facsimile | Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1901 (212) 818-8800 | direct dial number |
(212) 818-8881 | (212) 818-8638 | |
email address jgallant@graubard.com |
May 29, 2014
VIA FEDERAL EXPRESS AND EDGAR
Mark P. Shuman, Esq.
Branch Chief – Legal
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Kitara Media Corp. Registration Statement on Form S-1 Filed May 12, 2014 File No. 333-195894 |
Dear Mr. Shuman:
On behalf of Kitara Media Corp. (the “Company”), we respond as follows to the Staff’s comment letter, dated May 12, 2014, relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in Amendment No. 1 to the Registration Statement, a copy of which has been marked with the changes from the original filing of the Registration Statement. We are also delivering three (3) courtesy copies of such marked Amendment No. 1 to Jan Woo.
Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.
General
1. | Please revise to provide updated financial statements pursuant to Rule 8-08 of Regulation S-X as well as other related disclosure. |
We have revised the Registration Statement to provide updated financial statements and other related disclosure as requested.
Securities and Exchange Commission
Page 2
May 29, 2014
Prospectus Cover Page
2. | We note that you have filed a separate registration statement on Form S-1 (File No. 333- 195565). Disclose the total number of shares that are being concurrently offered by the selling stockholders of the company and the portion of that total offered by means of a separate prospectus. |
We have revised the cover page of the prospectus to disclose that an additional 68,137,989 shares of the Company’s common stock are being offered by those selling stockholders named in a separate prospectus included in Registration Statement on Form S-1 (File No. 333-195565) as requested.
Background of the Offering, page 2
3. | Please revise to discuss the material terms of the private placement on April 25, 2014. In this regard, we note that you do not discuss that the company received $6.6 million in proceeds, including the cancellation of a $1 million promissory note held by Ironbound Partners Fund, LLC, which is an affiliated party. Although this disclosure appears on page II-5 of the registration statement, it should also be included in the prospectus. |
We have revised the discussion of the private placement on April 25, 2014 as requested.
* * * * *
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Very truly yours, /s/ Jeffrey M. Gallant Jeffrey M. Gallant |
cc: Mr. Robert Regular