SEC Comment Letter for Moleculin Biotech, Inc. (MBRX) (CIK 0001659617) (MBRX) — Dec 19, 2016
Moleculin Biotech, Inc. (MBRX) (CIK 0001659617)
Date: Dec. 19, 2016 · CIK: 0001659617 · Accession: 0000000000-16-105482
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File numbers found in text: 333-214898
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Mail Stop 4546 December 19 , 2016 Walter V. Klemp Director and Chief Executive Officer Moleculin Biotech, Inc. 2575 West Bellfort, Suite 333 Houston, TX 77054 Re: Moleculin Biotech, Inc. Registration Statement on Form S -1 Filed December 2 , 2016 File No. 333-214898 Dear Mr . Klemp: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comment , 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 circumstances or do not believe an amendment is appropriate, please tell us why in y our response. After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. Cover Page 1. Although Rule 430A of the Securities Act of 1933 permits registrants to omit certain pricing - related information from a registration statement that is declared effective, your filing must include the amount of securities to be offered in a pre -effective amendment. Accordingly, please confirm that you will revise your discl osure to specify: (i) the number of units to be offered; (ii) the number of shares of common stock per each unit; and (iii) the number of warrants per each unit. 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. Walter V. Klemp Moleculin Biotech, Inc. December 19 , 2016 Page 2 Refer to Rules 460 and 461 regarding requests for accele ration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Josh Samples at (202) 551 -3199 or Joseph McCann at (202) 551 -6262 with any questions. Sincerely, /s/ Joseph McCann for Suzanne Hayes Assistant Director Office of Healthcare and Insurance cc: Cavas S. Pavri Schiff Hardin LLP