SEC Comment Letter for TuHURA Biosciences, (HURA) — Oct 27, 2010
TuHURA Biosciences, Inc./NV (HURA) (CIK 0001498382)
Date: Oct. 27, 2010 · CIK: 0001498382 · Accession: 0000000000-10-063525
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-168897
Referenced dates: October 6, 2010
Letter
October 27, 2010 David Guest Chief Executive Officer Berry Only Inc. 722B Kingston Road Toronto, Ontario M4E 1R7 Canada Re: Berry Only Inc. Amendment No. 2 to Registrati on Statement on Form S-1 Filed October 15, 2010 File No. 333-168897
Dear Mr. Guest:
We have reviewed your registration statement and have the following comments. General
1. We note your response to comment one in our letter dated October 6, 2010. While we note your representations that the selling shar eholders are not affiliates of the company and are not in the business of underwriting securities, but ra ther are friends and business colleagues of your founder who purchased thei r shares in arms-length transactions, we remain concerned that the selling shareholders might be acting as a conduit for the company and that this is a pr imary offering on behalf of the company. Specifically, we note that the selling shareholders have owned their shares for less than four months and that the shares being registered for resale by the selling shareholde rs represent all the outstanding shares held by non-aff iliates. Please provide us w ith your analysis as to how these two factors (the length of the holding period and the number of shares) impact your ability to use Rule 415(a)(1)(i) in view of the guidance in Question 612.09 of the Division’s Compliance & Disclosure Interpreta tions for Securities Act Rules. Please provide a detailed response. In your response, you may also wish to describe the nature of the relationships between the selli ng shareholders and your president.
2. We note your response to comment two in our letter dated October 6, 2010; however, we reissue the comment. While the Commissi on stated in SEC Release No. 33-6932 (April 13, 1992) that start-up companies with specific business plans are not subject to Rule 419, even if operations have not commenced at the time of the offering, the Commission also stated that “it will scrutinize regist ered offerings for attempts to create the appearance that the registrant is not a de velopment stage company or has a specific business plan, in an effort to avoid the appl ication of Rule 419.” We note your analysis
David Guest Berry Only Inc. October 27, 2010 Page 2
as to whether Rule 419 applies to your offeri ng consists of a representation that you have a clear business plan to distribute Wire less Wipes in Canada. Please expand your analysis to provide a detailed explanation as to why Rule 419 does not apply to this offering. In providing this analysis, please sp ecifically discuss your business plan for the next twelve months and your day-to-day operations. Also disclose whether you have any current plans, arrangements, commitments or understandings to engage in a merger or acquisition with another compa ny. Alternatively, please revise the registration statement to comply with Rule 419 and prominently disclose that you are a blank check company.
Selling Shareholders, page 9
3. We note your response to comment five in our letter dated October 6, 2010; however, we reissue the comment in part. As previously requested, please tell us whether the selling shareholders purchased the securities to be resold in the ordinary course of business. Item 16 – Exhibits, page 49
4. Please ensure you file an updated consent from your independent accountant in your next Form S-1/A. You may contact Jeff Gordon at (202) 551-3866 or Rufus Decker at (202) 551-3769 if you have questions regarding comments on the fina ncial statements and related matters. Please contact Jessica Kane at (202) 551-3235 or Dieter King at (202) 551-3338 with any other questions.
Sincerely,
Pamela A. Long Assistant Director
cc: Karen A. Batcher, Esq. Synergen Law Group, APC 819 Anchorage Place, Suite 28 Chula Vista, CA 91914
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October 27, 2010 David Guest Chief Executive Officer Berry Only Inc. 722B Kingston Road Toronto, Ontario M4E 1R7 Canada Re: Berry Only Inc. Amendment No. 2 to Registrati on Statement on Form S-1 Filed October 15, 2010 File No. 333-168897 Dear Mr. Guest: We have reviewed your registration statement and have the following comments. General 1. We note your response to comment one in our letter dated October 6, 2010. While we note your representations that the selling shar eholders are not affiliates of the company and are not in the business of underwriting securities, but ra ther are friends and business colleagues of your founder who purchased thei r shares in arms-length transactions, we remain concerned that the selling shareholders might be acting as a conduit for the company and that this is a pr imary offering on behalf of the company. Specifically, we note that the selling shareholders have owned their shares for less than four months and that the shares being registered for resale by the selling shareholde rs represent all the outstanding shares held by non-aff iliates. Please provide us w ith your analysis as to how these two factors (the length of the holding period and the number of shares) impact your ability to use Rule 415(a)(1)(i) in view of the guidance in Question 612.09 of the Division’s Compliance & Disclosure Interpreta tions for Securities Act Rules. Please provide a detailed response. In your response, you may also wish to describe the nature of the relationships between the selli ng shareholders and your president. 2. We note your response to comment two in our letter dated October 6, 2010; however, we reissue the comment. While the Commissi on stated in SEC Release No. 33-6932 (April 13, 1992) that start-up companies with specific business plans are not subject to Rule 419, even if operations have not commenced at the time of the offering, the Commission also stated that “it will scrutinize regist ered offerings for attempts to create the appearance that the registrant is not a de velopment stage company or has a specific business plan, in an effort to avoid the appl ication of Rule 419.” We note your analysis David Guest Berry Only Inc. October 27, 2010 Page 2 as to whether Rule 419 applies to your offeri ng consists of a representation that you have a clear business plan to distribute Wire less Wipes in Canada. Please expand your analysis to provide a detailed explanation as to why Rule 419 does not apply to this offering. In providing this analysis, please sp ecifically discuss your business plan for the next twelve months and your day-to-day operations. Also disclose whether you have any current plans, arrangements, commitments or understandings to engage in a merger or acquisition with another compa ny. Alternatively, please revise the registration statement to comply with Rule 419 and prominently disclose that you are a blank check company. Selling Shareholders, page 9 3. We note your response to comment five in our letter dated October 6, 2010; however, we reissue the comment in part. As previously requested, please tell us whether the selling shareholders purchased the securities to be resold in the ordinary course of business. Item 16 – Exhibits, page 49 4. Please ensure you file an updated consent from your independent accountant in your next Form S-1/A. You may contact Jeff Gordon at (202) 551-3866 or Rufus Decker at (202) 551-3769 if you have questions regarding comments on the fina ncial statements and related matters. Please contact Jessica Kane at (202) 551-3235 or Dieter King at (202) 551-3338 with any other questions. Sincerely, Pamela A. Long Assistant Director cc: Karen A. Batcher, Esq. Synergen Law Group, APC 819 Anchorage Place, Suite 28 Chula Vista, CA 91914