January 30, 2008
Via Fax (202) 772-9218 and EDGAR
Ms. Kate Tillan
Assistant Chief Accountant
Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549-0213
Re: Inovio Biomedical Corporation
Form 10-K for the fiscal year ended December 31, 2006
Filed March 16, 2007
Form 10-Q for the Quarterly Period ended September 30, 2007
Filed November 8, 2007
File No. 001-14888
Dear Ms. Tillan:
This is in response to your request for additional information in relation to the letter submitted by Inovio Biomedical Corporation (“Inovio” or the “Company”) on January 14, 2008, responding to comments from the SEC Staff dated November 29, 2007. The additional information requests, as we understand them based on the voicemail you left for our counsel, Shoshannah Katz of K&L Gates on January 25, 2008, and your subsequent telephone conversation with Ms. Katz later the same day, are set forth below, each followed by our supplemental response.
Supplemental Request: Exhibit B provided in response to Comment 4 provides a materiality analysis for 2006 and for the nine months ended September 30, 2007. Please provide a quarterly analysis for each of the three quarters in 2007.
Response: In response to your comment, the Company’s analysis of the impact of the recharacterization of $3,675,874 from Additional paid-in-capital to a Long-term liability as of the date of issuance of the warrants and the subsequent impact of the revaluation of the Long-term liability on the Company’s consolidated Statements of Operations for the first three quarters of 2007 is attached hereto as Exhibit A.
Supplemental Request: Please provide clarification regarding what the Company intends when it says that in lieu of revisions to its historical filings the Company “would instead propose a revision to its future filings.”
Response: In response to your comment, if the SEC Staff determines that current classification of the registered warrants is inappropriate and if recharacterization is deemed required, the Company proposes reflecting the impact of this adjustment in its consolidated financial statements for the year ended December 31, 2007 to be included in its Annual Report on Form 10-K. Subsequent filings with the SEC would reflect the characterization of the warrants pursuant to the SEC’s position.
* * *
In accordance with your comment letter, the following acknowledges that Inovio understands that:
· The Company is responsible for the adequacy and accuracy of the disclosure in the filings;
· Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff 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.
If you have any further comments or questions, please do not hesitate to contact the undersigned.
| Sincerely, | |
|
| |
| /s/ Peter Kies |
|
| Peter Kies, Chief Financial Officer | |
| Inovio Biomedical Corporation | |
2
Exhibit A
Inovio Biomedical Corporation
October 2006 Warrant Reclassification
Warrants Shares |
| Black Scholes Value |
| Total Reclass |
| ||
1,425,919 |
| $ | 2.58 |
| $ | 3,675,874 |
|
Original value of October 2006 warrants: |
|
|
|
| ||
|
|
| �� |
| ||
$ | 3,675,874 |
|
|
|
| |
Value of October 2006 warrants as of 12/31/06: |
|
|
|
| ||
|
|
|
|
| ||
$ | 3,540,692 |
|
|
|
| |
Decrease in valuations as of 12/31/06: |
|
|
|
| ||
|
|
|
|
| ||
$ | 135,182 |
|
|
|
| |
Value of October 2006 warrants as of 3/31/07: |
|
|
|
| ||
|
|
|
|
| ||
$ | 3,211,173 |
|
|
|
| |
Decrease in valuations from 12/31/06 to 3/31/07: |
|
|
|
| ||
|
|
|
|
| ||
$ | 329,519 |
|
|
|
| |
Value of October 2006 warrants as of 6/30/07: |
|
|
|
| ||
|
|
|
|
| ||
$ | 2,484,338 |
|
|
|
| |
Decrease in valuations from 3/31/07 to 6/30/07: |
|
|
|
| ||
|
|
|
|
| ||
$ | 726,835 |
|
|
|
| |
Value of October 2006 warrants as of 9/30/07: |
|
|
|
| ||
|
|
|
|
| ||
$ | 965,965 |
|
|
|
| |
Decrease in valuations from 6/30/07 to 9/30/07: |
|
|
|
| ||
|
|
|
|
| ||
$ | 1,518,373 |
|
|
|
| |
2006 Adjusting Entry on December 31, 2006: |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
| ||||
Additional paid-in capital |
|
| $ | 3,675,874 |
|
|
| ||||
|
| Interest expense |
|
| $ | 135,182 |
| ||||
|
| Common stock warrants |
|
| $ | 3,540,692 |
| ||||
|
|
|
|
|
|
| |||||
Cumulative Q3 2007 Adjusting Entry: |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
| ||||
|
| Interest Expense |
|
| $ | 2,574,727 |
| ||||
Common Stock warrants |
|
| $ | 2,574,727 |
|
|
| ||||
|
|
|
|
|
|
| |||||
Impact of Adjustments on Each Quarter in 2007: |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
| |||||
Q1 2007 Adjusting Entry: |
|
|
|
|
|
| |||||
|
| Interest Expense |
|
| $ | 329,519 |
| ||||
Common Stock warrants |
|
| $ | 329,519 |
|
|
| ||||
|
|
|
|
|
|
| |||||
Q2 2007 Adjusting Entry: |
|
|
|
|
|
| |||||
|
| Interest Expense |
|
| $ | 726,835 |
| ||||
Common Stock warrants |
|
| $ | 726,835 |
|
|
| ||||
|
|
|
|
|
|
| |||||
Q3 2007 Adjusting Entry: |
|
|
|
|
|
| |||||
|
| Interest Expense |
|
| $ | 1,518,373 |
| ||||
Common Stock warrants |
|
| $ | 1,518,373 |
|
|
| ||||
