SEC Comment Letter for Rezolute, Inc. (RZLT) (CIK 0001509261) (RZLT) — Aug 5, 2011
Rezolute, Inc. (RZLT) (CIK 0001509261)
Date: Aug. 5, 2011 · CIK: 0001509261 · Accession: 0000000000-11-047573
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-174892
Referenced dates: July 11, 2011, July 20, 2011
Letter
August 5, 2011 Via Email Nir Bar President Fits My Style Inc. 9A Yadin Igal St. Ra'anana, Israel 43582 Re: Fits My Style Inc. Amendment No. 1 to Registra tion Statement on Form S-1 Filed July 20, 2011 File No. 333-174892
Dear Mr. Bar:
We have reviewed your letter dated July 20, 2011 and the above-referenced filing, and have the following comments. Where prior comme nts are referenced, they refer to our letter dated July 11, 2011.
Prospectus Summary
Business, page 3
1. We note your response to prior comments 2 and 9. Please revise your disclosure in the Prospectus Summary and Busi ness sections to clarify that the “Proof-of-Concept” website will include the minimum functionality needed to display your concept, and that your product will not be able to be fully ma rketed until after completion of the beta version. In addition, revise these sections and MD&A to disclose your estimated time frame for completing the beta version. Risk Factors, page 5
2. Notwithstanding your responses to prior comm ents 4 and 6, you retain the discretion not to file a registration statemen t under the Exchange Act. Please revise the prospectus to disclose how soon following effectiveness of th e Form S-1 you plan to file an Exchange Act registration statement. If you choose not to affirmatively state in the prospectus that you will file an Exchange Act registration st atement promptly upon effectiveness of the Form S-1, tell us the basis for your conclusion that your discretion to refrain from making such a filing does not pose a material risk to investors.
Nir Bar Fits My Style Inc. August 5, 2011 Page 2
Management
Directors and Executive Officers, page 24
3. You state that Mr. Turnowski is directly responsible for “major” parts of the bank’s activity. Please revise to provide context for this statement, or delete.
Certain Relationships and Re lated Transactions, page 26
4. We reissue prior comment 12 in part; please revise to disclose who represented the company in negotiating the agreement w ith beIT Visual Communications Ltd. Where You Can Find More Information, page 27
5. Notwithstanding your responses to prior commen ts 4 and 6, either file an Exchange Act registration statement prior to the effective date of your Fo rm S-1, or revise the first sentence of the second paragraph of this se ction. You will not become a fully reporting company until you have an Exchange Act regist ration statement on file when the current S-1 is declared effective, or you file a subs equent Exchange Act registration statement that becomes effective.
You may contact Joyce Sween ey, Staff Accountant, at (202) 551-3449 if you have questions regarding comments on th e financial statements and rela ted matters. Please contact Evan Jacobson, Attorney-Advisor, at (202) 551- 3428 or me at (202) 551-3462 with any other questions. Sincerely, /s/ Mark P. Shuman Mark P. Shuman Branch Chief – Legal cc: Via Email
David Lubin, Esq. David Lubin & Associates, PLLC
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August 5, 2011 Via Email Nir Bar President Fits My Style Inc. 9A Yadin Igal St. Ra'anana, Israel 43582 Re: Fits My Style Inc. Amendment No. 1 to Registra tion Statement on Form S-1 Filed July 20, 2011 File No. 333-174892 Dear Mr. Bar: We have reviewed your letter dated July 20, 2011 and the above-referenced filing, and have the following comments. Where prior comme nts are referenced, they refer to our letter dated July 11, 2011. Prospectus Summary Business, page 3 1. We note your response to prior comments 2 and 9. Please revise your disclosure in the Prospectus Summary and Busi ness sections to clarify that the “Proof-of-Concept” website will include the minimum functionality needed to display your concept, and that your product will not be able to be fully ma rketed until after completion of the beta version. In addition, revise these sections and MD&A to disclose your estimated time frame for completing the beta version. Risk Factors, page 5 2. Notwithstanding your responses to prior comm ents 4 and 6, you retain the discretion not to file a registration statemen t under the Exchange Act. Please revise the prospectus to disclose how soon following effectiveness of th e Form S-1 you plan to file an Exchange Act registration statement. If you choose not to affirmatively state in the prospectus that you will file an Exchange Act registration st atement promptly upon effectiveness of the Form S-1, tell us the basis for your conclusion that your discretion to refrain from making such a filing does not pose a material risk to investors. Nir Bar Fits My Style Inc. August 5, 2011 Page 2 Management Directors and Executive Officers, page 24 3. You state that Mr. Turnowski is directly responsible for “major” parts of the bank’s activity. Please revise to provide context for this statement, or delete. Certain Relationships and Re lated Transactions, page 26 4. We reissue prior comment 12 in part; please revise to disclose who represented the company in negotiating the agreement w ith beIT Visual Communications Ltd. Where You Can Find More Information, page 27 5. Notwithstanding your responses to prior commen ts 4 and 6, either file an Exchange Act registration statement prior to the effective date of your Fo rm S-1, or revise the first sentence of the second paragraph of this se ction. You will not become a fully reporting company until you have an Exchange Act regist ration statement on file when the current S-1 is declared effective, or you file a subs equent Exchange Act registration statement that becomes effective. You may contact Joyce Sween ey, Staff Accountant, at (202) 551-3449 if you have questions regarding comments on th e financial statements and rela ted matters. Please contact Evan Jacobson, Attorney-Advisor, at (202) 551- 3428 or me at (202) 551-3462 with any other questions. Sincerely, /s/ Mark P. Shuman Mark P. Shuman Branch Chief – Legal cc: Via Email David Lubin, Esq. David Lubin & Associates, PLLC