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1.
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Please update your financial statements and related disclosure pursuant to Rule 8-08 of Regulation S-X.
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Answer:
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We have updated our financial statements and related disclosure in this Amendment No. 2. |
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2.
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Please revise this risk factor subheading to disclose your currently available cash resources and the minimum period of time that you will be able to conduct your planned operations.
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Answer:
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We have revised this risk factor to disclose our currently available cash resources and the minimum period of time that we will be able to conduct our planned operations.
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3.
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You state in the third paragraph that you “will be subject to increased disclosure requirements” as a smaller reporting company when and if you cease to be an emerging growth company. Please advise why you believe that you will be subject to increased disclosure requirements as a smaller reporting company and, if appropriate, expand your disclosure outlining those requirements. In addition, consider revising your disclosure to address your status as a smaller reporting company in a separate risk factor.
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Answer:
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We have revised this risk factor on page 7 that as a smaller reporting company, we benefit from similar exemptions and exclusions as an emerging growth company.
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4.
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In your response to prior comment 22, you indicate that you revised your disclosures on page 18 to be consistent with your disclosures on page 12. However, we note that these disclosures continue to differ. Please explain the inconsistencies or revise your disclosures accordingly. At a minimum, we note that your plan of operation discussion on page 19 is based on gross offering proceeds while your use of proceeds discussion assumes net proceeds. Please explain why you believe allocation of proceeds on a gross basis is appropriate, or revise accordingly.
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Answer:
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We have revised our disclosure under plan of operations on page 18 and 19 so that the discussion is based on the net proceeds throughout the S-1.
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5.
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The revised legal opinion in exhibit 5.1 continues to refer in the third paragraph to shares to be sold by selling shareholders. Please file a revised opinion that does not refer to selling shareholders and that opines on shares issued by a corporation, in accordance with our prior comment 30.
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Answer:
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We have obtained and filed a revised legal opinion addressing the comments as referenced above. |
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should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
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the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
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the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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