SEC Comment Letter for IGC Pharma, Inc. (IGC) (CIK 0001326205) (IGC) — May 10, 2012
IGC Pharma, Inc. (IGC) (CIK 0001326205)
Date: May 10, 2012 · CIK: 0001326205 · Accession: 0000000000-12-024452
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-124942, 333-179902
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE May 9, 2012 Via Facsimile Mr. Ram Mukunda Chief Executive Officer and President India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814
Re: India Globalization Capital, Inc. Pre-effective Amendment 1 to Registration Statement on Form S-1 Filed April 27, 2012 File No. 333-179902
Dear Mr. Mukunda: We reviewed the filing and have the comments below. General
1. You state that you are regi stering the issuance of 858,610 shares of common stock underlying warrants that were previously regi stered and issued in 2010. Because those warrants were immediately exercisable, the common shares underlying those warrants were deemed to have been registered. Simila rly, the 2009 warrants a ppear to have been immediately exercisable upon issuance. Theref ore, we are unsure why you are now seeking to register the offer of those common shar es. Please see Question 103.04 of the Division’s Securities Act Sections Compliance and Disclo sure Interpretations found on our website. 2. It appears from the original pros pectus that the IPO warrants expi red five years from the date of registration statement 333-124942, which was 2011. We note the disclosure on page 8 of this prospectus. Please advise. Table of Contents
3. Please include the selling shareholder section in the table of contents.
Mr. Ram Mukunda India Globalization Capital, Inc. May 9, 2012 Page 2 Selling Shareholders, page 25; Security Own ership of Certain Beneficial Owners and Management, page 57 4. We note the revised disclosure in footnote (6) to the table on page 26 in response to prior comment 8 that Mr. Dayong Chang’s ownershi p was effectively reduced to 2,000,000 shares and the revised disclosure in footnote (6) to the table on page 58 in response to prior comment 8 that Mr. Danny Qing Chang’s ow nership was effectively reduced to 2,000,000 shares. We assume that footnote (6) to the table on page 26 should re fer to Mr. Danny Chang rather than Mr. Dayong Chang. Please revise or advise. 5. Please clarify that you are not atte mpting to register the resale of shares to be issued to the selling shareholders as a contingent payment. Recent Sales of Unregister ed Securities, page II-5
6. For the 4,377,702 shares of comm on stock issued to pay off a loan on April 6, 2012, indicate the section of the Securities Act or the rule of the Commission under which exemption from registration was claimed. Further, state brie fly the facts relied upon to make the exemption available. See Item 701(d) of Regulation S-K. Exhibit 5.1
7. We note the statement “The opinions expressed in this letter are solely for the use of the addressee of this letter, and any other person may not rely on these opi nions without our prior written approval.” Since investors are entitl ed to rely upon the opini ons, please delete the statement. For guidance you may wish to re fer to Section B.3.d. of our October 14, 2011 Staff Legal Bulletin No. 19 (CF) which is available on the Commission’s website at http://www.sec.gov. Closing
You may contact Edward M. Kelly at (202) 551-3728 or Craig E. Slivka at (202) 551- 3729 with any questions. Very truly yours, /s/ Craig E. Slivka, for Pamela A. Long Assistant Director
Mr. Ram Mukunda India Globalization Capital, Inc. May 9, 2012 Page 3
cc: Via Facsimile
Scott D. Museles, Esq. Debbie A. Klis, Esq. Shulman, Rogers, Gandal, Pordy & Ecker, P.A. 12505 Park Potomac Avenue, Suite 600 Potomac, MD 20854
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
May 9, 2012
Via Facsimile
Mr. Ram Mukunda Chief Executive Officer and President India Globalization Capital, Inc. 4336 Montgomery Avenue
Bethesda, MD 20814
Re: India Globalization Capital, Inc.
Pre-effective Amendment 1 to Registration Statement on Form S-1 Filed April 27, 2012 File No. 333-179902
Dear Mr. Mukunda:
We reviewed the filing and have the comments below.
General
1. You state that you are regi stering the issuance of 858,610 shares of common stock
underlying warrants that were previously regi stered and issued in 2010. Because those
warrants were immediately exercisable, the common shares underlying those warrants were
deemed to have been registered. Simila rly, the 2009 warrants a ppear to have been
immediately exercisable upon issuance. Theref ore, we are unsure why you are now seeking
to register the offer of those common shar es. Please see Question 103.04 of the Division’s
Securities Act Sections Compliance and Disclo sure Interpretations found on our website.
2. It appears from the original pros pectus that the IPO warrants expi red five years from the date
of registration statement 333-124942, which was 2011. We note the disclosure on page 8 of
this prospectus. Please advise.
Table of Contents
3. Please include the selling shareholder section in the table of contents.
Mr. Ram Mukunda
India Globalization Capital, Inc. May 9, 2012 Page 2
Selling Shareholders, page 25; Security Own ership of Certain Beneficial Owners and
Management, page 57
4. We note the revised disclosure in footnote (6) to the table on page 26 in response to prior
comment 8 that Mr. Dayong Chang’s ownershi p was effectively reduced to 2,000,000 shares
and the revised disclosure in footnote (6) to the table on page 58 in response to prior
comment 8 that Mr. Danny Qing Chang’s ow nership was effectively reduced to 2,000,000
shares. We assume that footnote (6) to the table on page 26 should re fer to Mr. Danny Chang
rather than Mr. Dayong Chang. Please revise or advise.
5. Please clarify that you are not atte mpting to register the resale of shares to be issued to the
selling shareholders as a contingent payment.
Recent Sales of Unregister ed Securities, page II-5
6. For the 4,377,702 shares of comm on stock issued to pay off a loan on April 6, 2012, indicate
the section of the Securities Act or the rule of the Commission under which exemption from
registration was claimed. Further, state brie fly the facts relied upon to make the exemption
available. See
Item 701(d) of Regulation S-K.
Exhibit 5.1
7. We note the statement “The opinions expressed in this letter are solely for the use of the
addressee of this letter, and any other person may not rely on these opi nions without our prior
written approval.” Since investors are entitl ed to rely upon the opini ons, please delete the
statement. For guidance you may wish to re fer to Section B.3.d. of our October 14, 2011
Staff Legal Bulletin No. 19 (CF) which is available on the Commission’s website at
http://www.sec.gov.
Closing
You may contact Edward M. Kelly at (202) 551-3728 or Craig E. Slivka at (202) 551-
3729 with any questions.
Very truly yours, /s/ Craig E. Slivka, for Pamela A. Long Assistant Director
Mr. Ram Mukunda
India Globalization Capital, Inc. May 9, 2012 Page 3
cc: Via Facsimile
Scott D. Museles, Esq. Debbie A. Klis, Esq. Shulman, Rogers, Gandal, Pordy & Ecker, P.A. 12505 Park Potomac Avenue, Suite 600 Potomac, MD 20854