May 5, 2005
Mail Stop 0409
Michael I. Ruxin, M.D.
Chairman of the Board and Chief Executive Officer
Global Med Technologies, Inc.
12600 West Colfax, Suite C-420
Lakewood, CO 80215
Re: Amendment No. 1 to Registration Statement on Form S-1
Filed April 27, 2005
Registration No. 333-123378
Dear Dr. Ruxin:
We have limited our review of your registration statement to
the
terms of the financing you entered into with Fusion Capital.
Where
indicated, we think you should revise your document in response to
these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
The Fusion Capital Transaction
1. We refer to the table found on page 48 that provides examples
of
the number of additional commitment shares that would be issued
under
various pricing and volume scenarios. Please add a column that
illustrates the effective price per share paid by Fusion Capital
for
all of the shares issued, including the additional commitment
shares.
For example, we note that when you calculate the price per share
after including the additional commitment shares in the last row,
the
effective price per share drops from $2.50 to $2.17.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Critical Accounting Policies, page 27
2. We have reviewed your revisions in response to Comment No. 2
from
our previous comment letter. Please expand your discussion of how
you intend to account for the additional commitment shares. We
note
your statement that the shares will be accounted for in the
company`s
balance sheet, but it`s not clear whether they will be treated as
offering costs or as costs of financing. Please revise to clarify
your accounting treatment and what accounts will be impacted by
the
transaction.
Management
Involvement in Certain Legal Proceedings, page 39
3. We refer to your belief that the "lower court ruling in this
case
is substantively and procedurally in error ..." This statement is
a
legal conclusion that the company is not qualified to make. If
the
statement is based on a conclusion drawn from counsel, please
state
this, identify counsel and have counsel file a consent to the
registration statement. Alternatively, please remove this
statement.
* * * *
As appropriate, please amend your registration statement
in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
Notwithstanding our comments, when the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Owen Pinkerton, Attorney-Advisor, at (202)
551-
3694 or me at (202) 551-3780 with any other questions.
Sincerely,
Elaine Wolff
Branch Chief
cc: Clayton E. Parker, Esq. (via facsimile)
Ronald S. Haligman, Esq.
Kirkpatrick & Lockhart LLP
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Global Med Technologies, Inc.
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