SEC Company Response from Glucotrack, Inc. (GCTK) (CIK 0001506983) (GCTK) — Oct 7, 2011
Glucotrack, Inc. (GCTK) (CIK 0001506983)
Date: Oct. 7, 2011 · CIK: 0001506983 · Accession: 0001144204-11-056922
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-176415
Referenced dates: September 16, 2011
Letter
VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Integrity Applications, Inc. Registration Statement on Form S-1 Filed August 22, 2011 File No. 333-176415
Dear Mr. Morris:
On behalf of Integrity Applications, Inc., a Delaware corporation (the “Company”), we are writing to respond to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”) contained in its letter to the Company, dated September 16, 2011, regarding the Company’s Registration Statement on Form S-1 (File No. 333-176415) filed on August 22, 2011 (the “Registration Statement”).
Concurrently with this response, the Company is also filing Amendment No. 1 to the Registration Statement incorporating the revisions to the Registration Statement described herein. To expedite your review, we have enclosed with this letter a marked copy of Amendment No. 1 to the Registration Statement showing all changes from the original Registration Statement.
For your convenience, we have set forth the text of each of the Staff’s comments in bold, followed in each case by the Company’s response thereto.
Fee Table
1.
We note that there is currently no established market for your shares. Please provide a fixed price on the cover. In addition, please revise footnote (2) and throughout the prospectus, as appropriate, to clarify that shares will be sold at a fixed price until a market develops.
In response to the Staff’s comment, the Company has revised the Registration Statement to clarify on the cover page, and wherever else appropriate, that the shares will be sold at a fixed price until a market develops. See the cover page and pages 6, 25 and 76 of Amendment No. 1.
Prospectus Cover Page
2.
We note that your name is the same as that of Integrity Applications, Incorporated, an engineering and software services company based in Chantilly, Virginia. To eliminate any confusion, please provide the additional disclosure required by Regulation S-K Item 501 (b)( 1) Instruction.
In response to the Staff’s comment, the Company has revised the Registration Statement to include the additional disclosure required by the Instruction to Item 501(b)(1) of Regulation S-K. See the cover page and pages 5 and 33 of Amendment No. 1.
Cautionary Note Regarding Forward-Looking Statements, page 1
3.
Refer to the first sentence in this section. Please remove the inapplicable references to the safe harbor provisions under the Securities and Exchange Acts.
In response to the Staff’s comment, the Company has revised the first sentence of the section of the Registration Statement captioned “Cautionary Note Regarding Forward-Looking Statements” to delete the references to the safe harbor provisions under the Securities and Exchange Acts. See page 1 of Amendment No. 1.
Summary, page 2
4.
Please revise the summary to describe the risks and drawbacks of your product as prominently as your disclosure about the benefits of your product. In addition, please revise to disclose the going concern limitation mentioned in the auditor’s report as well as your current and cumulative losses and lack of revenues.
In response to the Staff’s comment, the Company has revised the section of the Registration Statement captioned “Summary” to describe the risks and drawbacks of the Company’s product as prominently as the benefits of the product. The Company has also revised the “Summary” section to disclose the going concern limitation mentioned in the auditor’s report as well as the Company’s current and cumulative losses. See pages 2 and 4 of Amendment No. 1.
5.
Please revise the prospectus to limit your reliance on defined terms. Risk Factors, page 7
In response to the Staff’s comment, the Company has revised the prospectus to limit reliance on defined terms.
6.
Please include a risk factor that discloses the effects on your business, including your revenues and profits, of your obligation to repay shareholder loans and royalties to OCS.
In response to the Staff’s comment, the Company has revised the Registration Statement to include a risk factor that discloses the effects on its business, including its revenues and profits, of its obligation to repay shareholder loans and royalties to the Office of the Chief Scientist (“OCS”). See page 22 of Amendment No. 1.
A former shareholder of Integrity Israel..., page 7
7.
With a view to disclosure, please more fully describe the equitable remedies and/or monetary damages sought by Mr. Dimri. To the extent that Mr. Dimri seeks anti-dilution shares, please tell us the number of additional shares that you would be required to issue to meet his demands.
