SEC Comment Letter for Cardiff Oncology, Inc. (CRDF) (CIK 0001213037) (CRDF) — Feb 24, 2012
Cardiff Oncology, Inc. (CRDF) (CIK 0001213037)
Date: Feb. 24, 2012 · CIK: 0001213037 · Accession: 0000000000-12-009759
AI Filing Summary & Sentiment
File numbers found in text: 000-54556
Letter
February 24, 2012 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. Amendment No. 2 to Registration Statement on Form 10-12G/A Filed February 15, 2012 File No. 000-54556
Dear Dr. Schuh: We have reviewed your filing and have the following 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 within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Amendment No. 2 to Registration Statement on Form 10-12G/A
General 1. Please update your financial statements and related financial in formation through the period ended December 31, 2011 as require d by Rule 8-08 of Regulation S-X.
Item 2. Management’s Discussion and Analys is of Financial Condition and Results of Operations Critical Accounting Policies Royalty and License Revenues, page 26
2. Please refer to your responses to comments 31 and 44. The policy provided here is very vague and generic. It is unclear from your disclo sure why recognizing $20,000, $10,000 and $500,000 in license fee revenues during th e nine months ended September 30, 2011
Dr. Antonius Schuh, Ph.D. TrovaGene, Inc. February 24, 2012 Page 2
and the years ended December 31, 2010 and 2009 respectively was considered appropriate. Please revise your disclosure to clarify, in all periods presented, the basis for recognizing your license fee revenues. Disclose the counterparty to the agreement that resulted in the recognition of such revenues. Please assure that all revenue generating activities with the counterparty and your accounting policy for each are disclosed. For your multiple element arrangements discuss th e factors that substantiate that any deliverables qualify as separate units of accounting. Please refer to ASU 2009-13. Item 6. Executive Compensation, page 36
Summary Compensation Table, page 36
3. Please refer to your response to comment 39. Please expand this table to provide compensation information for the fiscal years ended December 31, 2011 and December 31, 2010. Please note that Item 402(n)(1) requi res compensation information for each of your last two completed fiscal years.
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 include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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 responding to our comments, please provi de a written statement from the company acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure 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 comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
Dr. Antonius Schuh, Ph.D. TrovaGene, Inc. February 24, 2012 Page 3
You may contact Ibolya Igna t at (202) 551-3656 or Lisa Va njoske at (202) 551-3614 if you have questions regarding comments on the fina ncial statements and related matters. Please contact Rose Zukin at (202) 551-3239, Dan Green span at (202) 551-3623 or me at (202) 551- 3710 with any other questions. Sincerely, /s/ Daniel S. Greenspan for Jeffrey P. Riedler Assistant Director cc: Jeffrey J. Fessler Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Floor New York, NY 10006
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February 24, 2012 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. Amendment No. 2 to Registration Statement on Form 10-12G/A Filed February 15, 2012 File No. 000-54556 Dear Dr. Schuh: We have reviewed your filing and have the following 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 within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Amendment No. 2 to Registration Statement on Form 10-12G/A General 1. Please update your financial statements and related financial in formation through the period ended December 31, 2011 as require d by Rule 8-08 of Regulation S-X. Item 2. Management’s Discussion and Analys is of Financial Condition and Results of Operations Critical Accounting Policies Royalty and License Revenues, page 26 2. Please refer to your responses to comments 31 and 44. The policy provided here is very vague and generic. It is unclear from your disclo sure why recognizing $20,000, $10,000 and $500,000 in license fee revenues during th e nine months ended September 30, 2011 Dr. Antonius Schuh, Ph.D. TrovaGene, Inc. February 24, 2012 Page 2 and the years ended December 31, 2010 and 2009 respectively was considered appropriate. Please revise your disclosure to clarify, in all periods presented, the basis for recognizing your license fee revenues. Disclose the counterparty to the agreement that resulted in the recognition of such revenues. Please assure that all revenue generating activities with the counterparty and your accounting policy for each are disclosed. For your multiple element arrangements discuss th e factors that substantiate that any deliverables qualify as separate units of accounting. Please refer to ASU 2009-13. Item 6. Executive Compensation, page 36 Summary Compensation Table, page 36 3. Please refer to your response to comment 39. Please expand this table to provide compensation information for the fiscal years ended December 31, 2011 and December 31, 2010. Please note that Item 402(n)(1) requi res compensation information for each of your last two completed fiscal years. 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 include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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 responding to our comments, please provi de a written statement from the company acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure 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 comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States. Dr. Antonius Schuh, Ph.D. TrovaGene, Inc. February 24, 2012 Page 3 You may contact Ibolya Igna t at (202) 551-3656 or Lisa Va njoske at (202) 551-3614 if you have questions regarding comments on the fina ncial statements and related matters. Please contact Rose Zukin at (202) 551-3239, Dan Green span at (202) 551-3623 or me at (202) 551- 3710 with any other questions. Sincerely, /s/ Daniel S. Greenspan for Jeffrey P. Riedler Assistant Director cc: Jeffrey J. Fessler Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Floor New York, NY 10006