SEC Comment Letter for Lite Strategy, Inc. (LITS) (CIK 0001262104) (LITS) — Nov 18, 2013
Lite Strategy, Inc. (LITS) (CIK 0001262104)
Date: Nov. 18, 2013 · CIK: 0001262104 · Accession: 0000000000-13-063056
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-179590
Letter
November 18 , 2013 Via E -mail Daniel P. Gold President and Chief Executive Officer MEI Pharma, Inc. 11975 El Camino Real, Suite 101 San Diego, CA 92130
Re: MEI Pharma , Inc. Post-Effective Amendment No. 2 to Form S-1 on Form S -3 Filed November 12 , 2013 File No. 333-179590
Dear Mr. Gold :
We have limited our review of your registra tion statement to the issue we have addressed in the comment below.
Incorporation by References, page 1
1. Please amend your registration statement to incorporate by reference the Form 10 -Q filed on November 8, 2013.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are 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.
Notwithstanding our comment , in the event you request acceleration of the effective date of the pending regi stration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any actio n with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
Daniel P. Gold MEI Pharma, Inc. November 18 , 2013 Page 2
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilit ies under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Austin Stephenson at (202) 551 -3192 , Daniel Greenspan at (202) 551 - 3623, or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Daniel Greenspan for
Show Raw Text
November 18 , 2013 Via E -mail Daniel P. Gold President and Chief Executive Officer MEI Pharma, Inc. 11975 El Camino Real, Suite 101 San Diego, CA 92130 Re: MEI Pharma , Inc. Post-Effective Amendment No. 2 to Form S-1 on Form S -3 Filed November 12 , 2013 File No. 333-179590 Dear Mr. Gold : We have limited our review of your registra tion statement to the issue we have addressed in the comment below. Incorporation by References, page 1 1. Please amend your registration statement to incorporate by reference the Form 10 -Q filed on November 8, 2013. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are 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. Notwithstanding our comment , in the event you request acceleration of the effective date of the pending regi stration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any actio n with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and Daniel P. Gold MEI Pharma, Inc. November 18 , 2013 Page 2 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilit ies under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Austin Stephenson at (202) 551 -3192 , Daniel Greenspan at (202) 551 - 3623, or me at (202) 551 -3715 with any questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -mail Finn Murphy , Esq. Morgan, Lewis & Bockius LLP