SEC Comment Letter for Rezolute, Inc. (RZLT) (CIK 0001509261) (RZLT) — Jun 3, 2015
Rezolute, Inc. (RZLT) (CIK 0001509261)
Date: June 3, 2015 · CIK: 0001509261 · Accession: 0000000000-15-029610
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-204434
Letter
June 3, 2015 Via E -mail Nevan Elam Chief Executive Officer AntriaBio, Inc. 1450 Infinite Drive Louisville, CO 80027
Re: AntriaBio, Inc. Registration Statement on Form S-1 Filed May 22, 2015 File No. 333-204434
Dear Mr. Elam :
We have reviewed your registration statement and have the following comment. If you do not believe this comment applies to your facts and circumstances, please tell us why in your response.
After reviewing any information you provide in response to this comment, we may have additional comments.
Prospectus Cover Page
1. Please amend your disclosure on your prospectus cover page, in your Plan of Distribution section, and elsewhere in your regi stration statement, as applicable, to include a fixed price at which your shares will be sold. Specif ically , please include disclosure to the effect that the selling sh areholders will sell at a price of $x.xx per share until your shares are quoted in an established public trading market and thereafter at prevailing market prices or privately negotiated prices. Please also discuss the factors that went into the determinat ion of this fixed price. We refer you to Items 501(b)(3) and 505 of Regulation S-K.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that:
Nevan Elam AntriaBio, Inc. June 3, 2015 Page 2
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date o f the registration statement.
Please contact Tara Keating Brooks at (202) 551 -8336 , Daniel Greenspan at (202) 551 - 3623 or me at (202) 551 -3715 with any other questions.
Sincerely,
/s/ Daniel Greenspan for
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June 3, 2015 Via E -mail Nevan Elam Chief Executive Officer AntriaBio, Inc. 1450 Infinite Drive Louisville, CO 80027 Re: AntriaBio, Inc. Registration Statement on Form S-1 Filed May 22, 2015 File No. 333-204434 Dear Mr. Elam : We have reviewed your registration statement and have the following comment. If you do not believe this comment applies to your facts and circumstances, please tell us why in your response. After reviewing any information you provide in response to this comment, we may have additional comments. Prospectus Cover Page 1. Please amend your disclosure on your prospectus cover page, in your Plan of Distribution section, and elsewhere in your regi stration statement, as applicable, to include a fixed price at which your shares will be sold. Specif ically , please include disclosure to the effect that the selling sh areholders will sell at a price of $x.xx per share until your shares are quoted in an established public trading market and thereafter at prevailing market prices or privately negotiated prices. Please also discuss the factors that went into the determinat ion of this fixed price. We refer you to Items 501(b)(3) and 505 of Regulation S-K. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that: Nevan Elam AntriaBio, Inc. June 3, 2015 Page 2 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date o f the registration statement. Please contact Tara Keating Brooks at (202) 551 -8336 , Daniel Greenspan at (202) 551 - 3623 or me at (202) 551 -3715 with any other questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -mail Michael L. Weiner Dorsey & Whitney LLP