Atossa Genetics Inc.
4105 E. Madison Ave., Suite 320
Seattle, WA 98112
April 16, 2013
| United States Securities and Exchange Commission | |
| Division of Corporation Finance | |
| Washington, D.C. 20549 | |
| Attn: | Amanda Ravitz, Assistant Director |
| Jay Mumford | |
| Daniel Morris | |
VIA Edgar
| Re: Atossa Genetics Inc. | |
| Registration Statement on Form S-1 | |
| Amendment No. 1 Filed February 6, 2013 | |
| File No. 333-186248 |
Ladies and Gentlemen,
This letter is in response to the letter from Ms. Amanda Ravitz dated February 21, 2013 regarding the above referenced Amendment No. 1 to the Registration Statement for Atossa Genetics Inc. Today we are filing with the Securities and Exchange Commission Amendment No. 2 to the Registration Statement to address the Staff’s comments set forth in the Staff’s February 21 comment letter, as summarized below.
Our Business, page 1
| 1. | On page 44, you state that to “fund [y]our operations for at least the next 12 months under [y]our current business plan [you] estimate that [you] would need between $4 million and $6 million of additional capital.” You also state that you “expect that the proceeds [you] received from [y]our initial public offering, together with [y]our existing resources as of the date of this prospectus, to be sufficient to fund [y]our planned operations for at least the next 6 months.” Please revise the fourth paragraph under Our Business on page 1 of the summary to include this information. |
A fifth paragraph under Our Business on page 1 of the summary has been added to include disclosure about anticipated funding requirements.
Risk Factors, page 12
| 2. | We note your second and third risk factors of the Risk Factors section beginning on page 12. Please add a new risk factor addressing your anticipated liquidity issues in the next 6 to 12 months. In this regard, we note your disclosure on page 44. |
We have added a new third risk factor addressing our anticipated liquidity issues. We have also included in Amendment No. 2 the Management Discussion and Analysis for the year ended December 31, 2012, including a “Funding Requirement” section which is consistent with the new risk factor.
Best regards,
/s/ Kyle Guse
Chief Financial Officer and General Counsel
| cc: | Dr. Steven C. Quay, M.D., Ph.D., Chief Executive Officer |
| Lisa Kahle, Esq., Ropes & Gray LLP |
