SEC Comment Letter for RELMADA THERAPEUTICS, INC. (RLMD) (CIK 0001553643) (RLMD) — Dec 10, 2012
RELMADA THERAPEUTICS, INC. (RLMD) (CIK 0001553643)
Date: Dec. 10, 2012 · CIK: 0001553643 · Accession: 0000000000-12-066487
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-184881
Letter
December 10, 201 2 Via E -mail Michael Garcia President and Chief Executive Officer Camp Nine, Inc. 1065 Kawaiahao St. Ste 2207 Honolulu, Hawaii 96814
Re: Camp Nine, Inc . Registration Statement on Form S-1 Filed November 13, 2012 File No. 333-184881
Dear Mr. Garcia :
We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
General
1. Please supplementally provide u s with copies of all written communications, as defined in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your behalf , present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they reta in copies of the communications. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.
2. It appears from your disclosure that you may be a shell company pursuant to Rule 405 of the Securities Act. Please revise to disclose your status a s a shell company or explain why you believe you are not a shell company.
Michael Garcia Camp Nine, Inc. December 10 , 201 2 Page 2
3. Please revise throughout to clarify that Mr. Garcia is the sole officer and director. We note references throughout your filing to y our “officers” and “directors.”
Registration Fee Table, page 1
4. It appears that you are registering a number of shares of your common stock. As such, please revise to indicate that you are registering under Rule 457(a), rather than Rule 457(o) or advise.
Cover Page of the Prospectus, page 2
5. Since you appear to qualify as an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, please disclose on your prospectus cover page that you are an emerging growth company.
6. Please indicate that there currently is no a public market fo r your common stock. Please also disclose here that you intend to apply through FINRA to the over -the-counter bulletin board, but that there is no guarantee that your common stock will be accepted for quotation.
Summary, page 5
7. Please revise to include your revenues and net losses as of the most recent audited period and interim period, as applicable . In addition, d isclose your monthly "burn rate " and how long your present capital wil l last at that rate . Please also disclose your current cash balance o n hand as of the most recent practicable date and update that with any subsequent amendment.
8. We note your disclosure in the last sentence of the first paragraph, indicating that you will require additional financing. Please quantify the additional fundin g you anticipate you will need to develop your business plan. To the extent you discuss future business plans in your filing, please revise to provide timeframes and the material steps needed to accomplish your goals. To the extent you will need addition al funding, please make that clear, as well. If the needed financing is currently not available to you, please also make that clear.
Risk Factors, page 6
9. Please revise to add risk factors that discuss the risk that it may not be possible for you to have adequate internal controls because one person occupies all of the corporate positions, and the risk that there may not be funds available for net income because the sole director and officer will determine his salary and perquisites or explain why these risk factors are not necessary
If we do not obtain additional financing, our business may fail, page 7
10. Please revise the heading to quantify the amount of additional funds you require to develop your business.
Michael Garcia Camp Nine, Inc. December 10 , 201 2 Page 3
If a market for our common stock does not develop, page 10
11. Please revise to clarify that there is no guarantee that your common stock will ever be quoted on the OTC Bulletin Board.
Use of Proceeds, page 12
12. Accompanying the disclosure regarding use of proceeds, if less than all the shares are sold, please revise to indicate how many surfboards you anticipate being able to ma ke if 75%, 50% or 25% of the proceeds are raised. Also, provide a timeframe for producing the surfboards to accompany the different levels of funding raised and timeframes for any material steps involved in order to produce the surfboards or otherwise develop your business.
Description of Business, page 19
13. Please revise to state as your belief that you are able to limit your liability by designing, manufacturing, marketing a nd selling of surfboards in your wholly owned LLC subsidiary.
14. Please provide support for your beliefs that most surfboards have limited graphics and are generally blank except for some small decals, or revise to remove these statements.
15. We note your refe rence to data about the surfer population from 2007. If available, please revise to update your disclosure with more recent and relevant data.
16. We note that you will rely on independent contractors for the production of your surfboards . Please expand you r disclosure here to discuss the existence or non -existence of any production or distribution arrangements and file any agr eements with the next amendment.
17. Please provide support for your belief that local manufacturers of surfboards possess a high degree of brand loyalty or revise to remove this statement.
Products and Pricing, page 20
18. Please expand upon your description of your various surfboard models. You indicate that the current description is taken from your website. These descriptions appear to be for people already familiar with different types of surfboards. As such, please expand upon your descriptions.
19. We note the prices that are listed here. From your website, it appears that you are offering some at prices discounted from the original p rices. Please update your
Michael Garcia Camp Nine, Inc. December 10 , 201 2 Page 4
disclosure or add disclosure to indicate that you may sell at prices discounted from the se disclosed prices from time to time or advise.
Employees, page 22
20. Consistent with your disclosure on page 9, please expand your disclosur e here to clarify that Mr. Garcia devotes 5 to 15 hours per week to your business.
Description of Property, page 22
21. Please briefly describe the property you maintain in Honolulu, Hawaii, and describe the existence and nature of any lease arrangements.
Plan of Operation, page 25
22. Absent a written guarantee, please revise your disclosure at the bottom of page 27 to clarify that there is no guarantee that Mr. Garcia will fund your legal and operating compliances expenses through additional capital infusions . If you have a written agreement with Mr. Garcia, please file it. If it is a verbal commitment, please indicate that.
Michael Garcia, page 28
23. Please revise to include a five -year busines s description for Mr. Garcia , including companies, positions, and stop and start months. Please also disclose the date upon which Mr. Garcia began to serve you is his respective officer and director positions.
24. Please clarify if Mr. Garcia is employed on a full -time basis with the real estate development firm, and also clarify that Mr. Garcia devotes 5 to 15 hours per week to your business.
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 1933 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 ar e 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 registration statement please provide a written statement from the co mpany acknowledging that:
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;
Michael Garcia Camp Nine, Inc. December 10 , 201 2 Page 5
the action of the Commission or t he 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 an d 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 of the registration statement.
You may contact Effie Simpson at (202) 551 -3346 or Linda Cvrkel at (202) 551 -3313 if you have questions regarding comments on the financial statements and related matters. Please contact John Stickel at (202) 551 -3324 or me at (202) 551 -3210 with any o ther questions.
Sincerely,
/s/ Susan Block
Show Raw Text
December 10, 201 2
Via E -mail
Michael Garcia
President and Chief Executive Officer
Camp Nine, Inc.
1065 Kawaiahao St. Ste 2207
Honolulu, Hawaii 96814
Re: Camp Nine, Inc .
Registration Statement on Form S-1
Filed November 13, 2012
File No. 333-184881
Dear Mr. Garcia :
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
General
1. Please supplementally provide u s with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they reta in copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.
2. It appears from your disclosure that you may be a shell company pursuant to Rule 405 of
the Securities Act. Please revise to disclose your status a s a shell company or explain
why you believe you are not a shell company.
Michael Garcia
Camp Nine, Inc.
December 10 , 201 2
Page 2
3. Please revise throughout to clarify that Mr. Garcia is the sole officer and director. We
note references throughout your filing to y our “officers” and “directors.”
Registration Fee Table, page 1
4. It appears that you are registering a number of shares of your common stock. As such,
please revise to indicate that you are registering under Rule 457(a), rather than Rule
457(o) or advise.
Cover Page of the Prospectus, page 2
5. Since you appear to qualify as an "emerging growth company," as defined in the
Jumpstart Our Business Startups Act, please disclose on your prospectus cover page that
you are an emerging growth company.
6. Please indicate that there currently is no a public market fo r your common stock. Please
also disclose here that you intend to apply through FINRA to the over -the-counter
bulletin board, but that there is no guarantee that your common stock will be accepted for
quotation.
Summary, page 5
7. Please revise to include your revenues and net losses as of the most recent audited period and
interim period, as applicable . In addition, d isclose your monthly "burn rate " and how long
your present capital wil l last at that rate . Please also disclose your current cash balance o n
hand as of the most recent practicable date and update that with any subsequent amendment.
8. We note your disclosure in the last sentence of the first paragraph, indicating that you will
require additional financing. Please quantify the additional fundin g you anticipate you will
need to develop your business plan. To the extent you discuss future business plans in your
filing, please revise to provide timeframes and the material steps needed to accomplish your
goals. To the extent you will need addition al funding, please make that clear, as well. If the
needed financing is currently not available to you, please also make that clear.
