SEC Comment Letter for Cardiff Oncology, Inc. (CRDF) (CIK 0001213037) (CRDF) — Nov 30, 2011
Cardiff Oncology, Inc. (CRDF) (CIK 0001213037)
Date: Nov. 30, 2011 · CIK: 0001213037 · Accession: 0000000000-11-068910
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File numbers found in text: 000-54556
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November 30, 2011 Via E-mail Dr. Antonius Schuh, Ph.D. Chief Executive Officer TrovaGene, Inc. 11055 Flintkote Avenue, Suite B San Diego, CA 92121 Re: TrovaGene, Inc. Registration Statement on Form 10-12G Filed November 25, 2011 File No. 000-54556 Dear Dr. Schuh: Our preliminary review of your registration st atement indicates that it fails in certain material respects to comply with the requirements of the Securi ties Act of 1933, the rules and regulations under that Act, and th e requirements of the form. We note in part icular that interim financial statements included in th e filing are not current as requir ed by Article 8-08 of Regulation S-X. You will need to amend your filing to pr ovide updated inte rim financial statements and an updated letter of consent fr om the company’s auditor. We will not perform a detailed examination of the registrati on statement and we will not issue comments because to do so would delay the review of other di sclosure documents that do not appear to contain comp arable deficiencies. If you were to request acceleratio n of the effective date of the registration statement in its present form, we would likely reco mmend that the Commissi on deny your request. We suggest that you consider filing a substa ntive amendment to correct the deficiencies. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Jeffrey J. Fessler Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Floor New York, NY 10006