SEC Comment Letter for SCWorx Corp. (WORX) (CIK 0001674227) (WORX) — Nov 20, 2017
SCWorx Corp. (WORX) (CIK 0001674227)
Date: Nov. 20, 2017 · CIK: 0001674227 · Accession: 0000000000-17-040951
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-221295
Letter
Mail Stop 3561 November 20, 2017 Paul K. Danner, III Chief Executive Officer Alliance MMA, Inc. 590 Madison Avenue, 21st Floor New York, NY 10022
Re: Alliance MMA, Inc. Registration Statement on Form S-3 Filed November 2, 2017 File No. 333-221295
Dear Mr. Danner:
We have limited our review of your registration statement to those issues we have addressed in our 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 and providing the requested information . If you do not believe our com ments apply to your facts and circumstances 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 these comments, w e may have additional comments.
General
1. Please revise the base prospectus to provide a full description of the warrants, rights and units. Refer to Item 9 of Form S -3 and Item 202 of Regulation S -K.
Prospectus Cover Page
2. Please provide your analysis as to how you satisfy the transaction requirements for use of Form S -3 for this primary offering of common stock, preferred stock, warrants, rights and units. To the extent that you are relying on Instruction I.B.6 to Form S -3, please include the informat ion called for by Instruction 7 to Instruction I.B.6 on the prospectus cover page .
Paul K. Danner, III Alliance MMA, Inc. November 20, 2017 Page 2
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.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Julie Griffith at 202-551-3267 or me at 202-551-3469 with any questions.
Sincerely,
/s/ Justin Dobbie
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Mail Stop 3561 November 20, 2017 Paul K. Danner, III Chief Executive Officer Alliance MMA, Inc. 590 Madison Avenue, 21st Floor New York, NY 10022 Re: Alliance MMA, Inc. Registration Statement on Form S-3 Filed November 2, 2017 File No. 333-221295 Dear Mr. Danner: We have limited our review of your registration statement to those issues we have addressed in our 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 and providing the requested information . If you do not believe our com ments apply to your facts and circumstances 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 these comments, w e may have additional comments. General 1. Please revise the base prospectus to provide a full description of the warrants, rights and units. Refer to Item 9 of Form S -3 and Item 202 of Regulation S -K. Prospectus Cover Page 2. Please provide your analysis as to how you satisfy the transaction requirements for use of Form S -3 for this primary offering of common stock, preferred stock, warrants, rights and units. To the extent that you are relying on Instruction I.B.6 to Form S -3, please include the informat ion called for by Instruction 7 to Instruction I.B.6 on the prospectus cover page . Paul K. Danner, III Alliance MMA, Inc. November 20, 2017 Page 2 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. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Julie Griffith at 202-551-3267 or me at 202-551-3469 with any questions. Sincerely, /s/ Justin Dobbie Justin Dobbie Legal Branch Chief Office of Transportation and Leisure