Risk Factors, page 6
9. Please revise to add risk factors that discuss the risk that it may not be possible for you to
have adequate internal controls because one person occupies all of the corporate
positions, and the risk that there may not be funds available for net income because the
sole director and officer will determine his salary and perquisites or explain why these
risk factors are not necessary
If we do not obtain additional financing, our business may fail, page 7
10. Please revise the heading to quantify the amount of additional funds you require to
develop your business.
Michael Garcia
Camp Nine, Inc.
December 10 , 201 2
Page 3
If a market for our common stock does not develop, page 10
11. Please revise to clarify that there is no guarantee that your common stock will ever be
quoted on the OTC Bulletin Board.
Use of Proceeds, page 12
12. Accompanying the disclosure regarding use of proceeds, if less than all the shares are
sold, please revise to indicate how many surfboards you anticipate being able to ma ke if
75%, 50% or 25% of the proceeds are raised. Also, provide a timeframe for producing
the surfboards to accompany the different levels of funding raised and timeframes for any
material steps involved in order to produce the surfboards or otherwise develop your
business.
Description of Business, page 19
13. Please revise to state as your belief that you are able to limit your liability by designing,
manufacturing, marketing a nd selling of surfboards in your wholly owned LLC
subsidiary.
14. Please provide support for your beliefs that most surfboards have limited graphics and are
generally blank except for some small decals, or revise to remove these statements.
15. We note your refe rence to data about the surfer population from 2007. If available,
please revise to update your disclosure with more recent and relevant data.
16. We note that you will rely on independent contractors for the production of your
surfboards . Please expand you r disclosure here to discuss the existence or non -existence
of any production or distribution arrangements and file any agr eements with the next
amendment.
17. Please provide support for your belief that local manufacturers of surfboards possess a
high degree of brand loyalty or revise to remove this statement.
Products and Pricing, page 20
18. Please expand upon your description of your various surfboard models. You indicate that
the current description is taken from your website. These descriptions appear to be for
people already familiar with different types of surfboards. As such, please expand upon
your descriptions.
19. We note the prices that are listed here. From your website, it appears that you are
offering some at prices discounted from the original p rices. Please update your
Michael Garcia
Camp Nine, Inc.
December 10 , 201 2
Page 4
disclosure or add disclosure to indicate that you may sell at prices discounted from the se
disclosed prices from time to time or advise.
Employees, page 22
20. Consistent with your disclosure on page 9, please expand your disclosur e here to clarify
that Mr. Garcia devotes 5 to 15 hours per week to your business.
Description of Property, page 22
21. Please briefly describe the property you maintain in Honolulu, Hawaii, and describe the
existence and nature of any lease arrangements.
Plan of Operation, page 25
22. Absent a written guarantee, please revise your disclosure at the bottom of page 27 to
clarify that there is no guarantee that Mr. Garcia will fund your legal and operating
compliances expenses through additional capital infusions . If you have a written
agreement with Mr. Garcia, please file it. If it is a verbal commitment, please indicate
that.
Michael Garcia, page 28
23. Please revise to include a five -year busines s description for Mr. Garcia , including
companies, positions, and stop and start months. Please also disclose the date upon
which Mr. Garcia began to serve you is his respective officer and director positions.
24. Please clarify if Mr. Garcia is employed on a full -time basis with the real estate
development firm, and also clarify that Mr. Garcia devotes 5 to 15 hours per week to your
business.
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 1933 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 ar e 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 registration statement please provide a written statement from the co mpany
acknowledging that:
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;
Michael Garcia
Camp Nine, Inc.
December 10 , 201 2
Page 5
the action of the Commission or t he 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 an d 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 of the
registration statement.
You may contact Effie Simpson at (202) 551 -3346 or Linda Cvrkel at (202) 551 -3313 if
you have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at (202) 551 -3324 or me at (202) 551 -3210 with any o ther questions.
Sincerely,
/s/ Susan Block
Susan Block
Attorney -Advisor
cc: Puoy Premsrirut , Esq.