Correspondence 0001493152-23-035092 from AIxCrypto Holdings, Inc. (AIXC)
AIxCrypto Holdings, Inc.
Date: Oct. 2, 2023 · CIK: 0001460702 · Accession: 0001493152-23-035092
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272623
Referenced dates: June 23, 2023
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Re: Qualigen Therapeutics, Inc. Registration Statement on Form S-1 Filed June 13, 2023 File No. 333-272623
Dear Ms. Gama and Mr. Drory:
On behalf of our client, Qualigen Therapeutics, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated June 23, 2023 (the “Comment Letter”), relating to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently filing via EDGAR this letter and Amendment No. 1 to the Registration Statement (as amended, the “Amended Registration Statement”).
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 Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following each comment is the Company’s response to that comment, including, where applicable, a cross-reference to the location of changes made in the Amended Registration Statement in response to the Staff’s comment. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amended Registration Statement.
Securities and Exchange Commission
October 2, 2023
Page
Registration Statement on Form S-1
1. We note that you intend to name a placement agent for the offering. Please identify the name of the placement agent in your next amendment. Additionally, it does not appear that your exhibit index currently includes a placeholder for a Placement Agent Agreement. Please update your exhibit index to include your Placement Agent Agreement, or advise.
The Company has identified the placement agent for the proposed offering in the Amended Registration Statement and have included a placeholder for the Placement Agent Agreement, which will be filed.
2. Please revise your disclosure to include all of the information that is required by Item 501(b)(8)(iii) of Regulation S-K, including (i) the date that the offering will end, (ii) any minimum purchase requirements and (iii) any arrangements to place the funds in escrow.
The Company has included the requested information in the Amended Registration Statement.
Please do not hesitate to call the undersigned at (713) 469-3874 with any questions.
Sincerely,
/s/
William D. Davis II
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CORRESP
1
filename1.htm
1221
McKinney Street
Suite
2100
Houston,
TX 77010
+1
713 469 3800
Fax
+1 713 469 3899
reedsmith.com
October
2, 2023
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Doris Stacey Gama and Jason Drory
Re: Qualigen
Therapeutics, Inc.
Registration
Statement on Form S-1
Filed
June 13, 2023
File
No. 333-272623
Dear
Ms. Gama and Mr. Drory:
On
behalf of our client, Qualigen Therapeutics, Inc. (the “Company”), we submit this letter in response to comments from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated
June 23, 2023 (the “Comment Letter”), relating to the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”). We are concurrently filing via EDGAR this letter and Amendment No. 1 to the Registration Statement (as amended, the
“Amended Registration Statement”).
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 Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment, including, where applicable, a cross-reference to the location of changes made
in the Amended Registration Statement in response to the Staff’s comment. All page references in the responses set forth below
refer to page numbers in the Amended Registration Statement. Defined terms used but not otherwise defined herein have the meanings ascribed
to such terms in the Amended Registration Statement.
Securities
and Exchange Commission
October
2, 2023
Page
2
Registration
Statement on Form S-1
1. We
note that you intend to name a placement agent for the offering. Please identify the name
of the placement agent in your next amendment. Additionally, it does not appear that your
exhibit index currently includes a placeholder for a Placement Agent Agreement. Please update
your exhibit index to include your Placement Agent Agreement, or advise.
The
Company has identified the placement agent for the proposed offering in the Amended Registration Statement and have included a placeholder
for the Placement Agent Agreement, which will be filed.
2. Please
revise your disclosure to include all of the information that is required by Item 501(b)(8)(iii)
of Regulation S-K, including (i) the date that the offering will end, (ii) any minimum purchase
requirements and (iii) any arrangements to place the funds in escrow.
The
Company has included the requested information in the Amended Registration Statement.
Please
do not hesitate to call the undersigned at (713) 469-3874 with any questions.
Sincerely,
/s/
William D. Davis II
William
D. Davis II
cc.
Michael S. Poirier, CEO of Qualigen Therapeutics, Inc.