October 2, 2013
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Gabriel Eckstein
| Re: | DecisionPoint Systems, Inc. |
Registration Statement on Form S-1
Filed September 23, 2013
File No. 333-191317
Ladies and Gentlemen:
On behalf of DecisionPoint Systems, Inc. (the "Company"), please accept this letter as the Company’s response to the verbal comment of the reviewing Staff of the Securities and Exchange Commission in connection with the above-referenced filing as provided to undersigned counsel to the Company on September 30, 2013
1. Confirm the Company’s understanding that the Company may not rely on Rule 416 for registration of the additional shares of common stock that may become issuable pursuant to the full ratchet price adjustment provisions of Section 9(d)(ii) of the warrants, as expressed in Securities Act Rules Compliance and Disclosure Interpretations Section 213.02.
Response:
The company confirms its understanding that it may not rely upon Rule 416 for registration of the additional shares of common stock that may become issuable pursuant to the full ratchet price adjustment provisions of Section 9(d)(ii) of the warrants, as expressed in Securities Act Rules Compliance and Disclosure Interpretations Section 213.02..
| Very Truly Yours, | ||
| /s/ Jeff Cahlon | ||
61 Broadway New York, New York 10006 212-930-9700 212-930-9725 Fax
www.srff.com