SEC Comment Letter for Cardiff Oncology, Inc. (CRDF) (CIK 0001213037) (CRDF) — Mar 15, 2012
Cardiff Oncology, Inc. (CRDF) (CIK 0001213037)
Date: March 15, 2012 · CIK: 0001213037 · Accession: 0000000000-12-013341
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File numbers found in text: 000-54556
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March 15, 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. Preliminary Proxy Statement on Form PRE 14A Filed March 7, 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 by amending your filing. If you do not believe our comments apply to your facts and circumstances or do not be lieve an amendment is appropriate, please 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. Preliminary Proxy Statement on Form PRE 14A 1. Please disclose your current plans, if any, to make awards under the amended 2004 Stock Option Plan. 2. Please disclose whether you currently have, or do not have, any plans, arrangements or understandings, written or oral, to issue any of the authoriz ed but unissued shares that would become available as a result of the appr oval of the amendment to the Certificate of Incorporation to effect a reverse stock split of common stock. If so, describe those plans, arrangements or understandings. We note that the number of authorized shares of common stock is not being reduced in propor tion to the reverse stock split ratio. 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 Dr. Antonius Schuh, Ph.D. TrovaGene, Inc. March 15, 2012 Page 2 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. You may contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any questions. Sincerely, /s/ Jeffrey P. Riedler Jeffrey P. Riedler Assistant Director