In response to the Staff’s comment, the Company has revised the Registration Statement to disclose the fact that, as Mr. Dimri has not yet specified the relief he is seeking, the Company does not know the equitable remedies and/or monetary damages that he is seeking. In accordance with Israeli law, Mr. Dimri was not required to, and he did not, specify in his request for the appointment of an arbitrator the relief to be sought by him in such arbitration. The Company anticipates that Mr. Dimri will specify the relief sought after an arbitrator is appointed.
The Company advises the Staff that, pursuant to the Irrevocable Undertaking of Indemnification (the “Indemnification Agreement”) entered into by the founders of the Company, the founders agreed to indemnify and hold the Company harmless from any adverse consequences (excluding the fees and costs of defending the Company) that result from Mr. Dimri’s, or his successors’ or assigns’, enforcement of the anti-dilution rights granted to Mr. Dimri. Pursuant to the terms of that agreement, the founders’ would be obligated to transfer up to such number of shares of the Company’s common stock that he or she owned as of the date of the reorganization to Dimri or to the Company. Therefore, to the extent that Mr. Dimri seeks (and is awarded) anti-dilution shares, the Company expects that such shares would be transferred by the founders pursuant to the Indemnity Agreement, as opposed to an original issuance by the Company. Please see pages 7 and 66 of Amendment No. 1 for more information regarding the Indemnity Agreement.
Capitalization, page 26
8.
Please remove your line item for cash and cash equivalents since this is not part of your capitalization.
In response to the Staff’s comment, the Company has revised the capitalization table to delete the line for cash and cash equivalents. See page 26 of Amendment No. 1.
Management’s Discussion and Analysis..., page 27 Recent Developments, page 27
9.
We note your statement in the last paragraph in this section that you are required to pay royalties up to 100% of the amount of grants received. Please clarify whether you also owe interest on the grants.
In response to the Staff’s comment, the Company respectfully advises the Staff that, as previously disclosed, the Company is in fact required to pay interest on the grants, in an amount equal to the London Interbank Offered Rate (LIBOR). See page 28 of the Registration Statement, as originally filed on August 22, 2011, and page 28 of Amendment No. 1.
Business, page 33 Overview, page 33
10.
Please include disclosure regarding the development of your business for the last three years. Refer to Regulation S-K Item 101(h).
The Company respectfully advises the Staff that the section of the prospectus captioned “Business” includes the disclosure regarding the development of the Company’s business for the last three years required by Item 101(h) of Regulation S-K.
11.
Please disclose the number of shares held by the stockholders you mention in the last sentence of the second paragraph.
In response to the Staff’s comment, the Company has revised the last sentence of the second paragraph under the caption “Business--Overview,” and wherever else appropriate in the Registration Statement, to disclose the number of shares held by the shareholders of the Company referenced therein. See pages 2, 27 and 33 of Amendment No. 1.
12.
Refer to the third paragraph. Please disclose what you mean by “benign effect.”
In response to the Staff’s comment, the Company has revised the Registration Statement to replace the term “benign effect,” as used in the third paragraph under the caption “Business--Overview,” with a more descriptive term. In addition, the Company refers the Staff to Figure G contained in Amendment No. 1, which includes a definition of the risk described as “benign” under Zone B of the Clarke Error Grid. See pages 33 and 41 of Amendment No. 1.
13.
Please disclose what you are comparing your product against when you disclose in the last sentence of the fourth paragraph on page 34 that your product is less expensive.
In response to the Staff’s comment, the Company has revised the Registration Statement to clarify that the Company’s product is expected to be less expensive as compared to traditional invasive measurement devices, such as spot finger stick devices. See page [__] of Amendment No. 1.
Market Opportunity, page 34
14.
Regarding the industry data that you cite in your document, please tell us whether you obtained the information from sources that are generally publicly available for no or nominal fee. If not, please file a consent pursuant to Rule 436 of the Securities Act of 1933. Also, please tell us how you confirmed that you have used the most current data.
In response to the Staff’s comment, the Company has updated the disclosure in the Registration Statement to reflect the most current data available. The industry data cited in the prospectus, as revised in Amendment No. 1, was generally obtained from reports issued by, and available without cost on the websites of, the sources cited. The data has been updated to reflect the most recent reports displayed on those websites, and, to the Company’s knowledge, no more recent data is publicly available.
15.
Please provide us with independent support, including relevant articles and reports, for your statements in the prospectus regarding your market opportunity. Please mark the supporting materials so that they are tied to the disclosure.
