SEC Company Response from AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702) (FFR) — Aug 4, 2017
AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702)
Date: Aug. 4, 2017 · CIK: 0001460702 · Accession: 0001493152-17-008560
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-37428
Referenced dates: August 2, 2017
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Re: Ritter Pharmaceutical Inc. Preliminary Proxy Statement on Schedule 14A Filed July 26, 2017 File No. 001-37428
Dear Ms. Yale and Ms. Breslin:
On behalf of our client, Ritter Pharmaceuticals, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in its letter dated August 2, 2017 (the “Comment Letter”) relating to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). We are concurrently submitting via EDGAR this letter and Amendment No. 1 to the Preliminary Proxy Statement (the “Amendment”).
Set forth below in bold are comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Comment Letter and includes the caption used in the Comment Letter. Immediately following each comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amendment.
Preliminary Proxy Statement on Schedule 14A
Proposal 1, page 7
1. Please expand your disclosure to specifically state whether you have any plans, proposals or arrangements, written or oral, to issue any of the newly authorized shares of common stock or preferred stock for general corporate or any other purposes, other than as set forth in your Proposal 2. If there are any such plans, please describe them.
Securities and Exchange Commission
Attn:
Chris Edwards
Suzanne Hayes
August 4, 2017
Page
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has indicated on page 7 of the Amendment that the Company filed a registration statement on S-1 with the Commission with respect to a public offering of securities and that aside from the proposed offering, which may or may not occur, the Company has no other specific plans or agreements to issue any newly authorized securities.
2. Please revise your disclosure to include a discussion of the dilutive effect to your existing shareholders of any issuance of the newly authorized shares.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has provided a discussion of the dilutive effect to its existing stockholders of any issuance of the newly authorized shares on page 7 of the Amendment.
Should you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0393.
Sincerely,
/s/ Aron
Izower
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CORRESP
1
filename1.htm
Reed
Smith LLP
599 Lexington Avenue, Floor 26
New York, NY 10022
Tel: 212.521.5400
Fax: 212.521.5450
August
4, 2017
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Dorrie
Yale
Mary
Beth Breslin
Re:
Ritter
Pharmaceutical Inc.
Preliminary
Proxy Statement on Schedule 14A
Filed
July 26, 2017
File
No. 001-37428
Dear
Ms. Yale and Ms. Breslin:
On
behalf of our client, Ritter Pharmaceuticals, Inc. (the “Company”), we submit this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
issued in its letter dated August 2, 2017 (the “Comment Letter”) relating to the above-referenced Preliminary
Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). We are concurrently submitting via EDGAR
this letter and Amendment No. 1 to the Preliminary Proxy Statement (the “Amendment”).
Set
forth below in bold are comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds
to the numbered comment in the Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Amendment.
Preliminary
Proxy Statement on Schedule 14A
Proposal
1, page 7
1.
Please
expand your disclosure to specifically state whether you have any plans, proposals or arrangements, written or oral, to issue
any of the newly authorized shares of common stock or preferred stock for general corporate or any other purposes, other than
as set forth in your Proposal 2. If there are any such plans, please describe them.
Securities
and Exchange Commission
Attn:
Chris Edwards
Suzanne Hayes
August
4, 2017
Page
2
The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has indicated on page 7 of
the Amendment that the Company filed a registration statement on S-1 with the Commission with respect to a public offering of
securities and that aside from the proposed offering, which may or may not occur, the Company has no other specific plans or agreements
to issue any newly authorized securities.
2.
Please
revise your disclosure to include a discussion of the dilutive effect to your existing shareholders of any issuance of the
newly authorized shares.
The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has provided a discussion of the dilutive
effect to its existing stockholders of any issuance of the newly authorized shares on page 7 of the Amendment.
Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0393.
Sincerely,
/s/ Aron
Izower
Aron
Izower
cc:
Michael
D. Step,
Chief
Executive Officer of
Ritter
Pharmaceuticals, Inc.