K&L GATES LLP
Southeast Financial Center
Suite 3900
200 South Biscayne Boulevard
Miami, Florida 33131-2399
November 10, 2014
VIA EDGAR
Jeffrey P. Riedler
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Re: | Cellceutix Corporation Registration Statement on Form S-3 Filed October 30, 2014 File No. 333-199725 |
Dear Mr. Riedler:
On behalf of Cellceutix Corporation (the “Company”), we confirm receipt by the Company of the letter dated November 7, 2014 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing (the “Registration Statement”). The Company’s responses to the Staff’s comments are set forth below. For the convenience of the Staff, each comment is repeated verbatim with the Company’s response immediately following.
Exhibit 5.1 – Opinion of Burton Bartlett & Glogovac
COMMENT 1: | We direct your attention to the legal opinion of Burton, Bartlett & Glogovac, filed as Exhibit 5.1 to your registration statement. Regarding the debt securities, warrants, and units to be registered, please note that counsel must opine that each of these separate securities will be “binding obligations of the registrant.” Please revise the legal opinion accordingly. For further guidance, we direct you to Section II.B.1.e, II.B.1.f, and II.B.1.h of Staff Legal Bulletin No. 19. | |
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RESPONSE: | In response to the Commission’s comment above, Burton, Bartlett & Glogovac has revised its legal opinion filed as Exhibit 5.1 and the Company has refiled said Exhibit in Amendment No. 1 to the Registration Statement. |
We trust this response satisfactorily responds to your request. Should you require further information, please contact me, Matthew Ogurick, Esq. of K&L Gates, LLP, at (305) 539-3352.
Sincerely, | |||
By | /s/ Matthew Ogurick | ||
Name: Matthew Ogurick | |||
K&L Gates, LLP | |||
cc: Leo Ehrlich , Chief Executive Officer, Cellceutix Corporation |