Joel I. Papernik | 212 692 6774 | jipapernik@mintz.com |
Chrysler Center 666 Third Avenue New York, NY 10017 212-935-3000 212-983-3115 fax www.mintz.com |
Re: | Cyclacel Pharmaceuticals, Inc. Post-Effective Amendment No. 1 to Registration Statement on Form S-1 on Form S-3 Filed May 16, 2011 File No. 333-170421 |
1. | We note that your incorporation by reference language on page 46 states that
the company will incorporate by reference all documents filed pursuant to the Exchange
Act prior to the termination of the offering. This language does not allow for the
registration statement to forward incorporate by reference any relevant Exchange Act
documents filed by the company prior to effectiveness of the registration statement.
Accordingly, please revise this section to either incorporate by reference all relevant
Exchange Act documents filed subsequent to the filing of the initial registration
statement, including the Form 10-Q filed by the company on May 16, 2011, or change the
current language such that the registration statement also forward incorporates all
filings made pursuant to the Exchange
Act after the date of the initial registration statement, and prior to effectiveness
of the registration statement. |
Response: | In response to the Staffs comment, the Company has revised the
incorporation by reference language on page 46 of the Amendment and incorporated by
reference the Form 10-Q filed by the Company on May 16, 2011. |
| the Company is responsible for the adequacy and accuracy of the disclosure in its
filings; |
| Staff comments or changes to disclosure to Staff comments do not foreclose the
Commission from taking any action with respect to the filings; and |
| The Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States. |
Very truly yours, |
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/s/ Joel I. Papernik | ||||
Joel I. Papernik | ||||
cc: | Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director) |
Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer;
Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President,
Finance) |