M&A - PSYCHEMEDICS CORP
Form Type: CORRESP
Filing Date: 2024-10-16
Corporate Action: Merger
Type: Update
Accession Number: 000117184324005650
Filing Summary: Psychemedics Corporation submitted a letter to the SEC addressing comments from the SEC staff regarding the previously filed Amendment No. 1 to Schedule 13E-3 and Amendment No. 1 to Preliminary Proxy Statement, both filed on October 4, 2024. The letter responds to specific comments and outlines revisions made in Amendment No. 2 to these documents. Key changes include updates to the form of proxy, acknowledgment of dilutive effects from an increase in ownership stakes, and clarifications about the governance implications for other stockholders. The document emphasizes that Mr. Kamin’s stake will increase significantly and discusses the dilution impact this may have on continuing stockholders. The letter encapsulates the company's commitment to adequately addressing SEC concerns and providing clarity on the transaction's effects.
Document Link: View Document
Additional details:
Comment Number: 1
Response: The Company revised the form of proxy to mark it as preliminary.
Comment Number: 2
Response: Disclosure was added to address the dilutive effect on Continuing Stockholders due to Mr. Kamin’s ownership increase from 11.4% to 35.1%.
Comment Number: 3
Response: The Company maintains that all material information regarding Mr. Kamin's plans is disclosed but acknowledges the need for further communication if necessary.
Comment Number: 4
Response: Disclosure regarding the transaction recommendations was added on page 36 and page 34 of the Amendment No. 2.
Comment Number: 5
Response: An explanatory statement regarding the Forward and Reverse Stock Split ratios was added on page 97.
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