SEC Comment Letter for CepTor CORP (CIK 0001231472) — Dec 5, 2005
CepTor CORP (CIK 0001231472)
Date: Dec. 5, 2005 · CIK: 0001231472 · Accession: 0000000000-05-060782
AI Filing Summary & Sentiment
File numbers found in text: 333-129070
Letter
Mail Stop 6010 December 5, 2005 Mr. William H. Pursley Chairman and Chief Executive Officer CepTor Corporation 200 International Circle Suite 5100 Hunt Valley, Maryland 21030
Re: CepTor Corporation Amendment No. 1 to Registration Statement on Form SB-2, filed December 1, 2005 File No. 333-129070
Dear Mr. Pursley:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise 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 detailed as necessary in your explanation.
General
1. Please withdraw your acceleration request filed as CORRESP on EDGAR requesting acceleration of the effective date of this registration statement on December 1, 2005.
Management`s Discussion and Analysis of Financial Condition and Results of Operations
2. We note your response to our prior comment 4 and reissue that comment. Please revise your disclosure to explain further what you mean by "will be accounted for when issued at par value with a corresponding charge to paid-in capital." Please disclose if the additional commitment shares and the number of shares purchased will be combined and valued equally. Please also disclose if the net proceeds received from the offering will be included in the equity section of the company`s balance sheet, and if the costs associated with the issuance of shares to Fusion Capital, including the additional commitment shares, will be treated as offering costs and netted against the proceeds received.
Description of the Transactions
3. We note your response to our prior comments 5 and 6 and reissue those comments. Please provide tabular disclosure of the number of equity line shares and additional commitment fee shares that would be issued under various pricing scenarios. At a minimum, the tabular disclosure should illustrate the dilutive effect and provide the effective price per share taking into account the additional commitment fee shares.
Undertakings
4. Please provide the appropriate undertakings as required by amended Item 512 of Regulation S-B, amended as of December 1, 2005.
As appropriate, please amend your filing in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR under the form type label CORRESP. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Sonia Barros at (202) 551-3655 or Michael Reedich at (202) 551-3612 with any questions.
Sincerely,
Jeffrey
Riedler
Assistant
Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 6010 December 5, 2005
Mr. William H. Pursley
Chairman and Chief Executive Officer
CepTor Corporation
200 International Circle
Suite 5100
Hunt Valley, Maryland 21030
Re: CepTor Corporation
Amendment No. 1 to Registration Statement on Form SB-2, filed
December 1, 2005
File No. 333-129070
Dear Mr. Pursley:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise 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 detailed as necessary in your
explanation.
General
1. Please withdraw your acceleration request filed as CORRESP on
EDGAR requesting acceleration of the effective date of this
registration statement on December 1, 2005.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
2. We note your response to our prior comment 4 and reissue that
comment. Please revise your disclosure to explain further what
you
mean by "will be accounted for when issued at par value with a
corresponding charge to paid-in capital." Please disclose if the
additional commitment shares and the number of shares purchased
will
be combined and valued equally. Please also disclose if the net
proceeds received from the offering will be included in the equity
section of the company`s balance sheet, and if the costs
associated
with the issuance of shares to Fusion Capital, including the
additional commitment shares, will be treated as offering costs
and
netted against the proceeds received.
Description of the Transactions
3. We note your response to our prior comments 5 and 6 and reissue
those comments. Please provide tabular disclosure of the number
of
equity line shares and additional commitment fee shares that would
be
issued under various pricing scenarios. At a minimum, the tabular
disclosure should illustrate the dilutive effect and provide the
effective price per share taking into account the additional
commitment fee shares.
Undertakings
4. Please provide the appropriate undertakings as required by
amended
Item 512 of Regulation S-B, amended as of December 1, 2005.
As appropriate, please amend your filing in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Sonia Barros at (202) 551-3655 or Michael
Reedich at (202) 551-3612 with any questions.
Sincerely,
Jeffrey
Riedler
Assistant
Director
cc: Harvey J. Kesner, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
65 East 55th Street
New York, New York 10022
??
??
??
??
Mr. William H. Pursley
December 5, 2005
Page 1
</TEXT>
</DOCUMENT>