SEC Comment Letter for NewHydrogen, Inc. (NEWH) (CIK 0001371128) (NEWH) — Feb 8, 2007
NewHydrogen, Inc. (NEWH) (CIK 0001371128)
Date: Feb. 8, 2007 · CIK: 0001371128 · Accession: 0000000000-07-006932
AI Filing Summary & Sentiment
File numbers found in text: 333-138910
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE Mail Stop 7010 By U.S. Mail and facsimile to (212) 930-9725 David Lee Chief Executive Officer BioSolar, Inc. 27936 Lost Canyon Road, Suite 202 Santa Clarita, California 91387
Re: BioSolar, Inc. Amendment No. 2 to Registrati on Statement on Form SB-2 Filed January 30, 2007 File No. 333-138910
Dear Mr. Lee:
We have reviewed your filings and have the following comments. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Fee Table
1. We reference note 3 to the fee table. Please confirm to us that the number of shares being registered includes only shares issued under the Subscription Agreements dated May 26, 2006, and July 17, 2006.
Prospectus Summary, page 7 The Offering, page 7
2. We note statements under this headin g that “up to 25,000,000 shares of common stock” were issued in the May 2006 tr ansaction, that “up to 128,557,777 shares” are outstanding after the offering, and th at this latter amount was “issued and outstanding” on November 13, 2006. Please revise these sections, and throughout your registration statement, to clarify wh ether the shares you are registering for resale have been issued to the indivi duals and entities lis ted in your selling stockholders table and to ensure consistent disclosure throughout the document.
David Lee BioSolar, Inc. February 8, 2007 Page 2 Plan of Distribution, page 22
3. We note your statement that the “selling st ockholders cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling stockholders.” This statement indicates that your private place ment may not have been complete at the time your registra tion statement was initially filed. Please provide us with a detailed legal anal ysis that explains how your private placements were exempt from registration under the Securities Act. If any of the shares being registered for resale were sold in the May and July Subscription Agreements, but have not been issued, your analysis should address each of the conditions required by the staff’s private-investment, public-equity (PIPE) position, as specified in paragraph 3S(b) to the Securities Act S ections portion of the March 1999 supplement to our Manua l of Publicly Av ailable Telephone Interpretations. Refer also to Sect ion A.51 of our 1997 Manual of Publicly Available Telephone Interpretations. We may have additional comments upon review of your response.
You may contact Tricia Armelin, Sta ff Accountant, at (202) 551-3747 or John Cash, Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the financial statements and related matters. Please contact Matt Franker, Staff Attorney, at (202) 551-3749 or me, at (202) 551-3767 with any other questions.
Sincerely,
Jennifer Hardy
Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
February 8, 2007
Mail Stop 7010
By U.S. Mail and facsimile to (212) 930-9725
David Lee
Chief Executive Officer
BioSolar, Inc.
27936 Lost Canyon Road, Suite 202
Santa Clarita, California 91387
Re: BioSolar, Inc.
Amendment No. 2 to Registrati on Statement on Form SB-2
Filed January 30, 2007
File No. 333-138910
Dear Mr. Lee:
We have reviewed your filings and have the following comments. We welcome
any questions you may have about our comments or any other aspect of our review. Feel
free to call us at the telephone numbers listed at the end of this letter.
Fee Table
1. We reference note 3 to the fee table. Please confirm to us that the number of
shares being registered includes only shares issued under the Subscription
Agreements dated May 26, 2006, and July 17, 2006.
Prospectus Summary, page 7
The Offering, page 7
2. We note statements under this headin g that “up to 25,000,000 shares of common
stock” were issued in the May 2006 tr ansaction, that “up to 128,557,777 shares”
are outstanding after the offering, and th at this latter amount was “issued and
outstanding” on November 13, 2006. Please revise these sections, and throughout
your registration statement, to clarify wh ether the shares you are registering for
resale have been issued to the indivi duals and entities lis ted in your selling
stockholders table and to ensure consistent disclosure throughout the document.
David Lee
BioSolar, Inc.
February 8, 2007 Page 2
Plan of Distribution, page 22
3. We note your statement that the “selling st ockholders cannot assure that all or any
of the shares offered in this prospectus will be issued to, or sold by, the selling
stockholders.” This statement indicates that your private place ment may not have
been complete at the time your registra tion statement was initially filed. Please
provide us with a detailed legal anal ysis that explains how your private
placements were exempt from registration under the Securities Act. If any of the shares being registered for resale were sold in the May and July Subscription
Agreements, but have not been issued, your analysis should address each of the
conditions required by the staff’s private-investment, public-equity (PIPE)
position, as specified in paragraph 3S(b) to the Securities Act S ections portion of
the March 1999 supplement to our Manua l of Publicly Av ailable Telephone
Interpretations. Refer also to Sect ion A.51 of our 1997 Manual of Publicly
Available Telephone Interpretations. We may have additional comments upon
review of your response.
You may contact Tricia Armelin, Sta ff Accountant, at (202) 551-3747 or John
Cash, Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the financial statements and related matters. Please contact Matt Franker,
Staff Attorney, at (202) 551-3749 or me, at (202) 551-3767 with any other questions.
Sincerely,
Jennifer Hardy
Branch Chief
cc: Gregory Sichenzia
Eric A. Pinero
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, New York 10018