SEC Company Response from Genprex, Inc. (GNPX) (CIK 0001595248) (GNPX) — Sep 22, 2017
Genprex, Inc. (GNPX) (CIK 0001595248)
Date: Sept. 22, 2017 · CIK: 0001595248 · Accession: 0001193125-17-291495
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-219386
Referenced dates: September 19, 2017
Letter
United States Securities and Exchange Commission Division of Corporation Finance 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 Ms. Hayes:
Enclosed on behalf of our client, Genprex, Inc. (the “Company”), is Amendment No. 4 to Registration Statement on Form S-1 (“Amendment No. 4”). Amendment No. 4 updates the Company’s Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission (the “Commission”) on July 21, 2017 (the “Registration Statement”), as amended by Amendment No. 1 filed with the Commission on August 18, 2017, by Amendment No. 2 filed with the Commission on September 8, 2017 and Amendment No. 3 filed with the Commission on September 15, 2017 (“Amendment No. 3”). The copy of Amendment No. 4 that is enclosed with the paper copy of this letter is marked to show changes from Amendment No. 3.
Amendment No. 4 is being submitted in response to a comment received from the staff of the Commission (the “Staff”) by letter dated September 19, 2017 with respect to the Registration Statement (the “Comment Letter”) as well as to update the disclosure generally. The numbering of the paragraph below corresponds to the numbering in the Comment Letter, the text of which we have incorporated into this response letter for convenience. Except where otherwise indicated, page references in the text of the responses below correspond to the page numbers of the Registration Statement.
United States Securities and Exchange Commission
September 22, 2017
Page
Staff Comments and Company Responses
General
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 proceeds of $12,500,000, and that the disclosure in your fee table and Escrow Deposition 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 guidance.
Response: In response to the Commission’s comment, the Company has revised the front and back cover pages of the preliminary prospectus included contained in Amendment No. 4, as well as pages 9, 47, 50, 54, 56 and 58 to reflect the change of the estimated initial public offering price from a range to a fixed price and to reflect the corresponding change of the minimum and maximum number of shares to be offered. The Company has made corresponding revisions to Exhibit 5.1 (Opinion of Streusand, Landon & Ozburn LLP), Exhibit 10.11 (Form of Amended and Restated Escrow Deposit Agreement) and Exhibit 10.19 (Form of Subscription Agreement).
The Company respectfully requests the Staff’s assistance in completing the review of Amendment No. 4 as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding the Amendment or this response letter to me at (512) 236-9908.
Sincerely,
STREUSAND, LANDON & OZBURN, LLP
Show Raw Text
CORRESP 1 filename1.htm Correspondence 811 Barton Springs Road Suite 811 Austin, Texas 78704 (512) 236-9908 (512) 236-9904 (fax) ozburn@slollp.com September 22, 2017 United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4546 100 F Street, N.E. Washington, D.C. 20549 Attn: Suzanne Hayes 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 Ms. Hayes: Enclosed on behalf of our client, Genprex, Inc. (the “Company”), is Amendment No. 4 to Registration Statement on Form S-1 (“Amendment No. 4”). Amendment No. 4 updates the Company’s Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission (the “Commission”) on July 21, 2017 (the “Registration Statement”), as amended by Amendment No. 1 filed with the Commission on August 18, 2017, by Amendment No. 2 filed with the Commission on September 8, 2017 and Amendment No. 3 filed with the Commission on September 15, 2017 (“Amendment No. 3”). The copy of Amendment No. 4 that is enclosed with the paper copy of this letter is marked to show changes from Amendment No. 3. Amendment No. 4 is being submitted in response to a comment received from the staff of the Commission (the “Staff”) by letter dated September 19, 2017 with respect to the Registration Statement (the “Comment Letter”) as well as to update the disclosure generally. The numbering of the paragraph below corresponds to the numbering in the Comment Letter, the text of which we have incorporated into this response letter for convenience. Except where otherwise indicated, page references in the text of the responses below correspond to the page numbers of the Registration Statement. United States Securities and Exchange Commission September 22, 2017 Page 2 Staff Comments and Company Responses General 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 proceeds of $12,500,000, and that the disclosure in your fee table and Escrow Deposition 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 guidance. Response: In response to the Commission’s comment, the Company has revised the front and back cover pages of the preliminary prospectus included contained in Amendment No. 4, as well as pages 9, 47, 50, 54, 56 and 58 to reflect the change of the estimated initial public offering price from a range to a fixed price and to reflect the corresponding change of the minimum and maximum number of shares to be offered. The Company has made corresponding revisions to Exhibit 5.1 (Opinion of Streusand, Landon & Ozburn LLP), Exhibit 10.11 (Form of Amended and Restated Escrow Deposit Agreement) and Exhibit 10.19 (Form of Subscription Agreement). The Company respectfully requests the Staff’s assistance in completing the review of Amendment No. 4 as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding the Amendment or this response letter to me at (512) 236-9908. Sincerely, STREUSAND, LANDON & OZBURN, LLP /s/ Christopher J. Ozburn Christopher J. Ozburn cc: J. Rodney Varner, Genprex, Inc. Philip Magri, Magri Law LLC