SEC Comment Letter for AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702) (FFR) — May 20, 2015
AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702)
Date: May 20, 2015 · CIK: 0001460702 · Accession: 0000000000-15-027397
AI Filing Summary & Sentiment
Reasoning
Letter
May 20 , 2015 Via E -mail Michael D. Step Chief Executive Officer Ritter Pharmaceuticals, Inc. 1801 Century Park East #1820 Los Angeles, CA 90067
Re: Ritter Pharmaceuticals, Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed May 8 , 2015 File No. 333 -202924
Dear Mr. Step :
We have reviewed amendment no. 2 to your registration statement and you r response letter dated May 8 , 2015 and have the following comments. In some of our comments, we may ask you to provide us with information so we m ay better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment i s appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Dilution, page 48
1. Refer to your response to our prior comment two. We believe that historical net tangible book value should be based on historical stockholders’ deficit excluding intangible assets. You current computation includes preferred stock subject to redemption in the book value for co mmon stockholders, which does not seem appropriate. Please revise, accordingly.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates Significant factors, assumptions and methodo logies used in determining the estimated fair value of the Company’s common stock, page 56
2. Refer to your response to our prior comment three. Please tell us why it is appropriate to use an estimated fully diluted share count as of the December 2014 valua tion date to
Michael D. Step Ritter Pharmaceuticals, Inc. May 20 , 2015 Page 2
value your common stock with respect to other scenarios, which you assess at 55% probability. In this regard, explain to us whether the amount for other scenarios includes an amount for preferred stockholders, and if so, why given preferences to preferred stockholders in any liquidation, dissolution or winding up of the Company.
You may contact Rolf Sundwall at (202) 551 -3105 or Jim Rosenberg at (202) 551 - 3679 if you have questions regarding comments on the financial statements and related m atters. Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202) 551-3715 with any other questions.
Sincerely,
/s/ Jeffrey P. Riedler
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May 20 , 2015 Via E -mail Michael D. Step Chief Executive Officer Ritter Pharmaceuticals, Inc. 1801 Century Park East #1820 Los Angeles, CA 90067 Re: Ritter Pharmaceuticals, Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed May 8 , 2015 File No. 333 -202924 Dear Mr. Step : We have reviewed amendment no. 2 to your registration statement and you r response letter dated May 8 , 2015 and have the following comments. In some of our comments, we may ask you to provide us with information so we m ay better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment i s appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Dilution, page 48 1. Refer to your response to our prior comment two. We believe that historical net tangible book value should be based on historical stockholders’ deficit excluding intangible assets. You current computation includes preferred stock subject to redemption in the book value for co mmon stockholders, which does not seem appropriate. Please revise, accordingly. Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates Significant factors, assumptions and methodo logies used in determining the estimated fair value of the Company’s common stock, page 56 2. Refer to your response to our prior comment three. Please tell us why it is appropriate to use an estimated fully diluted share count as of the December 2014 valua tion date to Michael D. Step Ritter Pharmaceuticals, Inc. May 20 , 2015 Page 2 value your common stock with respect to other scenarios, which you assess at 55% probability. In this regard, explain to us whether the amount for other scenarios includes an amount for preferred stockholders, and if so, why given preferences to preferred stockholders in any liquidation, dissolution or winding up of the Company. You may contact Rolf Sundwall at (202) 551 -3105 or Jim Rosenberg at (202) 551 - 3679 if you have questions regarding comments on the financial statements and related m atters. Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202) 551-3715 with any other questions. Sincerely, /s/ Jeffrey P. Riedler Jeffrey P. Riedler Assistant Director cc: Via E -mail Yvan -Claude Pierre, Esq. Reed Smith LLP