SEC Comment Letter for VIVOS INC (RDGL) (CIK 0001449349) (RDGL) — Oct 31, 2012
VIVOS INC (RDGL) (CIK 0001449349)
Date: Oct. 31, 2012 · CIK: 0001449349 · Accession: 0000000000-12-059599
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -4631 DIVISION OF CORPORATION FINANCE October 31, 2012 Via Facsimile Mr. James C. Katzaroff Chief Executive Officer Advanced Medical Isotope Corporation 6208 West Okanogan Avenue Kennewick, WA 99336
Re: Advanced Medical Isotope Corporation Pre-effective Amendment 2 to Registration Statement on Form S-1 Filed October 16 , 2012 File No. 333 -183705
Dear Mr. Katzaroff :
We reviewed the filing and have the comments below.
General
1. The response to prior comment 2 does not appear to address the shares underlying the warrants that were issued with the notes to the investors in the private placements . Please tell us why you believe that you can rely on Rule 414(a)(1)(i) for the shares underlying the warrants that were issued with the notes to the investors in the private placements .
2. The response to prior comment 2 states that “A portion of the notes have already been outstanding for three months…” Please confirm that you issued all of the notes overlying the common stock being registered for resale before you filed the registration statement on September 4, 2012 .
3. The response to prior comment 13 indicates that the conversion price of $0.10 per share set for the notes is less than one half of the market price per share of your common stock on July 13, 2012 and August 2, 2012, the dates of the private placement. Notwithstanding the fact that the conversion price is s et as you note in response to prior comment 2 , we believe that you shou ld reduce significantly the shares of common stock being registered for resale by investors in the private placements due to the magnitude of the discount on the conversion price of the notes from the market price per share of the common stock on the dates of the private placements. Also, t he fact that you will not receive proceeds from the resale of the shares of common stock is not supportive of whether an offering is a secondary rather than an indirect primary offering.
Mr. James C. Katzaroff Advanced Medical Isotope Corporation October 31, 2012 Page 2
Offering Summary , page 5
4. We no te the revisions that you have made to your disclosure in response to prior comment 13. Given the disparity between the market price of the common stock on the dates of the private placements of notes and warrants, please also include tabular disclosure d epicting t he total possible profit the selling shareholders could realize as a result of the conversion discount for the common stock underlying the convertible notes and the discount to the market for the shares underlying the warrants. This information should be presented in a table with the following information disclosed separately :
the market price s per share of the common stock underlying the convertible notes and warrants on the date s of the private placements ;
the conversion price per share for the common stock underlying the convertible notes and warrants as set forth in the notes and warrants;
the total possible shares underlying the convertible note s and warrants (assuming no interest payments and complete conversion throughout the term of the note);
the combined market price of the total number of shares underlying the convertible note s and warrants , calculated by using the market price per share on the date s of the sale of the convertible note s and warrants and the total possible shares underlying the convertible note s and warrants ;
the combined conversion price of the total number of shares underlying the convertible note s and warrants ; and
the total possible discount to the market price as of the date s of the sale of the convertible note s and warrants , calculated by subtracting the total conversion price on the date s of the sale of the convertible note s and warrants from the combined market price of the total number of shares underlying the convertible note s and warrants on that date.
Exhibit 10.14
5. The consulting agreement with Lavos, LLC listed as exhibit 10.14 was filed twice and tagged as exhibits 10.14 and 10.15. Please revise.
Exhibit 10.15
6. The consu lting agreement with Lidingo Holdings, LLC listed as exhibit 10.15 was not filed. Please revise.
Mr. James C. Katzaroff Advanced Medical Isotope Corporation October 31, 2012 Page 3
Exhibit 10.16
7. The consulting agreement with Tungsten 74, LLC listed as exhibit 10.16 was mistagged as exhibit 10.15. Please revise.
Closing
We urge all 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 management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures that they have made.
Notwithstanding our comments, i f you request acceleration of the effective date of the pending registration statement please provide a written statement from each registrant acknowledging that:
Should the Commission or the staff, acting pursuant to delegated authority, declare the filin g effective, it does not foreclose the Commission from taking any action with respect to the filing .
The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from it s full responsibility for the adequacy and accuracy of the disclosure in the filing .
The company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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 re questing acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. P lease allow adequate time for us to review any amendment before the requested effective date of the registration statement.
Mr. James C. Katzaroff Advanced Medical Isotope Corporation October 31, 2012 Page 4
You may contact Edward M. Kelly, Senior Counsel, at (202) 551 -3728 or me at (202) 551 -3765 if you have any questions.
