SEC Comment Letter 0000000000-23-007306 to Pelthos Therapeutics Inc. (PTHS)
Pelthos Therapeutics Inc.
Date: July 10, 2023 · CIK: 0001919246 · Accession: 0000000000-23-007306
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269188
Letter
United States securities and exchange commission logo July 10, 2023 Christian Kopfli, Esq. Chief Executive Officer Chromocell Therapeutics Corporation 675 US Highway Route 1 South North Brunswick, NJ 08906 Re:Chromocell Therapeutics Corporation Amendment No. 3 to Registration Statement on Form S-1 Filed June 30, 2023 File No. 333-269188 Dear Christian Kopfli: We have reviewed your amended registration statement and have the following 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 your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 19, 2023 letter. Amendment No. 3 to Registration Statement on Form S-1 filed June 30, 2023 Recent Developments, page 1 1.We note the liquidation preference on your Series B preferred stock. Please include a summary risk factor disclosure, and a full risk factor, addressing the material risks to your common stockholders associated with the liquidation preference on the preferred stock, including that the liquidation preference could have the effect of preventing your common stockholders from receiving any proceeds in the event your company is liquidated. In addition, please revise your risk factors and similar statements throughout your filing to acknowledge that your Series B preferred stock is entitled to an 10% annual dividend.
FirstName LastNameChristian Kopfli, Esq. Comapany NameChromocell Therapeutics Corporation July 10, 2023 Page 2 FirstName LastName Christian Kopfli, Esq. Chromocell Therapeutics Corporation July 10, 2023 Page 2 You may contact Kristin Lochhead at 202-551-3664 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: David Danovitch, Esq.
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United States securities and exchange commission logo
July 10, 2023
Christian Kopfli, Esq.
Chief Executive Officer
Chromocell Therapeutics Corporation
675 US Highway Route 1 South
North Brunswick, NJ 08906
Re:Chromocell Therapeutics Corporation
Amendment No. 3 to Registration Statement on Form S-1
Filed June 30, 2023
File No. 333-269188
Dear Christian Kopfli:
We have reviewed your amended registration statement and have the following
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 your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our May 19, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed June 30, 2023
Recent Developments, page 1
1.We note the liquidation preference on your Series B preferred stock. Please include a
summary risk factor disclosure, and a full risk factor, addressing the material risks to your
common stockholders associated with the liquidation preference on the preferred stock,
including that the liquidation preference could have the effect of preventing your common
stockholders from receiving any proceeds in the event your company is liquidated. In
addition, please revise your risk factors and similar statements throughout your filing to
acknowledge that your Series B preferred stock is entitled to an 10% annual dividend.
FirstName LastNameChristian Kopfli, Esq.
Comapany NameChromocell Therapeutics Corporation
July 10, 2023 Page 2
FirstName LastName
Christian Kopfli, Esq.
Chromocell Therapeutics Corporation
July 10, 2023
Page 2
You may contact Kristin Lochhead at 202-551-3664 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: David Danovitch, Esq.