the amendment to expedite Spiro Rombotis Cyclacel Pharmaceuticals, Inc. December 14, 2007 Page 2 our review. Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and response to our comment. 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 all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment 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. Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: should the Commission or 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; 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. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. 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. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. Spiro Rombotis Cyclacel Pharmaceuticals, Inc. December 14, 2007 Page 3 Please contact Sebastian Gomez Abero at (202) 551-3578 or me at (202) 551- 3715 with any questions. S i n c e r e l y , J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r cc: Joel I. Papernik, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. The Chrysler Center 666 Third Avenue New York, New York 10017