SEC Comment Letter for Cyclacel Pharmaceuticals, Inc. (BGMS, BGMSP) (CIK 0001130166) (BGMS) — Apr 13, 2011
Cyclacel Pharmaceuticals, Inc. (BGMS, BGMSP) (CIK 0001130166)
Date: April 13, 2011 · CIK: 0001130166 · Accession: 0000000000-11-023047
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-173291
Letter
April 13, 2011 Spiro Rombotis President and Chief Executive Officer Cyclacel Pharmaceuticals, Inc. 200 Connell Drive, Suite 1500 Barkeley Heights, NJ 07922
Re: Cyclacel Pharmaceuticals, Inc. Registration Statement on Form S-3 Filed April 4, 2011 File No. 333-173291
Dear Mr. Rombotis: 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 believe 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.
General
1. Please verify that you will file forms of indenture in a pre-effective amendment for the senior and subordina ted debt securities.
2. We note that you are attempting to register a primary offering of your securities on Form S-3, but the aggregate market value of the common equity held by non-affiliates appears to be less than the $75 million mi nimum required by General Instruction I.B.1. of S-3. Accordingly, please provide us with an explanation of why you are eligible to register this offering on Form S-3. If you are relying on General Instruction I.B.6. of S-3, pleas e confirm this and provide th e disclosure on the outside front cover of the prospectus re quired by Instruc tion 7 to I.B.6.
3. Please confirm that, in connection with each takedown of securiti es, you will file an amended legal opinion as to the specific securities issued.
Spiro Rombotis Cyclacel Pharmaceuticals, Inc. April 13, 2011 Page 2
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 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 pr ovide a written statement from the company 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. Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a written request for acceleration of the effective date of the regi stration statement as confirmation of the fact that those reques ting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Johnny Gharib at (202) 551-3170, Daniel Greenspan at (202) 551-3623 or me at (202) 551-3715 with any other questions. Sincerely, Jeffrey Riedler Assistant Director cc: Joel I. Papernik, Esq. Todd E. Mason, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 666 Third Avenue New York, New York 10017
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April 13, 2011
Spiro Rombotis President and Chief Executive Officer Cyclacel Pharmaceuticals, Inc. 200 Connell Drive, Suite 1500
Barkeley Heights, NJ 07922
Re: Cyclacel Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed April 4, 2011
File No. 333-173291
Dear Mr. Rombotis:
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 believe 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.
General
1. Please verify that you will file forms of indenture in a pre-effective amendment for the senior and subordina ted debt securities.
2. We note that you are attempting to register a primary offering of your securities on
Form S-3, but the aggregate market value of the common equity held by non-affiliates
appears to be less than the $75 million mi nimum required by General Instruction
I.B.1. of S-3. Accordingly, please provide us with an explanation of why you are eligible to register this offering on Form S-3. If you are relying on General Instruction I.B.6. of S-3, pleas e confirm this and provide th e disclosure on the outside
front cover of the prospectus re quired by Instruc tion 7 to I.B.6.
3. Please confirm that, in connection with each takedown of securiti es, you will file an
amended legal opinion as to the specific securities issued.
Spiro Rombotis Cyclacel Pharmaceuticals, Inc. April 13, 2011 Page 2
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
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 pr ovide a written statement from the company
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. Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a
written request for acceleration of the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Johnny Gharib at (202) 551-3170, Daniel Greenspan at (202) 551-3623
or me at (202) 551-3715 with any other questions.
Sincerely,
Jeffrey Riedler
Assistant Director
cc: Joel I. Papernik, Esq. Todd E. Mason, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 666 Third Avenue New York, New York 10017