Very truly y ours,
/s/ Pamela A. Long
Pamela A. Long Assistant Director
cc: Via E-Mail Peter DiChiara, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway New York, NY 10006
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
DIVISION OF
CORPORATION FINANCE
October 31, 2012
Via Facsimile
Mr. James C. Katzaroff
Chief Executive Officer
Advanced Medical Isotope Corporation
6208 West Okanogan Avenue
Kennewick, WA 99336
Re: Advanced Medical Isotope Corporation
Pre-effective Amendment 2 to Registration Statement on Form S-1
Filed October 16 , 2012
File No. 333 -183705
Dear Mr. Katzaroff :
We reviewed the filing and have the comments below.
General
1. The response to prior comment 2 does not appear to address the shares underlying the
warrants that were issued with the notes to the investors in the private placements .
Please tell us why you believe that you can rely on Rule 414(a)(1)(i) for the shares
underlying the warrants that were issued with the notes to the investors in the private
placements .
2. The response to prior comment 2 states that “A portion of the notes have already been
outstanding for three months…” Please confirm that you issued all of the notes
overlying the common stock being registered for resale before you filed the
registration statement on September 4, 2012 .
3. The response to prior comment 13 indicates that the conversion price of $0.10 per
share set for the notes is less than one half of the market price per share of your
common stock on July 13, 2012 and August 2, 2012, the dates of the private
placement. Notwithstanding the fact that the conversion price is s et as you note in
response to prior comment 2 , we believe that you shou ld reduce significantly the
shares of common stock being registered for resale by investors in the private
placements due to the magnitude of the discount on the conversion price of the notes
from the market price per share of the common stock on the dates of the private
placements. Also, t he fact that you will not receive proceeds from the resale of the
shares of common stock is not supportive of whether an offering is a secondary rather
than an indirect primary offering.
Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
October 31, 2012
Page 2
Offering Summary , page 5
4. We no te the revisions that you have made to your disclosure in response to prior
comment 13. Given the disparity between the market price of the common stock on
the dates of the private placements of notes and warrants, please also include tabular
disclosure d epicting t he total possible profit the selling shareholders could realize as a
result of the conversion discount for the common stock underlying the convertible
notes and the discount to the market for the shares underlying the warrants. This
information should be presented in a table with the following information disclosed
separately :
the market price s per share of the common stock underlying the convertible
notes and warrants on the date s of the private placements ;
the conversion price per share for the common stock underlying the
convertible notes and warrants as set forth in the notes and warrants;
the total possible shares underlying the convertible note s and warrants
(assuming no interest payments and complete conversion throughout the term
of the note);
the combined market price of the total number of shares underlying the
convertible note s and warrants , calculated by using the market price per share
on the date s of the sale of the convertible note s and warrants and the total
possible shares underlying the convertible note s and warrants ;
the combined conversion price of the total number of shares underlying the
convertible note s and warrants ; and
the total possible discount to the market price as of the date s of the sale of the
convertible note s and warrants , calculated by subtracting the total conversion
price on the date s of the sale of the convertible note s and warrants from the
combined market price of the total number of shares underlying the
convertible note s and warrants on that date.
Exhibit 10.14
5. The consulting agreement with Lavos, LLC listed as exhibit 10.14 was filed twice
and tagged as exhibits 10.14 and 10.15. Please revise.
Exhibit 10.15
6. The consu lting agreement with Lidingo Holdings, LLC listed as exhibit 10.15 was not
filed. Please revise.
Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
October 31, 2012
Page 3
Exhibit 10.16
7. The consulting agreement with Tungsten 74, LLC listed as exhibit 10.16 was
mistagged as exhibit 10.15. Please revise.
Closing
We urge all 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
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures that they have made.
Notwithstanding our comments, i f you request acceleration of the effective date of
the pending registration statement please provide a written statement from each registrant
acknowledging that:
Should the Commission or the staff, acting pursuant to delegated
authority, declare the filin g effective, it does not foreclose the Commission
from taking any action with respect to the filing .
The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company
from it s full responsibility for the adequacy and accuracy of the disclosure
in the filing .
The company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.
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 re questing acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement. P lease allow adequate time for us to review any
amendment before the requested effective date of the registration statement.
Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
October 31, 2012
Page 4
You may contact Edward M. Kelly, Senior Counsel, at (202) 551 -3728 or me at
(202) 551 -3765 if you have any questions.
Very truly y ours,
/s/ Pamela A. Long
Pamela A. Long
Assistant Director
cc: Via E-Mail
Peter DiChiara, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, NY 10006