In response to the Staff’s comment, the Company is attaching (supplementally) as Exhibit A to this response letter the relevant articles and reports that support the statements in the prospectus regarding the Company’s market opportunity.
Glucose Monitoring, page 35
16.
Please identify in your document the “industry sources” that you refer to in the last sentence of the second paragraph on page 35.
In response to the Staff’s comment, the Company has revised the Registration Statement to clarify this statistic and to identify the source thereof. See page 35 of Amendment No. 1.
The Product, page 36
17.
With a view to disclosure, please tell us the basis for your statement that cost and pain are two of the most significant barriers to frequent blood monitoring.
In response to the Staff’s comment, the Company has revised the Registration Statement to qualify this statement by the Company’s belief. See page 36 of Amendment No. 1. The basis for the Company’s belief are several articles and publications supporting this conclusion, copies of which have been attached (supplementally) as Exhibit B to this response letter.
18.
Please clarify the second bullet point on page 36 to disclose the significant initial purchase price of your product when compared to a conventional monitoring system and how this may present a barrier to adoption.
In response to the Staff’s comment, the Company has revised the second bullet to disclose the significant initial purchase price of the product. See page 36 of Amendment No. 1.
19.
We note that several of your trials and/or studies appear to involve a limited number of participants. We also note your second risk factor on page 10. Please balance your disclosure by describing the inherent shortcomings, if any, of relying on limited studies.
In response to the Staff’s comment, the Company has revised the Registration Statement to disclose the inherent shortcomings of relying on limited studies. See pages 2, 10, 27 and 33 of Amendment No. 1.
20.
In the first paragraph on page 43 you disclose that trials indicate that recalibration is necessary every few months. Please reconcile this disclosure with your disclosure on page 5 where you indicate that your product will require monthly calibration.
In response to the Staff’s comment, the Company has revised the Registration Statement to reconcile the statements regarding the frequency with which the Company’s product is expected to require recalibration. See pages 5 and 43 of Amendment No. 1.
21.
Please disclose how your product is recalibrated and whether this entails a cost to the patient. To the extent that there is a recalibration cost, please confirm that this has been disclosed in Figure B on page 37.
In response to the Staff’s comment, the Company has revised the Registration Statement to disclose (1) how the product is recalibrated, (2) that the cost of recalibration to the patient is expected to be minimal, (3) that Figure B excludes recalibration costs and (4) an estimate of such costs over the period reflected in Figure B. See page 37 of Amendment No. 1.
Regulation of the Design, manufacture and Distribution of Medical Devices, page 47
22.
With a view to disclosure, please tell us whether you intend to limit your sales outside the United States to countries that rely on the CE Mark.
The Company respectfully advises the Staff that it does not intend to limit sales outside the United States to countries that rely on the CE Mark. In response to the Staff’s comment, the Company has revised the Registration Statement to disclose this fact. See page 48 of Amendment No. 1.
Reimbursement, page 49
23.
Please include disclosure regarding possible cuts in government spending programs, such as Medicare, due to deficit reductions efforts and its effects on your business.
In response to the Staff’s comment, the Company has revised the Registration Statement to include disclosure regarding possible cuts in government spending programs, such as Medicare, due to deficit reductions efforts, and its effects on the Company’s business. See pages 15 and 50 of Amendment No. 1.
Intellectual Property, page 52
24.
Please disclose the duration of your significant patents. Competition, page 53.
In response to the Staff’s comment, the Company has revised the Registration Statement to include disclosure regarding the duration of its significant patent. See page 52 of Amendment No. 1.
25.
Please remove the images of your competitors’ products from the table marked “Figure J” on page 54. In addition, please revise this section to include descriptions of the competing technologies identified in the table.
In response to the Staff’s comment, the Company has revised “Figure J” to remove the images of its competitors’ products and to include descriptions of the competing technologies identified therein. See page 54 of Amendment No. 1.
Principal and Selling Shareholders, page 55
26.
Given the nature of the transaction being registered, please advise the staff of the company’s basis for determining that the transaction is appropriately characterized as a transaction that is eligible to be made on a shelf basis under Rule 415(a)( 1 )(i).
Rule 415(a)(1)(i) allows securities to be registered for an offering to be made on a continuous or delayed basis in the future, provided that the registration statement pertains only to “[s]ecurities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a
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Unassociated Document
INTEGRITY APPLICATIONS, INC.
