INTELLICELL BIOSCIENCES, INC.
460 Park Avenue, 17th Floor, New York, New York, 10022
(212) 249-3050
Attention: Jeffrey P. Riedler, Assistant Director
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Mail Stop 3561
Washington, D.C. 20549
Tel: (202) 551-3715
RE: Intellicell Biosciences, Inc.
Preliminary Proxy Statement on Schedule 14C
Filed December 23, 2014
File No. 000-54729
Dear Mr. Riedler:
We are providing the Company’s responses to the U.S. Securities and Exchange Commission (the “Commission”) comment letter dated December 31, 2014 regarding the Company’s Preliminary Proxy Statement on Schedule 14C filed on December 23, 2014 (the “Current Report”). The Company’s responses to the Commission’s letter, provided below, are in identical numerical sequence. For the convenience of the Commission, each comment is repeated verbatim with the Company’s response immediately following.
COMMENT 1: | Please supplementally advise us that you will deliver and disclose in your proxy statement that you have delivered a copy of each document incorporated by reference along with this information statement. Please refer to Item 13(b)(2) of Schedule 14A. | |
RESPONSE: | In response to the Commission’s comment, we advise the Commission that we will deliver and shall disclose in our amended proxy statement (the “Revised Schedule 14C”) that we are delivering a copy of each document incorporated by reference along with the information statement. |
The Company proposes to revise the proxy statement to limit the documents incorporated by reference to the Company’s (a) amended Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and (b) Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2014. |
Set forth onExhibit A attached hereto are the Company’s proposed changes to the entire section entitled “Additional Information” in the Revised Schedule 14C. The section has been reproduced with a comparison showing text which we propose shall be omitted and added. All other sections in the proxy would remain unchanged. |
Jeffrey P. Riedler, Assistant Director
United States Securities and Exchange Commission
January 7, 2015
Page 2
COMMENT 2: | Please remove the paragraph on page 8 beginning with the sentence "[y]ou may request a copy of these filings, at no cost, by writing Intellicell Biosciences, Inc. at 460 Park Avenue, 17th Floor, New York, NY 10022 or telephoning the Company at (646) 576- 8700." | |
RESPONSE: | The Company will remove the referenced paragraph in the Commission’s comment above in the Revised Schedule 14C, as reflected inExhibit A attached hereto, in response to the Commission’s comment. |
The Company acknowledges that:
• | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
• | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; 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. |
We trust this response satisfactorily responds to your request. Should you require further information, please contact Matthew Ogurick, Esq. of K&L Gates LLP at (305) 539-3352.
Sincerely, | ||
/s/ Steven Victor | ||
Steven Victor | ||
Chief Executive Officer |
cc: Matthew Ogurick, Esq., K&L Gates LLP
2 |
Jeffrey P. Riedler, Assistant Director
United States Securities and Exchange Commission
January 7, 2015
Page 3
EXHIBIT A
ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and Form 10-Q, respectively, with the Securities and Exchange Commission (the “SEC”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
The following documents, as filed with the SEC by the Company, are incorporated herein by reference:
(1) | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 | |
(2) | The Company’s Quarterly
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We will mail copies of each of the above referenced documents, together with the Notice of Stockholder Action by Written Consent to the Stockholders on or about January 8, 2015.
You may request a copy of these filings, at no cost, by writing Intellicell Biosciences, Inc. at 460 Park Avenue, 17th Floor, New York, NY 10022 or telephoning the Company at (646) 576-8700. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.