SEC Comment Letter for PDS Biotechnology Corp (PDSB) (CIK 0001472091) (PDSB) — Dec 18, 2014
PDS Biotechnology Corp (PDSB) (CIK 0001472091)
Date: Dec. 18, 2014 · CIK: 0001472091 · Accession: 0000000000-14-065335
AI Filing Summary & Sentiment
Reasoning
Letter
December 17 , 2014 Via E -mail Brian A. Leuthner President and Chief Executive Officer Edge Therapeutics, Inc. 200 Connell Drive, Suite 1600 Berkeley Heights, NJ 07922
Re: Edge Therapeutics, Inc. Amendment No. 4 to Draft Registration Statement on Form S -1 Submitted December 4 , 2014 CIK No. 0001472091
Dear Mr. Leuthner:
We have reviewed your amended draft registration statement and have the following additional comment . In some of our comments, we may ask you to provide us with infor mation so we may better understand your disclosure.
Please respond to this letter by providing the requested infor mation and either sub mitting an amended confidential draft re gistration state ment or publicly filing your registration state ment on EDGAR. If you do not believe our comment applies to your facts and circu mstances or do not believe an amendment is a ppropriate, please tell us why in your response.
After revie wing the infor mation you provide in response to this comment and your amended confidential draft registration state ment or filed registration state ment, we may have additio nal co mments.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Significant Judgments and Estimates Fair Value of Common Stock Valuation of Common Stock as of March 27, 2014, page 59
1. Please disclose the results of the valuation performed as of March 27, 2014 to include how the assumptions have changed from the prior most recent valuation and the estimated common stock per share price.
If you intend to respond to this comment with an amended draft registration statement, please submit it and any associated correspondence in accordance with the guidance we provide in the Division’s October 11, 2012 announcement on the SEC website at http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.
Brian A. Leuthner Edge Therapeutics, Inc. December 17 , 2014 Page 2
Please keep in mind that we may publicly post filing review correspondence in accordance with our December 1, 2011 policy (http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm). If you intend to use Rule 83 (17 CFR 200.83) to reques t confidential treatment of information in the correspondence you submit on EDGAR, please properly mark that information in each of your confidential submissions to us so we do not repeat or refer to that information in our comment letters to you.
You m ay contact Christine Torne y at (202) 551 -3652 or Mary Mast at (202) 551 -3613 if you have questions regarding comments on the financial statements and related matters. Please contact Austin Stephenson at (202) 551 -3192, Dan Greenspan at (202) 551 -3623, or m e at (202) 551-3715 with any other questions.
Sincerely,
/s/ Jeffrey P. Riedler
Show Raw Text
December 17 , 2014
Via E -mail
Brian A. Leuthner
President and Chief Executive Officer
Edge Therapeutics, Inc.
200 Connell Drive, Suite 1600
Berkeley Heights, NJ 07922
Re: Edge Therapeutics, Inc.
Amendment No. 4 to Draft Registration Statement on Form S -1
Submitted December 4 , 2014
CIK No. 0001472091
Dear Mr. Leuthner:
We have reviewed your amended draft registration statement and have the following
additional comment . In some of our comments, we may ask you to provide us with infor mation
so we may better understand your disclosure.
Please respond to this letter by providing the requested infor mation and either sub mitting
an amended confidential draft re gistration state ment or publicly filing your registration state ment
on EDGAR. If you do not believe our comment applies to your facts and circu mstances or do
not believe an amendment is a ppropriate, please tell us why in your response.
After revie wing the infor mation you provide in response to this comment and your
amended confidential draft registration state ment or filed registration state ment, we may have
additio nal co mments.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Fair Value of Common Stock
Valuation of Common Stock as of March 27, 2014, page 59
1. Please disclose the results of the valuation performed as of March 27, 2014 to include
how the assumptions have changed from the prior most recent valuation and the
estimated common stock per share price.
If you intend to respond to this comment with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.
Brian A. Leuthner
Edge Therapeutics, Inc.
December 17 , 2014
Page 2
Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm). If you
intend to use Rule 83 (17 CFR 200.83) to reques t confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.
You m ay contact Christine Torne y at (202) 551 -3652 or Mary Mast at (202) 551 -3613 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Stephenson at (202) 551 -3192, Dan Greenspan at (202) 551 -3623, or m e at (202)
551-3715 with any other questions.
Sincerely,
/s/ Jeffrey P. Riedler
Jeffrey P. R iedler
Assista nt Direct or
cc: Via E -mail
David S. Rosenthal, Esq.
Dechert LLP