SEC Comment Letter for Rezolute, Inc. (RZLT) (CIK 0001509261) (RZLT) — Aug 10, 2011
Rezolute, Inc. (RZLT) (CIK 0001509261)
Date: Aug. 10, 2011 · CIK: 0001509261 · Accession: 0000000000-11-048574
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-174892
Referenced dates: August 5, 2011
Letter
August 10, 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. 2 to Registra tion Statement on Form S-1 Filed August 8, 2011 File No. 333-174892
Dear Mr. Bar:
We have reviewed your letter dated Augus t 8, 2011 and the above-referenced filing, and have the following comments. Where prior comme nts are referenced, they refer to our letter dated August 5, 2011.
General
1. If you do not anticipate requesting effec tiveness on or prior to August 12, 2011, please note the updating require ments of Rule 8-08 of Regulation S-X. Prospectus Summary
Business, page 3
2. We reissue prior comment 1 in part; as previously requested, please revise your disclosure in the Prospectus Summary and Bu siness sections to clar ify that your product will not be able to be fully marketed until after completion of the beta version. Risk Factors
“The costs to meet our reporting and other requirements as a public company…,” page 10
3. We reissue prior comment 2 in part. Your di sclosure still states that you “intend” to register a class of securities under Section 12 of the Exchange Act, which means that you retain the discretion not to f ile a registration statement under the Exchange Act. Please revise the prospectus to affirmatively st ate that you “will” file an Exchange Act registration statement promptly upon effectiven ess of the Form S-1, or include relevant
Nir Bar Fits My Style Inc. August 10, 2011 Page 2
risk factor disclosure describing the material risks to potential inve stors if you choose not to file an Exchange Act registration statement. 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 10, 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. 2 to Registra tion Statement on Form S-1 Filed August 8, 2011 File No. 333-174892 Dear Mr. Bar: We have reviewed your letter dated Augus t 8, 2011 and the above-referenced filing, and have the following comments. Where prior comme nts are referenced, they refer to our letter dated August 5, 2011. General 1. If you do not anticipate requesting effec tiveness on or prior to August 12, 2011, please note the updating require ments of Rule 8-08 of Regulation S-X. Prospectus Summary Business, page 3 2. We reissue prior comment 1 in part; as previously requested, please revise your disclosure in the Prospectus Summary and Bu siness sections to clar ify that your product will not be able to be fully marketed until after completion of the beta version. Risk Factors “The costs to meet our reporting and other requirements as a public company…,” page 10 3. We reissue prior comment 2 in part. Your di sclosure still states that you “intend” to register a class of securities under Section 12 of the Exchange Act, which means that you retain the discretion not to f ile a registration statement under the Exchange Act. Please revise the prospectus to affirmatively st ate that you “will” file an Exchange Act registration statement promptly upon effectiven ess of the Form S-1, or include relevant Nir Bar Fits My Style Inc. August 10, 2011 Page 2 risk factor disclosure describing the material risks to potential inve stors if you choose not to file an Exchange Act registration statement. 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