MacroChem Corporation
80 Broad Street, 22nd Floor
New York, New York 10004
May 22, 2008
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: |
| MacroChem Corporation |
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| Preliminary Proxy Statement on Schedule 14A |
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| Filed May 15, 2008 |
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| File No. 0-13634 |
Dear Ladies and Gentlemen:
Reference is made to the above-referenced filing of MacroChem Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2008. This letter is in response to the SEC’s staff (the “Staff”) comment letter to the Company dated May 22, 2008.
As discussed briefly with Song P. Brandon, Esq. of the Staff, in connection with the Company’s proposed reverse stock split, the Company’s board of directors has no current intention to use any newly available common shares in an equity financing to raise capital.
We note that presently (prior to the proposed stock split), the Company has over 30 million common shares which are authorized and unreserved without regard to the proposed reverse stock split and therefore, prospectively, even if the board of directors develops a plan to raise capital with an equity financing such transaction would almost certainly be available solely from the authorized shares that are available currently; without regard to or need for newly authorized and available shares due to effecting the proposed reverse stock split.
Accordingly, we have revised the Company’s disclosure to reflect the foregoing by deleting the phrase “or in connection with equity financing activities” from the last full sentence of the fifth paragraph on page 15 of the above referenced filing, which will be incorporated into the Company’s definitive proxy statement on Schedule 14A as directed by the Staff.
Further and in accordance with the Staff’s request, the Company hereby provides the following written statements and acknowledgements:
| 1. |
| The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
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| 2. |
| The Staff comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing; and |
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| 3. |
| 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. |
Please contact me at (212) 514-8094 with any questions or comments. We thank you for your attention to this matter.
Sincerely, |
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/s/ David P. Luci |
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David P. Luci |
President & Chief Business Officer |
Cc: |
| Mr. Jeffrey Riedler, Assistant Director |
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| John A. Jadhon, Esq. (Hiscock & Barclay) |
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| Mr. Robert DeLuccia (MacroChem) |
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