SEC Comment Letter 0000000000-24-000977 to Gyrodyne, LLC (GYRO) (CIK 0001589061) (GYRO)
Gyrodyne, LLC (GYRO) (CIK 0001589061)
Date: Jan. 24, 2024 · CIK: 0001589061 · Accession: 0000000000-24-000977
AI Filing Summary & Sentiment
File numbers found in text: 333-276312
Letter
United States securities and exchange commission logo January 24, 2024 Gary Fitlin President and Chief Executive Officer Gyrodyne, LLC One Flowerfield, Suite 24 Saint James, NY 11780 Re:Gyrodyne, LLC Amendment No. 1 to Registration Statement on Form S-1 Filed January 23, 2024 File No. 333-276312 Dear Gary Fitlin: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Amendment No. 1 to Form S-1 filed January 23, 2024 General 1.Please update your executive compensation disclosure to reflect the most recently completed fiscal year. For guidance, refer to Item 402(m) of Regulation S-K and Question 117.05 of Regulation S-K Compliance and Disclosure Interpretations. 2.Please revise the fee table and legality opinion to include the rights being issued in this offering, in addition to the common stock underlying the rights. Exhibits 3.Please revise your legal opinion to state whether the common shares will be fully paid and non-assessable. See Item 601(b)(5)(i) of Regulation S-K.
FirstName LastNameGary Fitlin Comapany NameGyrodyne, LLC January 24, 2024 Page 2 FirstName LastName Gary Fitlin Gyrodyne, LLC January 24, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Isabel Rivera at 202-551-3518 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Alon Y. Kapen, Esq.
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United States securities and exchange commission logo
January 24, 2024
Gary Fitlin
President and Chief Executive Officer
Gyrodyne, LLC
One Flowerfield, Suite 24
Saint James, NY 11780
Re:Gyrodyne, LLC
Amendment No. 1 to Registration Statement on Form S-1
Filed January 23, 2024
File No. 333-276312
Dear Gary Fitlin:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 1 to Form S-1 filed January 23, 2024
General
1.Please update your executive compensation disclosure to reflect the most recently
completed fiscal year. For guidance, refer to Item 402(m) of Regulation S-K and Question
117.05 of Regulation S-K Compliance and Disclosure Interpretations.
2.Please revise the fee table and legality opinion to include the rights being issued in this
offering, in addition to the common stock underlying the rights.
Exhibits
3.Please revise your legal opinion to state whether the common shares will be fully paid and
non-assessable. See Item 601(b)(5)(i) of Regulation S-K.
FirstName LastNameGary Fitlin
Comapany NameGyrodyne, LLC
January 24, 2024 Page 2
FirstName LastName
Gary Fitlin
Gyrodyne, LLC
January 24, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Isabel Rivera at 202-551-3518 or Pam Howell at 202-551-3357 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Alon Y. Kapen, Esq.