SEC Comment Letter for Quoin Pharmaceuticals, Ltd. (QNRX) (CIK 0001671502) (QNRX) — Jul 27, 2016
Quoin Pharmaceuticals, Ltd. (QNRX) (CIK 0001671502)
Date: July 27, 2016 · CIK: 0001671502 · Accession: 0000000000-16-085985
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-212432
Referenced dates: July 12, 2016
Letter
Mail Stop 4546 July 27, 2016 Dr. Shai Yarkoni Chief Executive Officer Cellect Bio technology Ltd. 23 Hata’as Street Kfar Saba, Israel 44425
Re: Cellect Bio technology Ltd. Amendme nt Nos. 1, 2 and 3 to Registration Statement on Form F -1 Filed July 22, 2016, July 25, 2016 and July 26, 2016 File No. 333-212432
Dear Dr. Yarkoni :
We have reviewed your amended registration statement and have the following comments. 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 again and providing the requested information . If you do not believe our comments apply to yo ur facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any further amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Amendment No. 1 filed July 22, 2016
Business Apotainer Selection Kit, page 66
1. We note your response to comment 1 from our letter dated July 12, 2016 and the revisions made in response to our comment. Additionally, we note that the BIRD Foundation’s website, the BIRD model calls for repayments of 5% of each dollar reported as sales revenue from sales of the product or subsequent products based on the technology developed in the project; 30% from extending licensing rights; or 50% of the revenue earned from the sale of the technology to a third party. Additionally, the website states that BIRD is entitled to repayme nts of up to 150% of the conditional grant. Please revise your disclosure to provide this additional information or tell us the basis of your belief that the Bird Foundation will revise its program with respect to your grant.
Dr. Shai Yarkoni Cellect Bio technology Ltd. July 27 , 2016 Page 2
Amendment No. 2 filed July 25, 2016 Dilution, page 43
2. Please provide us your computation of $3.90 pro forma net tangible book value per ADS, as adjusted to give effect to this offering.
Amendment No. 3 filed July 26, 2016 Exhibit 5.1
3. Please revi se your legal opinion to provide an opinion with respect to the warrants.
You may contact Keira Nakada at (202) 551 -3659 or Lisa Vanjoske at (202) 551 -3614 if you have questions regarding comments on the financial s tatements and related matters. Please contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3675 with any other questions.
Since rely,
/s/ Mary Beth Breslin for
Suzanne Hayes Assistant Director
cc: Oded Har -Even, Esq. Zysman, Aharoni, Gayer and Sullivan & Worcester LLP
Show Raw Text
Mail Stop 4546
July 27, 2016
Dr. Shai Yarkoni
Chief Executive Officer
Cellect Bio technology Ltd.
23 Hata’as Street
Kfar Saba, Israel 44425
Re: Cellect Bio technology Ltd.
Amendme nt Nos. 1, 2 and 3 to Registration Statement on Form F -1
Filed July 22, 2016, July 25, 2016 and July 26, 2016
File No. 333-212432
Dear Dr. Yarkoni :
We have reviewed your amended registration statement and have the following
comments. 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 again and providing
the requested information . If you do not believe our comments apply to yo ur facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any further amendment to your registration statement and the
information you provide in response to these comments, we may have additional comments.
Amendment No. 1 filed July 22, 2016
Business
Apotainer Selection Kit, page 66
1. We note your response to comment 1 from our letter dated July 12, 2016 and the
revisions made in response to our comment. Additionally, we note that the BIRD
Foundation’s website, the BIRD model calls for repayments of 5% of each dollar
reported as sales revenue from sales of the product or subsequent products based on the
technology developed in the project; 30% from extending licensing rights; or 50% of the
revenue earned from the sale of the technology to a third party. Additionally, the website
states that BIRD is entitled to repayme nts of up to 150% of the conditional grant. Please
revise your disclosure to provide this additional information or tell us the basis of your
belief that the Bird Foundation will revise its program with respect to your grant.
Dr. Shai Yarkoni
Cellect Bio technology Ltd.
July 27 , 2016
Page 2
Amendment No. 2 filed July 25, 2016
Dilution, page 43
2. Please provide us your computation of $3.90 pro forma net tangible book value per ADS,
as adjusted to give effect to this offering.
Amendment No. 3 filed July 26, 2016
Exhibit 5.1
3. Please revi se your legal opinion to provide an opinion with respect to the warrants.
You may contact Keira Nakada at (202) 551 -3659 or Lisa Vanjoske at (202) 551 -3614 if
you have questions regarding comments on the financial s tatements and related matters. Please
contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3675 with any other questions.
Since rely,
/s/ Mary Beth Breslin for
Suzanne Hayes
Assistant Director
cc: Oded Har -Even, Esq.
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP