SEC Comment Letter for GALECTIN THERAPEUTICS INC (GALT) (CIK 0001133416) (GALT) — Nov 24, 2009
GALECTIN THERAPEUTICS INC (GALT) (CIK 0001133416)
Date: Nov. 24, 2009 · CIK: 0001133416 · Accession: 0000000000-09-066613
AI Filing Summary & Sentiment
Reasoning
Letter
Via Facsimile and U.S. Mail Mail Stop 4720 November 24, 2009 Theodore Zucconi Chief Executive Officer Pro-Pharmaceuticals, Inc. 7 Wells Avenue Newton, Massachusetts 02459
Re: Pro-Pharmaceuticals, Inc. Form 10-K for the Year Ended December 31, 2008 Form 10-Q for the Nine Months ended September 30, 2009 File No. 1-31791
Dear Mr. Zucconi:
We have reviewed your filing and have the following comments. We have limited our review of your filing to your financial statements and related disclosures and do not intend to expand our review to other portions of your document. In our comments, we ask you to provide us with information to better understand your disclosu re. Where a comment requests you to revise disclosure, the info rmation you provide should show us what the revised disclosure will look like and identify th e annual or quarterly filing, as applicable, in which you intend to first include it. If you do not believe th at revised disclosure is necessary, please explain the reason in your re sponse. After review ing the information provided, we may raise additional comments and/or request that you amend your filing.
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.
Form 10-K for the year ended December 31, 2008
Item 9A: Controls and Procedures (b) Management’s Annual Report on Internal Control Over Financial Reporting, page 33 1. You state that “Management did not fully complete documentation of its testing to verify the effectiveness of the key controls.” Please tell us why this did not
Theodore Zucconi Pro-Pharmaceutical November 24, 2009 Page 2 preclude you from concluding that your in ternal control over financial reporting was effective. Further, tell us what “other factors taken into consideration” means and how it entered into your conclusion th at your internal co ntrol over financial reporting was effective.
Report of Independent Register ed Accounting Firm, page F-1
2. Please tell us whether your auditor, V itale, Caturano & Company, was registered with the PCAOB at the date of the auditors ’ report and explain to us why they are no longer registered with the PCAOB. If there was a name change, please state the date of the change in your response.
Please provide us the information requested within 10 business days of the date of this letter or tell us when you will provide a response prior to the expiration of the 10-day period. Please furnish a letter with your responses that keys your response to our comments. Detailed letters gr eatly facilitate our review. You should furnish the letter on EDGAR under the form type label CORRESP.
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 in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating 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 co mments, please provide, in your letter, 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 • 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.
Theodore Zucconi Pro-Pharmaceutical November 24, 2009 Page 3 You may contact Mary Mast , Senior Accountant, at (202) 551-3613, if you have questions regarding the comments. In this re gard, do not hesitate to contact me, at (202) 551-3679.
S i n c e r e l y ,
J i m B . R o s e n b e r g Senior Assistant Chief Accountant
Show Raw Text
Via Facsimile and U.S. Mail
Mail Stop 4720
November 24, 2009
Theodore Zucconi
Chief Executive Officer
Pro-Pharmaceuticals, Inc.
7 Wells Avenue
Newton, Massachusetts 02459
Re: Pro-Pharmaceuticals, Inc.
Form 10-K for the Year Ended December 31, 2008
Form 10-Q for the Nine Months ended September 30, 2009
File No. 1-31791
Dear Mr. Zucconi:
We have reviewed your filing and have the following comments. We have limited
our review of your filing to your financial statements and related disclosures and do not
intend to expand our review to other portions of your document. In our comments, we ask
you to provide us with information to better understand your disclosu re. Where a comment
requests you to revise disclosure, the info rmation you provide should show us what the
revised disclosure will look like and identify th e annual or quarterly filing, as applicable, in
which you intend to first include it. If you do not believe th at revised disclosure is
necessary, please explain the reason in your re sponse. After review ing the information
provided, we may raise additional comments and/or request that you amend your filing.
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.
Form 10-K for the year ended December 31, 2008
Item 9A: Controls and Procedures
(b) Management’s Annual Report on Internal Control Over Financial Reporting, page 33
1. You state that “Management did not fully complete documentation of its testing to
verify the effectiveness of the key controls.” Please tell us why this did not
Theodore Zucconi
Pro-Pharmaceutical November 24, 2009 Page 2
preclude you from concluding that your in ternal control over financial reporting
was effective. Further, tell us what “other factors taken into consideration” means and how it entered into your conclusion th at your internal co ntrol over financial
reporting was effective.
Report of Independent Register ed Accounting Firm, page F-1
2. Please tell us whether your auditor, V itale, Caturano & Company, was registered
with the PCAOB at the date of the auditors ’ report and explain to us why they are
no longer registered with the PCAOB. If there was a name change, please state
the date of the change in your response.
Please provide us the information requested within 10 business days of the date of
this letter or tell us when you will provide a response prior to the expiration of the 10-day
period. Please furnish a letter with your responses that keys your response to our
comments. Detailed letters gr eatly facilitate our review. You should furnish the letter on
EDGAR under the form type label CORRESP.
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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, 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
• 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.
Theodore Zucconi
Pro-Pharmaceutical November 24, 2009 Page 3
You may contact Mary Mast , Senior Accountant, at (202) 551-3613, if you have
questions regarding the comments. In this re gard, do not hesitate to contact me, at (202)
551-3679.
S i n c e r e l y ,
J i m B . R o s e n b e r g
Senior Assistant Chief
Accountant