SEC Comment Letter for iBio, Inc. (IBIO) (CIK 0001420720) (IBIO) — Mar 11, 2011
iBio, Inc. (IBIO) (CIK 0001420720)
Date: March 11, 2011 · CIK: 0001420720 · Accession: 0000000000-11-015470
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-171315
Letter
March 11 , 2011 Frederick Larcombe Chief Financial Officer iBio, Inc. 9 Innovation Way, Suite 100 Newark, DE 19711
Re: iBio, Inc. Amendment No. 2 to Registration Statement on Form S -1 on Form S -3 Filed March 7 , 2011 File No. 333-171315
Dear Mr. Larcombe:
We have reviewed your amended filing and your response letter each dated March 7 , 2011 and have the following comment. In our comment, we ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amendin g your registration statement and providing the requested information . Where you do not believe our comment applies 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 this comments, we may have additional comments.
Plan of Distribution, page 17
1. We note your response to our February 23, 2011 letter and your revised disclosure in your amended filing and reissue our comment in part. Please expand your disclosure on page 18 under the heading “Plan of Distribution” to specifically identify Messrs. Kay and DeSantis, Kobus Investments, LLC and BioMed Investments, LLC as underwriters. As Messrs. Kay and DeSa ntis, Kobus Investments, LLC and BioMed Investments, have been determined to be underwriters engaged in a distribution, it is not appropriate to disclose that, as with the other selling stockholders, they “may be deemed” to be underwriters.
We urge al l 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 manage ment 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.
Frederick Larcombe iBio, Inc. March 11 , 2011 Page 2
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 responsibilities under the Securities Act of 1933 and th e 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 regist ration statement.
You may contact Karen Ubell at (202) 551 -3873 or me at (202) 551 -3715 with any other questions.
Sincerely,
Jeffrey Riedler
Assistant Director
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March 11 , 2011 Frederick Larcombe Chief Financial Officer iBio, Inc. 9 Innovation Way, Suite 100 Newark, DE 19711 Re: iBio, Inc. Amendment No. 2 to Registration Statement on Form S -1 on Form S -3 Filed March 7 , 2011 File No. 333-171315 Dear Mr. Larcombe: We have reviewed your amended filing and your response letter each dated March 7 , 2011 and have the following comment. In our comment, we ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amendin g your registration statement and providing the requested information . Where you do not believe our comment applies 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 this comments, we may have additional comments. Plan of Distribution, page 17 1. We note your response to our February 23, 2011 letter and your revised disclosure in your amended filing and reissue our comment in part. Please expand your disclosure on page 18 under the heading “Plan of Distribution” to specifically identify Messrs. Kay and DeSantis, Kobus Investments, LLC and BioMed Investments, LLC as underwriters. As Messrs. Kay and DeSa ntis, Kobus Investments, LLC and BioMed Investments, have been determined to be underwriters engaged in a distribution, it is not appropriate to disclose that, as with the other selling stockholders, they “may be deemed” to be underwriters. We urge al l 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 manage ment 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. Frederick Larcombe iBio, Inc. March 11 , 2011 Page 2 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 responsibilities under the Securities Act of 1933 and th e 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 regist ration statement. You may contact Karen Ubell at (202) 551 -3873 or me at (202) 551 -3715 with any other questions. Sincerely, Jeffrey Riedler Assistant Director cc: Andrew Abramowitz, Esq. Andrew Abramowitz, PLLC 565 Fifth Avenue, 9th Floor New York, NY 10017