SEC Comment Letter for Hepion Pharmaceuticals, Inc. (HEPA, CTRVP) (CIK 0001583771) (HEPA) — Oct 23, 2014
Hepion Pharmaceuticals, Inc. (HEPA, CTRVP) (CIK 0001583771)
Date: Oct. 23, 2014 · CIK: 0001583771 · Accession: 0000000000-14-052709
AI Filing Summary & Sentiment
File numbers found in text: 000-55020
Letter
October 22, 2014 Via E -mail Gary S. Jacob Chief Executive Officer and Director ContraVir Pharmaceuticals, Inc. 399 Thornall Street, First Floor Edison, New Jersey 08837
Re: ContraVir Pharmaceuticals, Inc. Preliminary Proxy Statement on Schedule 14 A Filed October 17, 2014 File No. 000-55020
Dear Mr. Jacob :
We have limited our review of your proxy statement to the issue s we have addressed in our comment s. Please respond to this letter by amending your proxy statement as requested . If you do not believe these comment s apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in a response.
After reviewing any amendment to your proxy statement or your response to these comment s, we may have addition al comment s.
Proposal 6: Amendment to our Certificate of Incorporation to Authorize a Reverse Stock Split, page 18
1. Please amend your disclosure to state the number of authorized shares that will become available for issuance as a result of the reverse stock split at each of the possible ratios.
2. Please amend your disclosure to state whether or not you have any current plans, agreements, understandings, etc. with respect to the authorized shares that will be come available for issuance after the reverse stock split has been implemented . If you have any such plans, agreements, understandings, etc., please describe them.
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 Exchange Act of 1934 and all applicable Exchange 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 mad e.
Gary S. Jacob ContraVir Pharmaceuticals, Inc. October 22, 2014 Page 2
In responding to our comment s, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response t o staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact S cot Foley at (202) 551 -3383 or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Jeffrey P. Riedler
Show Raw Text
October 22, 2014 Via E -mail Gary S. Jacob Chief Executive Officer and Director ContraVir Pharmaceuticals, Inc. 399 Thornall Street, First Floor Edison, New Jersey 08837 Re: ContraVir Pharmaceuticals, Inc. Preliminary Proxy Statement on Schedule 14 A Filed October 17, 2014 File No. 000-55020 Dear Mr. Jacob : We have limited our review of your proxy statement to the issue s we have addressed in our comment s. Please respond to this letter by amending your proxy statement as requested . If you do not believe these comment s apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in a response. After reviewing any amendment to your proxy statement or your response to these comment s, we may have addition al comment s. Proposal 6: Amendment to our Certificate of Incorporation to Authorize a Reverse Stock Split, page 18 1. Please amend your disclosure to state the number of authorized shares that will become available for issuance as a result of the reverse stock split at each of the possible ratios. 2. Please amend your disclosure to state whether or not you have any current plans, agreements, understandings, etc. with respect to the authorized shares that will be come available for issuance after the reverse stock split has been implemented . If you have any such plans, agreements, understandings, etc., please describe them. 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 Exchange Act of 1934 and all applicable Exchange 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 mad e. Gary S. Jacob ContraVir Pharmaceuticals, Inc. October 22, 2014 Page 2 In responding to our comment s, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response t o staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please contact S cot Foley at (202) 551 -3383 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Jeffrey P. Riedler Jeffrey P. Riedler Assistant Director cc: Jeffrey Fessler Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Floor New York, NY 10006