SEC Comment Letter for Cardiff Oncology, Inc. (CRDF) (CIK 0001213037) (CRDF) — May 9, 2019
Cardiff Oncology, Inc. (CRDF) (CIK 0001213037)
Date: May 9, 2019 · CIK: 0001213037 · Accession: 0000000000-19-008275
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File numbers found in text: 333-224808
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May 9, 2019
Thomas H. Adams
Chief Executive Officer
Trovagene, Inc.
11055 Flintkote Avenue
San Diego, CA 92121
Re:Trovagene, Inc.
Post-Effective Amendment to Form S-1
Filed April 25, 2019
File No. 333-224808
Dear Mr. Adams:
We have reviewed your post-effective amendment and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.
Post -Effective Amendment No. 1 to Form S-1
General
1.We note that this post-effective amendment seeks to update the prospectuses included in
the Form S-1 (333-224808) initially filed on May 10, 2018, and the Form S-1 (333-
225510) filed June 8, 2018 in which you registered a primary offering of Class A units,
Class B units, and Common Stock issuable upon the exercise of warrants. Since the initial
filings did not register a resale offering, it is inappropriate to add a resale offering by
means of a post-effective amendment. Please amend your filing to remove the resale
offering.
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.
FirstName LastNameThomas H. Adams
Comapany NameTrovagene, Inc.
May 9, 2019 Page 2
FirstName LastName
Thomas H. Adams
Trovagene, Inc.
May 9, 2019
Page 2
You may contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625
with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Jeffrey Fessler, Esq.