SEC Comment Letter 0000000000-25-002124 to Cytonics Corp (CIK 0001421744)
Cytonics Corp (CIK 0001421744)
Date: Feb. 24, 2025 · CIK: 0001421744 · Accession: 0000000000-25-002124
AI Filing Summary & Sentiment
File numbers found in text: 024-12533
Letter
February 24, 2025 Anjun Bose Chief Executive Officer and President Cytonics Corporation 658 West Indiantown Road, Suite 214 Jupiter, FL 33458 Re:Cytonics Corporation Amendment No. 2 to Offering Statement on Form 1-A Filed February 18, 2025 File No. 024-12533 Dear Anjun Bose: We have reviewed your amended offering statement and have the following comments. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a 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 offering statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our February 5, 2025 letter. Amendment No. 2 to Offering Statement on Form 1-A Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 58 1.We note your revised disclosure in response to comment 7 where you describe the components of the research and development expenses for each reporting period presented and that all costs relate to CYT-108. As previously requested, please revise to quantify and provide a breakdown by nature or type of research and development expense such that the total reconciles to the research and development expense line item.
February 24, 2025 Page 2 Securities Being Offered Irrevocable Proxy, page 76 2.We note your response to prior comment 8 and reissue. Please revise your disclosure regarding the irrevocable proxy to reflect Section 5(a) of the Subscription Agreement which appears to indicate that the proxy will also terminate five years after execution of the Subscription Agreement. Alternatively, please advise. Please contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you have questions regarding comments on the financial statements and related matters. Please contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-4224 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Andrew Stephenson, Esq.
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February 24, 2025
Anjun Bose
Chief Executive Officer and President
Cytonics Corporation
658 West Indiantown Road, Suite 214
Jupiter, FL 33458
Re:Cytonics Corporation
Amendment No. 2 to Offering Statement on Form 1-A
Filed February 18, 2025
File No. 024-12533
Dear Anjun Bose:
We have reviewed your amended offering statement and have the following
comments.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a 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 offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 5, 2025 letter.
Amendment No. 2 to Offering Statement on Form 1-A
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 58
1.We note your revised disclosure in response to comment 7 where you describe the
components of the research and development expenses for each reporting period
presented and that all costs relate to CYT-108. As previously requested, please revise
to quantify and provide a breakdown by nature or type of research and development
expense such that the total reconciles to the research and development expense line
item.
February 24, 2025
Page 2
Securities Being Offered
Irrevocable Proxy, page 76
2.We note your response to prior comment 8 and reissue. Please revise your disclosure
regarding the irrevocable proxy to reflect Section 5(a) of the Subscription Agreement
which appears to indicate that the proxy will also terminate five years after execution
of the Subscription Agreement. Alternatively, please advise.
Please contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Andrew Stephenson, Esq.