SEC Comment Letter for AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702) (FFR) — Jan 17, 2017
AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702)
Date: Jan. 17, 2017 · CIK: 0001460702 · Accession: 0000000000-17-001569
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-215143
Letter
Mail Stop 4546 January 13, 2017 Michael D. Step Chief Executive Officer Ritter Pharmaceuticals, Inc. 1880 Century Park East #1000 Los Angeles, CA 90067
Re: Ritter Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed December 16, 2016 File No. 333-215143
Dear Mr. Step :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may 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 com ments apply 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 these comments, w e may have additional comments.
General
1. In light of the previously registered resale offering by Aspire Capital of 1,577,699 shares of your common stock pursuant to a registration statement that was declared effective on February 11, 2016, please provi de us with an analysis as to why you believe this offering is appropriately registered as an indirect primary offering in reliance on rule 415(a)(1)(i). Among other factors in your response, please address the aggregate size of the resale offerings that h ave been registered pursuant to this purchase agreement with Aspire compared to the number of shares of common stock held by non -affiliates. Please also tell us whether Aspire Capital has resold substantially all of the securities registered under your pr ior registration statement , and if so, the date of the most recent sale.
Michael D. Step Ritter Pharmaceuticals, Inc. January 13, 2017 Page 2
Selling Stockholder, page 49
2. Please revise your disclosure in this section to provide updated information with respect to the number of shares beneficially owned by Aspire Capital as of the most recent practicable date.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Dorrie Yale at 202 -551-8776 or Mary Beth Breslin at 202 -551-3625 with any other questions.
Sincerely,
/s/ Mary Beth Breslin fo r
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Mail Stop 4546 January 13, 2017 Michael D. Step Chief Executive Officer Ritter Pharmaceuticals, Inc. 1880 Century Park East #1000 Los Angeles, CA 90067 Re: Ritter Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed December 16, 2016 File No. 333-215143 Dear Mr. Step : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may 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 com ments apply 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 these comments, w e may have additional comments. General 1. In light of the previously registered resale offering by Aspire Capital of 1,577,699 shares of your common stock pursuant to a registration statement that was declared effective on February 11, 2016, please provi de us with an analysis as to why you believe this offering is appropriately registered as an indirect primary offering in reliance on rule 415(a)(1)(i). Among other factors in your response, please address the aggregate size of the resale offerings that h ave been registered pursuant to this purchase agreement with Aspire compared to the number of shares of common stock held by non -affiliates. Please also tell us whether Aspire Capital has resold substantially all of the securities registered under your pr ior registration statement , and if so, the date of the most recent sale. Michael D. Step Ritter Pharmaceuticals, Inc. January 13, 2017 Page 2 Selling Stockholder, page 49 2. Please revise your disclosure in this section to provide updated information with respect to the number of shares beneficially owned by Aspire Capital as of the most recent practicable date. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Dorrie Yale at 202 -551-8776 or Mary Beth Breslin at 202 -551-3625 with any other questions. Sincerely, /s/ Mary Beth Breslin fo r Suzanne Hayes Assistant Director Office of Healthcare and Insurance cc: Michael Sanders , Esq. — Reed Smith LLP