SEC Company Response from Pathogenics, Inc. (CIK 0001320731) — Sep 29, 2005
Pathogenics, Inc. (CIK 0001320731)
Date: Sept. 29, 2005 · CIK: 0001320731 · Accession: 0001332277-05-000094
AI Filing Summary & Sentiment
File numbers found in text: 333-123431
Letter
DAVID M. LOEV, ATTORNEY AT LAW 2777 ALLEN PARKWAY, SUITE 1000 HOUSTON, TX 77019 TELEPHONE (713) 524-4110 FACSIMILE (713) 524-4122 September 29, 2005 Ms. Mary K. Fraser, Esq. VIA FAX AT (202) 772-9217 Division of Corporate Finance ------------------------- United States Securities and Exchange Commission AND VIA EDGAR 450 Fifth Street, N.W. ------------- Washington, D.C. 20549 Phone: (201) 551-3609
RE: Pathogenics, Inc. Form SB-2 Registration Statement File No. 333-123431
Dear Ms. Fraser:
In response to our telephone conversation with your office on September 27, 2005, Pathogenics, Inc. (the "Company") will make the following changes to its Prospectus to clearly disclose that the selling shareholders will sell their shares at $0.10 per share until the Company's shares are traded on the OTC Bulletin Board:
1) We propose adding a paragraph under "PART I - INFORMATION REQUIRED IN PROSPECTUS," under the Section entitled "Prospectus Summary" of our final Prospectus (which paragraph will become the second paragraph under the Prospectus Summary section of the Prospectus) which will state:
"We currently lack a public market for our Common Stock. Selling shareholders will sell at a price of $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. If before our shares are quoted on the OTC Bulletin Board, the selling shareholders wish to sell at a price different from $0.10 per share, we will file a post-effective amendment beforehand."
2) We also propose adding a paragraph under the "Plan of Distribution" section of the Prospectus (which paragraph will become the second paragraph under the Plan of Distribution section of the Prospectus which will state:
"We currently lack a public market for our Common Stock. Selling shareholders will sell at a price of $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. If before our shares are quoted on the OTC Bulletin Board, the selling shareholders wish to sell at a price different from $0.10 per share, we will file a post-effective amendment beforehand."
We believe that these changes will add appropriate disclosure regarding the price at which the selling shareholders will sell the registered shares, until the Company's securities are traded on the OTC Bulletin Board, and we will include such changes in the Company's final Prospectus which will be filed with the Commission.
Very truly yours,
/s/ John S. Gillies
-----------------------------------
Associate
DAVID M. LOEV, ATTORNEY AT LAW
Show Raw Text
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DAVID M. LOEV, ATTORNEY AT LAW
2777 ALLEN PARKWAY, SUITE 1000
HOUSTON, TX 77019
TELEPHONE (713) 524-4110
FACSIMILE (713) 524-4122
September 29, 2005
Ms. Mary K. Fraser, Esq. VIA FAX AT (202) 772-9217
Division of Corporate Finance -------------------------
United States Securities and Exchange Commission AND VIA EDGAR
450 Fifth Street, N.W. -------------
Washington, D.C. 20549
Phone: (201) 551-3609
RE: Pathogenics, Inc.
Form SB-2 Registration Statement
File No. 333-123431
Dear Ms. Fraser:
In response to our telephone conversation with your office on September 27,
2005, Pathogenics, Inc. (the "Company") will make the following changes to its
Prospectus to clearly disclose that the selling shareholders will sell their
shares at $0.10 per share until the Company's shares are traded on the OTC
Bulletin Board:
1) We propose adding a paragraph under "PART I - INFORMATION REQUIRED
IN PROSPECTUS," under the Section entitled "Prospectus Summary" of our final
Prospectus (which paragraph will become the second paragraph under the
Prospectus Summary section of the Prospectus) which will state:
"We currently lack a public market for our Common Stock. Selling
shareholders will sell at a price of $0.10 per share until our shares
are quoted on the OTC Bulletin Board and thereafter at prevailing
market prices or privately negotiated prices. If before our shares are
quoted on the OTC Bulletin Board, the selling shareholders wish to
sell at a price different from $0.10 per share, we will file a
post-effective amendment beforehand."
2) We also propose adding a paragraph under the "Plan of Distribution"
section of the Prospectus (which paragraph will become the second paragraph
under the Plan of Distribution section of the Prospectus which will state:
"We currently lack a public market for our Common Stock. Selling
shareholders will sell at a price of $0.10 per share until our shares
are quoted on the OTC Bulletin Board and thereafter at prevailing
market prices or privately negotiated prices. If before our shares are
quoted on the OTC Bulletin Board, the selling shareholders wish to
sell at a price different from $0.10 per share, we will file a
post-effective amendment beforehand."
We believe that these changes will add appropriate disclosure regarding the
price at which the selling shareholders will sell the registered shares, until
the Company's securities are traded on the OTC Bulletin Board, and we will
include such changes in the Company's final Prospectus which will be filed with
the Commission.
Very truly yours,
/s/ John S. Gillies
-----------------------------------
Associate
DAVID M. LOEV, ATTORNEY AT LAW
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