SEC Comment Letter for Genprex, Inc. (GNPX) (CIK 0001595248) (GNPX) — Sep 19, 2017
Genprex, Inc. (GNPX) (CIK 0001595248)
Date: Sept. 19, 2017 · CIK: 0001595248 · Accession: 0000000000-17-033258
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-219386
Letter
Mail Stop 4546 September 19, 2017 J. Rodney Varner Chief Executive Officer Genprex, Inc. 100 Congress Avenue, Suite 2000 Austin, TX 78701
Re: Genprex, Inc. Amendments No. 2 and No. 3 to Registration Statement on Form S -1 Filed September 8 , 2017 and September 15, 2017 File No. 333-219386
Dear Mr. Varner :
We have reviewed your amended registration statement and have the following comment. 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 comment applies to your facts and circumstan ces 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 the comment, we may have additional comments .
Genera l
1. We note the revised disclosure on your cover page that you are offering a minimum of 2,083,334 shares and a maximum of 5,625,000 shares. These amounts conflict with your disclosure throughout that you are offering a minimum of 2,500,000 shares and a maximum of 4,500,000 shares. We also note your statements that you do not intend to close this offering unless you raise minimum gross pr oceeds of $12,500,000, and that the disclo sure in your fee table and Escrow Deposit Agreement contemplate a maximum offering amount of $22,500,000. It appears that you are registering a minimum and maximum aggregate offering amount, rather than a minimum and maximum number of shares, which is not appropriate. Please revise your disclosure throughout the registration statement and your Subscription Agreement and Escrow Deposit Agreement , as necessary, to reflect a set minimum and maximum number of shares to be offered. Refer to Item 501(b)(2) of Regulation S -K and the definition of “amount” in Securities Act Rule 405 for g uidance.
J. Rodney Varner Genprex, Inc. September 19, 2017 Page 2
You may contact Frank Wyman at 202 -551-3660 or Lisa Vanjoske at 202 -551-3614 if you have questions regarding comments on the financial statements and related matters. Please contact Dorrie Yale at 202 -551-8776 or Erin Jaskot, Special Counsel, at 202-551-3442 with any other questions .
Sincerely,
/s/ Erin K. Jaskot, for
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Mail Stop 4546 September 19, 2017 J. Rodney Varner Chief Executive Officer Genprex, Inc. 100 Congress Avenue, Suite 2000 Austin, TX 78701 Re: Genprex, Inc. Amendments No. 2 and No. 3 to Registration Statement on Form S -1 Filed September 8 , 2017 and September 15, 2017 File No. 333-219386 Dear Mr. Varner : We have reviewed your amended registration statement and have the following comment. 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 comment applies to your facts and circumstan ces 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 the comment, we may have additional comments . Genera l 1. We note the revised disclosure on your cover page that you are offering a minimum of 2,083,334 shares and a maximum of 5,625,000 shares. These amounts conflict with your disclosure throughout that you are offering a minimum of 2,500,000 shares and a maximum of 4,500,000 shares. We also note your statements that you do not intend to close this offering unless you raise minimum gross pr oceeds of $12,500,000, and that the disclo sure in your fee table and Escrow Deposit Agreement contemplate a maximum offering amount of $22,500,000. It appears that you are registering a minimum and maximum aggregate offering amount, rather than a minimum and maximum number of shares, which is not appropriate. Please revise your disclosure throughout the registration statement and your Subscription Agreement and Escrow Deposit Agreement , as necessary, to reflect a set minimum and maximum number of shares to be offered. Refer to Item 501(b)(2) of Regulation S -K and the definition of “amount” in Securities Act Rule 405 for g uidance. J. Rodney Varner Genprex, Inc. September 19, 2017 Page 2 You may contact Frank Wyman at 202 -551-3660 or Lisa Vanjoske at 202 -551-3614 if you have questions regarding comments on the financial statements and related matters. Please contact Dorrie Yale at 202 -551-8776 or Erin Jaskot, Special Counsel, at 202-551-3442 with any other questions . Sincerely, /s/ Erin K. Jaskot, for Suzanne Hayes Assistant Director Office of Healthcare and Insurance cc: Christopher Ozburn — Streusand, Landon & Ozburn, LLP