102 Ha’Avoda Street
P.O. Box 432
Ashkelon L3 78100
Israel
October 7, 2011
VIA EDGAR AND FEDERAL EXPRESS
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
Attn: Daniel Morris
Re:
Integrity Applications, Inc.
Registration Statement on Form S-1
Filed August 22, 2011
File No. 333-176415
Dear Mr. Morris:
On behalf of Integrity Applications, Inc., a Delaware corporation (the “Company”), we are writing to respond to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”) contained in its letter to the Company, dated September 16, 2011, regarding the Company’s Registration Statement on Form S-1 (File No. 333-176415) filed on August 22, 2011 (the “Registration Statement”).
Concurrently with this response, the Company is also filing Amendment No. 1 to the Registration Statement incorporating the revisions to the Registration Statement described herein. To expedite your review, we have enclosed with this letter a marked copy of Amendment No. 1 to the Registration Statement showing all changes from the original Registration Statement.
For your convenience, we have set forth the text of each of the Staff’s comments in bold, followed in each case by the Company’s response thereto.
Fee Table
1.
We note that there is currently no established market for your shares. Please provide a fixed price on the cover. In addition, please revise footnote (2) and throughout the prospectus, as appropriate, to clarify that shares will be sold at a fixed price until a market develops.
In response to the Staff’s comment, the Company has revised the Registration Statement to clarify on the cover page, and wherever else appropriate, that the shares will be sold at a fixed price until a market develops. See the cover page and pages 6, 25 and 76 of Amendment No. 1.
Prospectus Cover Page
2.
We note that your name is the same as that of Integrity Applications, Incorporated, an engineering and software services company based in Chantilly, Virginia. To eliminate any confusion, please provide the additional disclosure required by Regulation S-K Item 501 (b)( 1) Instruction.
In response to the Staff’s comment, the Company has revised the Registration Statement to include the additional disclosure required by the Instruction to Item 501(b)(1) of Regulation S-K. See the cover page and pages 5 and 33 of Amendment No. 1.
Cautionary Note Regarding Forward-Looking Statements, page 1
3.
Refer to the first sentence in this section. Please remove the inapplicable references to the safe harbor provisions under the Securities and Exchange Acts.
In response to the Staff’s comment, the Company has revised the first sentence of the section of the Registration Statement captioned “Cautionary Note Regarding Forward-Looking Statements” to delete the references to the safe harbor provisions under the Securities and Exchange Acts. See page 1 of Amendment No. 1.
Summary, page 2
4.
Please revise the summary to describe the risks and drawbacks of your product as prominently as your disclosure about the benefits of your product. In addition, please revise to disclose the going concern limitation mentioned in the auditor’s report as well as your current and cumulative losses and lack of revenues.
In response to the Staff’s comment, the Company has revised the section of the Registration Statement captioned “Summary” to describe the risks and drawbacks of the Company’s product as prominently as the benefits of the product. The Company has also revised the “Summary” section to disclose the going concern limitation mentioned in the auditor’s report as well as the Company’s current and cumulative losses. See pages 2 and 4 of Amendment No. 1.
5.
Please revise the prospectus to limit your reliance on defined terms. Risk Factors, page 7
In response to the Staff’s comment, the Company has revised the prospectus to limit reliance on defined terms.
6.
Please include a risk factor that discloses the effects on your business, including your revenues and profits, of your obligation to repay shareholder loans and royalties to OCS.
In response to the Staff’s comment, the Company has revised the Registration Statement to include a risk factor that discloses the effects on its business, including its revenues and profits, of its obligation to repay shareholder loans and royalties to the Office of the Chief Scientist (“OCS”). See page 22 of Amendment No. 1.
A former shareholder of Integrity Israel..., page 7
7.
With a view to disclosure, please more fully describe the equitable remedies and/or monetary damages sought by Mr. Dimri. To the extent that Mr. Dimri seeks anti-dilution shares, please tell us the number of additional shares that you would be required to issue to meet his demands.
