SEC Comment Letter for Cardiff Oncology, Inc. (CRDF) (CIK 0001213037) (CRDF) — Nov 7, 2017
Cardiff Oncology, Inc. (CRDF) (CIK 0001213037)
Date: Nov. 7, 2017 · CIK: 0001213037 · Accession: 0000000000-17-039512
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File numbers found in text: 333-221115
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November 7, 2017
William J. Welch
Chief Executive Officer
Trovagene, Inc.
11055 Flintkote Avenue
San Diego, CA 92121
Re:Trovagene, Inc.
Registration Statement on Form S-1
Filed October 25, 2017
File No. 333-221115
Dear Mr. Welch:
We have limited our review of your registration 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. If 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed 10/25/17
Cover page
1.It appears that shares of common stock and warrants will be offered and priced together
as a unit. Please amend your registration statement to add units or tell us why such
disclosure is not required. Please also revise your cover page disclosure to include the
method by which the price of the securities is to be determined. Refer to Instruction 2 to
Item 501(b)(3) of Regulation S-K.
2.We note your disclosure on page 38 that H.C. Wainright & Co., LLC will use its
reasonable best efforts to arrange for the sale of the securities offered by the prospectus.
FirstName LastNameWilliam J. Welch
Comapany NameTrovagene, Inc.
June 16, 2017 Page 2
FirstName LastName
William J. Welch
Trovagene, Inc.
November 7, 2017
Page 2
Please revise the cover page to include all of the information required by Item 501(b)(8)
of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Christine Westbrook at (202) 551-5019 or Mary Beth Breslin at (202)
551-3625 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Jeffrey Fessler, Esq.