SEC Comment Letter for Opus Genetics, Inc. (IRD) (CIK 0001228627) (IRD) — Feb 25, 2009
Opus Genetics, Inc. (IRD) (CIK 0001228627)
Date: Feb. 25, 2009 · CIK: 0001228627 · Accession: 0000000000-09-009793
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-34079
Letter
Via Facsimile and U.S. Mail Mail Stop 6010 February 25, 2009 Mr. Ted T.H. Jeong Rexahn Pharmaceuticals, Inc. Chief Financial Officer 9620 Medical Center Drive Rockville, Maryland 20850 Re: Rexahn Pharmaceuticals, Inc. Item 4.01 Form 8-K Filed February 23, 2009 File No. 001-34079
Dear Mr. Jeong:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with more information so we may better understand your disclosure. After re viewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Item 4.01 Form 8-K
(1) Resignation of Former Accountant.
1. With respect to paragraph (iv), please amend your filing to filing to explicitly state whether during the Company’s tw o most recent fiscal years and all subsequent interim periods thr ough February 19, 2009 there were any disagreements with the former accountant on any matter of accounting principles
Mr. Ted T.H. Jeong Rexahn Pharmaceuticals, Inc. February 25, 2009 Page 2 or practices, financial statement disclosure , or auditing scope or procedure, which disagreement(s), if not resolved to th e satisfaction of the former accountant, would have caused it to make refe rence to the subject matter of the disagreement(s) in connection with its report. (2) Engagement of New Accountant
2. Please amend your filing to make the following revisions to your disclosure:
a. Your reference to the “inc luding all subsequent interi m periods” is too vague. Please amend your filing to explicitly state whether, during your past two fiscal years through the date of engagement (February 20, 2009), you consulted Parente Randolph, LLC regarding any of the matters outlined in Item 304(a)(2) of Regulation S-K. b. With respect to the paragraph (i), please revise your disclosure to state “the application of accounting principles to a specified transaction, either completed or proposed”. c. With respect to the paragraph (ii), please revise your disclosure to state “Any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) and the related instructions to th is item) or a reportable event (as described in paragra ph 304(a)(1)(v)).”
3. Upon amending your filing, please include, as Exhibit 16, an updated letter from your former accountants, Lazar Levine & Felix LLP, as required by Item 304(a)(3) of Regulation S-K. Please ensure that your former accountants date their letter. * * * *
As appropriate, please amend your filing and respond to these comments within five business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Mr. Ted T.H. Jeong Rexahn Pharmaceuticals, Inc. February 25, 2009 Page 3 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. If you have any questions, please do not hesitate to call me at (202) 551-3658. S i n c e r e l y ,
T a b a t h a A k i n s S t a f f A c c o u n t a n t
Show Raw Text
Via Facsimile and U.S. Mail Mail Stop 6010 February 25, 2009 Mr. Ted T.H. Jeong Rexahn Pharmaceuticals, Inc. Chief Financial Officer 9620 Medical Center Drive Rockville, Maryland 20850
Re: Rexahn Pharmaceuticals, Inc.
Item 4.01 Form 8-K
Filed February 23, 2009
File No. 001-34079
Dear Mr. Jeong:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure. After re viewing this information, we may raise
additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Item 4.01 Form 8-K
(1) Resignation of Former Accountant.
1. With respect to paragraph (iv), please amend your filing to filing to explicitly
state whether during the Company’s tw o most recent fiscal years and all
subsequent interim periods thr ough February 19, 2009 there were any
disagreements with the former accountant on any matter of accounting principles
Mr. Ted T.H. Jeong
Rexahn Pharmaceuticals, Inc. February 25, 2009 Page 2
or practices, financial statement disclosure , or auditing scope or procedure, which
disagreement(s), if not resolved to th e satisfaction of the former accountant,
would have caused it to make refe rence to the subject matter of the
disagreement(s) in connection with its report.
(2) Engagement of New Accountant
2. Please amend your filing to make the following revisions to your disclosure:
a. Your reference to the “inc luding all subsequent interi m periods” is too vague.
Please amend your filing to explicitly state whether, during your past two
fiscal years through the date of engagement (February 20, 2009), you consulted Parente Randolph, LLC regarding any of the matters outlined in Item 304(a)(2) of Regulation S-K.
b. With respect to the paragraph (i), please revise your disclosure to state “the
application of accounting principles to a specified transaction, either
completed or proposed”.
c. With respect to the paragraph (ii), please revise your disclosure to state “Any
matter that was either the subject of a disagreement (as defined in paragraph
304(a)(1)(iv) and the related instructions to th is item) or a reportable event (as
described in paragra ph 304(a)(1)(v)).”
3. Upon amending your filing, please include, as Exhibit 16, an updated letter from
your former accountants, Lazar Levine & Felix LLP, as required by Item 304(a)(3) of Regulation S-K. Please ensure that your former accountants date
their letter.
* * * *
As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Mr. Ted T.H. Jeong
Rexahn Pharmaceuticals, Inc. February 25, 2009 Page 3
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions, please do not hesitate to call me at (202) 551-3658.
S i n c e r e l y ,
T a b a t h a A k i n s S t a f f A c c o u n t a n t