SEC Company Response from Moleculin Biotech, Inc. (MBRX) (CIK 0001659617) (MBRX) — Aug 11, 2017
Moleculin Biotech, Inc. (MBRX) (CIK 0001659617)
Date: Aug. 11, 2017 · CIK: 0001659617 · Accession: 0001144204-17-042502
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-219434
Letter
Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance Attention: Christine Westbrook, Esquire Re: Moleculin Biotech, Inc. Registration Statement on Form S-3 Filed July 24, 2017 File No. 333-219434
Dear Ms. Westbrook:
This letter is being submitted on behalf of Moleculin Biotech, Inc. (“MBI” or the “Company”) in response to the comment letter, dated July 31, 2017, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-3 filed on July 24, 2017 (the “Registration Statement”). The Company’s Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) has been filed with the Commission.
For your convenience, we have repeated the comment prior to the response in italics. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Cover Page
1. It appears that you are relying on General Instruction I.B.6 of Form S-3. If true, please revise your prospectus cover page to disclose the calculation of the aggregate market value of your outstanding voting and nonvoting common equity and the amount of all securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar month period that ends on, and includes, the date of the prospectus. Refer to Instruction 7 to General Instruction I.B.6. Otherwise, please provide us your analysis demonstrating your eligibility to use Form S-3.
Securities and Exchange Commission
August 11, 2017
Page 2
Response: The Company has revised the cover page of the prospectus included in the Amended Registration Statement to include the following:
“As of August 1, 2017, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $35,633,714, based on 20,261,904 shares of outstanding common stock, of which approximately 13,148,972 shares are held by non-affiliates, and a per share price of $2.71 based on the closing sales price of our common stock on August 1, 2017. As of the date hereof, we have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof.”
* * *
Should you have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.
Sincerely,
SCHIFF HARDIN LLP
Show Raw Text
CORRESP
1
filename1.htm
100
N. 18th Street
Suite 300
Philadelphia,
PA 19103
t
202.778.6400
f
202.778.6460
www.schiffhardin.com
Cavas S. Pavri
202.724.6847
cpavri@schiffhardin.com
August 11, 2017
By EDGAR Submission
Securities and Exchange Commission
Division of Corporation Finance
Office of Healthcare & Insurance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Christine Westbrook, Esquire
Re: Moleculin Biotech, Inc.
Registration Statement on Form
S-3
Filed July 24, 2017
File No. 333-219434
Dear Ms. Westbrook:
This letter is being
submitted on behalf of Moleculin Biotech, Inc. (“MBI” or the “Company”) in response to the comment letter,
dated July 31, 2017, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-3 filed on July
24, 2017 (the “Registration Statement”). The Company’s Amendment No. 1 to the Registration Statement (the “Amended
Registration Statement”) has been filed with the Commission.
For your convenience,
we have repeated the comment prior to the response in italics. We welcome any questions you may have about our comments or any
other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Cover Page
1. It appears that you are relying on General Instruction I.B.6 of Form S-3. If true, please
revise your prospectus cover page to disclose the calculation of the aggregate market value of your outstanding voting and nonvoting
common equity and the amount of all securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar month
period that ends on, and includes, the date of the prospectus. Refer to Instruction 7 to General Instruction I.B.6. Otherwise,
please provide us your analysis demonstrating your eligibility to use Form S-3.
Securities and Exchange Commission
August 11, 2017
Page 2
Response: The Company has revised
the cover page of the prospectus included in the Amended Registration Statement to include the following:
“As of August 1, 2017, the
aggregate market value of our outstanding common stock held by non-affiliates was approximately $35,633,714, based on
20,261,904 shares of outstanding common stock, of which approximately 13,148,972 shares are held by non-affiliates, and a per
share price of $2.71 based on the closing sales price of our common stock on August 1, 2017. As of the date hereof, we have
not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that
ends on and includes the date hereof.”
* * *
Should you have any
questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.
Sincerely,
SCHIFF HARDIN LLP
/s/ Cavas Pavri
By: Cavas Pavri
Enclosures
cc: Jonathan Foster, Chief Financial Officer