In response to the Staff’s comment, the Company has revised the Registration Statement to disclose the fact that, as Mr. Dimri has not yet specified the relief he is seeking, the Company does not know the equitable remedies and/or monetary damages that he is seeking. In accordance with Israeli law, Mr. Dimri was not required to, and he did not, specify in his request for the appointment of an arbitrator the relief to be sought by him in such arbitration. The Company anticipates that Mr. Dimri will specify the relief sought after an arbitrator is appointed.
The Company advises the Staff that, pursuant to the Irrevocable Undertaking of Indemnification (the “Indemnification Agreement”) entered into by the founders of the Company, the founders agreed to indemnify and hold the Company harmless from any adverse consequences (excluding the fees and costs of defending the Company) that result from Mr. Dimri’s, or his successors’ or assigns’, enforcement of the anti-dilution rights granted to Mr. Dimri. Pursuant to the terms of that agreement, the founders’ would be obligated to transfer up to such number of shares of the Company’s common stock that he or she owned as of the date of the reorganization to Dimri or to the Company. Therefore, to the extent that Mr. Dimri seeks (and is awarded) anti-dilution shares, the Company expects that such shares would be transferred by the founders pursuant to the Indemnity Agreement, as opposed to an original issuance by the Company. Please see pages 7 and 66 of Amendment No. 1 for more information regarding the Indemnity Agreement.
Capitalization, page 26
8.
Please remove your line item for cash and cash equivalents since this is not part of your capitalization.
In response to the Staff’s comment, the Company has revised the capitalization table to delete the line for cash and cash equivalents. See page 26 of Amendment No. 1.
Management’s Discussion and Analysis..., page 27 Recent Developments, page 27
9.
We note your statement in the last paragraph in this section that you are required to pay royalties up to 100% of the amount of grants received. Please clarify whether you also owe interest on the grants.
In response to the Staff’s comment, the Company respectfully advises the Staff that, as previously disclosed, the Company is in fact required to pay interest on the grants, in an amount equal to the London Interbank Offered Rate (LIBOR). See page 28 of the Registration Statement, as originally filed on August 22, 2011, and page 28 of Amendment No. 1.
Business, page 33 Overview, page 33
10.
Please include disclosure regarding the development of your business for the last three years. Refer to Regulation S-K Item 101(h).
The Company respectfully advises the Staff that the section of the prospectus captioned “Business” includes the disclosure regarding the development of the Company’s business for the last three years required by Item 101(h) of Regulation S-K.
11.
Please disclose the number of shares held by the stockholders you mention in the last sentence of the second paragraph.
In response to the Staff’s comment, the Company has revised the last sentence of the second paragraph under the caption “Business--Overview,” and wherever else appropriate in the Registration Statement, to disclose the number of shares held by the shareholders of the Company referenced therein. See pages 2, 27 and 33 of Amendment No. 1.
12.
Refer to the third paragraph. Please disclose what you mean by “benign effect.”
In response to the Staff’s comment, the Company has revised the Registration Statement to replace the term “benign effect,” as used in the third paragraph under the caption “Business--Overview,” with a more descriptive term. In addition, the Company refers the Staff to Figure G contained in Amendment No. 1, which includes a definition of the risk described as “benign” under Zone B of the Clarke Error Grid. See pages 33 and 41 of Amendment No. 1.
13.
Please disclose what you are comparing your product against when you disclose in the last sentence of the fourth paragraph on page 34 that your product is less expensive.
In response to the Staff’s comment, the Company has revised the Registration Statement to clarify that the Company’s product is expected to be less expensive as compared to traditional invasive measurement devices, such as spot finger stick devices. See page [__] of Amendment No. 1.
Market Opportunity, page 34
14.
Regarding the industry data that you cite in your document, please tell us whether you obtained the information from sources that are generally publicly available for no or nominal fee. If not, please file a consent pursuant to Rule 436 of the Securities Act of 1933. Also, please tell us how you confirmed that you have used the most current data.
In response to the Staff’s comment, the Company has updated the disclosure in the Registration Statement to reflect the most current data available. The industry data cited in the prospectus, as revised in Amendment No. 1, was generally obtained from reports issued by, and available without cost on the websites of, the sources cited. The data has been updated to reflect the most recent reports displayed on those websites, and, to the Company’s knowledge, no more recent data is publicly available.
15.
Please provide us with independent support, including relevant articles and reports, for your statements in the prospectus regarding your market opportunity. Please mark the supporting materials so that they are tied to the disclosure.
