SEC Comment Letter for Q (QCLS) — Dec 12, 2017
Q/C TECHNOLOGIES, INC. (QCLS) (CIK 0001321834)
Date: Dec. 12, 2017 · CIK: 0001321834 · Accession: 0000000000-17-043291
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-221746
Letter
December 12, 2017 John J. Gormally Chief Executive Officer Akers Biosciences, Inc. 201 Grove Road Thorofare, New Jersey 08086 Re:Akers Biosciences, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed December 11, 2017 File No. 333-221746 Dear Mr. Gormally: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our [Month day, year] letter. Amendment No. 1 to Registration Statement on Form S-1 filed December 11, 2017 Prospectus Cover Page , page i 1.We note that there is no established public trading market for the Series B Preferred Stock. Please provide a fixed price at which you are offering the Series B Preferred Stock, or provide an analysis as to why this is not required. Refer to Item 501(b)(3) of Regulation S-K.
FirstName LastNameJohn J. Gormally Comapany NameAkers Biosciences, Inc. June 16, 2017 Page 2 FirstName LastName John J. Gormally Akers Biosciences, Inc. December 12, 2017 Page 2 Incorporation of Information by Reference, page 100 2.We note that you have incorporated by reference in your registration statement information specifically incorporated by reference in your Form 10-K from your definitive proxy statement on Schedule 14A. Please amend your registration statement to incorporate by reference the entire definitive proxy statement as required by Item 12(a)(2) of Form S-1. Exhibits 3.Please have counsel revise Exhibit 5.1 to opine on the legality of the Series B Preferred Stock and the Common Stock issuable upon conversion of Series B Preferred Stock. Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Joseph Lucosky - Lucosky Brookman LLP
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December 12, 2017
John J. Gormally
Chief Executive Officer
Akers Biosciences, Inc.
201 Grove Road
Thorofare, New Jersey 08086
Re:Akers Biosciences, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 11, 2017
File No. 333-221746
Dear Mr. Gormally:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 1 to Registration Statement on Form S-1 filed December 11, 2017
Prospectus Cover Page , page i
1.We note that there is no established public trading market for the Series B Preferred
Stock. Please provide a fixed price at which you are offering the Series B Preferred
Stock, or provide an analysis as to why this is not required. Refer to Item 501(b)(3) of
Regulation S-K.
FirstName LastNameJohn J. Gormally
Comapany NameAkers Biosciences, Inc.
June 16, 2017 Page 2
FirstName LastName
John J. Gormally
Akers Biosciences, Inc.
December 12, 2017
Page 2
Incorporation of Information by Reference, page 100
2.We note that you have incorporated by reference in your registration statement
information specifically incorporated by reference in your Form 10-K from your
definitive proxy statement on Schedule 14A. Please amend your registration statement to
incorporate by reference the entire definitive proxy statement as required by Item
12(a)(2) of Form S-1.
Exhibits
3.Please have counsel revise Exhibit 5.1 to opine on the legality of the Series B Preferred
Stock and the Common Stock issuable upon conversion of Series B Preferred Stock.
Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Joseph Lucosky - Lucosky Brookman LLP