In response to the Staff’s comment, the Company is attaching (supplementally) as Exhibit A to this response letter the relevant articles and reports that support the statements in the prospectus regarding the Company’s market opportunity.
Glucose Monitoring, page 35
16.
Please identify in your document the “industry sources” that you refer to in the last sentence of the second paragraph on page 35.
In response to the Staff’s comment, the Company has revised the Registration Statement to clarify this statistic and to identify the source thereof. See page 35 of Amendment No. 1.
The Product, page 36
17.
With a view to disclosure, please tell us the basis for your statement that cost and pain are two of the most significant barriers to frequent blood monitoring.
In response to the Staff’s comment, the Company has revised the Registration Statement to qualify this statement by the Company’s belief. See page 36 of Amendment No. 1. The basis for the Company’s belief are several articles and publications supporting this conclusion, copies of which have been attached (supplementally) as Exhibit B to this response letter.
18.
Please clarify the second bullet point on page 36 to disclose the significant initial purchase price of your product when compared to a conventional monitoring system and how this may present a barrier to adoption.
In response to the Staff’s comment, the Company has revised the second bullet to disclose the significant initial purchase price of the product. See page 36 of Amendment No. 1.
19.
We note that several of your trials and/or studies appear to involve a limited number of participants. We also note your second risk factor on page 10. Please balance your disclosure by describing the inherent shortcomings, if any, of relying on limited studies.
In response to the Staff’s comment, the Company has revised the Registration Statement to disclose the inherent shortcomings of relying on limited studies. See pages 2, 10, 27 and 33 of Amendment No. 1.
20.
In the first paragraph on page 43 you disclose that trials indicate that recalibration is necessary every few months. Please reconcile this disclosure with your disclosure on page 5 where you indicate that your product will require monthly calibration.
In response to the Staff’s comment, the Company has revised the Registration Statement to reconcile the statements regarding the frequency with which the Company’s product is expected to require recalibration. See pages 5 and 43 of Amendment No. 1.
21.
Please disclose how your product is recalibrated and whether this entails a cost to the patient. To the extent that there is a recalibration cost, please confirm that this has been disclosed in Figure B on page 37.
In response to the Staff’s comment, the Company has revised the Registration Statement to disclose (1) how the product is recalibrated, (2) that the cost of recalibration to the patient is expected to be minimal, (3) that Figure B excludes recalibration costs and (4) an estimate of such costs over the period reflected in Figure B. See page 37 of Amendment No. 1.
Regulation of the Design, manufacture and Distribution of Medical Devices, page 47
22.
With a view to disclosure, please tell us whether you intend to limit your sales outside the United States to countries that rely on the CE Mark.
The Company respectfully advises the Staff that it does not intend to limit sales outside the United States to countries that rely on the CE Mark. In response to the Staff’s comment, the Company has revised the Registration Statement to disclose this fact. See page 48 of Amendment No. 1.
Reimbursement, page 49
23.
Please include disclosure regarding possible cuts in government spending programs, such as Medicare, due to deficit reductions efforts and its effects on your business.
In response to the Staff’s comment, the Company has revised the Registration Statement to include disclosure regarding possible cuts in government spending programs, such as Medicare, due to deficit reductions efforts, and its effects on the Company’s business. See pages 15 and 50 of Amendment No. 1.
Intellectual Property, page 52
24.
Please disclose the duration of your significant patents. Competition, page 53.
In response to the Staff’s comment, the Company has revised the Registration Statement to include disclosure regarding the duration of its significant patent. See page 52 of Amendment No. 1.
25.
Please remove the images of your competitors’ products from the table marked “Figure J” on page 54. In addition, please revise this section to include descriptions of the competing technologies identified in the table.
In response to the Staff’s comment, the Company has revised “Figure J” to remove the images of its competitors’ products and to include descriptions of the competing technologies identified therein. See page 54 of Amendment No. 1.
Principal and Selling Shareholders, page 55
26.
Given the nature of the transaction being registered, please advise the staff of the company’s basis for determining that the transaction is appropriately characterized as a transaction that is eligible to be made on a shelf basis under Rule 415(a)( 1 )(i).
Rule 415(a)(1)(i) allows securities to be registered for an offering to be made on a continuous or delayed basis in the future, provided that the registration statement pertains only to “[s]ecurities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a