CORRESP: A correspondence can be sent as a document with another submission type or can be sent as a separate submission.
Published on June 16, 2008
John
Reynolds
Assistant
Director
Office of
Emerging Growth Companies
United
States Securities and Exchange Commission
Mail Stop
3561
100 F
Street, North East
Washington,
DC 20549
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RE:
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NeoGenomics,
Inc.
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Form
SB-2, Amendment 2
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Filed
September 14, 2007
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File
No. 333-144401
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Dear Mr.
Reynolds:
At the
request of the U.S. Securities and Exchange Commission (the “Commission”), we are
providing this letter in response to certain comments made in the Commission’s
letter dated October 10, 2007 regarding Form SB-2, Amendment 2 filed by
NeoGenomics, Inc. (the “Company”) on
September 14, 2007 (the “Registration
Statement”). We are providing the following letter containing our
response.
Financial
Statements
General
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COMMENT
1:
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Please
revise your registration statement, as necessary, to address our comment
letter dated October 9, 2007, on your Form -10-KSB for the year ended
December 31, 2006.
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RESPONSE
1:
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We
have revised the Registration Statement in accordance with the
Commission’s comment above in the Company’s Amendment No. 4 to Form SB-2
on Form S-1/A as filed with the Commission on June 3, 2008 (“Amendment No.
4”).
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COMMENT
2:
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It
appears from review of section 2(c) of your registration rights agreement
filed as Exhibit 10.23 with the SB-2 on July 6, 2007 that you are required
to file a registration statement within 30 days and have it declared
effective within 120 days from the scheduled filing deadline or you are
required to pay liquidated damages to the holders in either cash or shares
of common stock. Please revise to provide the disclosures
required by paragraph (12) of FSPEITF
00-19-2.
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RESPONSE
2:
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In
Amendment No. 4 we have provided the disclosures required by paragraph
(12) of FSPEITF 00-19-2 in the section titled “Management’s Discussion and
Analysis or Plan of Operation” as well as Note D to the Financial
Statements, also included in Amendment No. 4, titled “Commitments and
Contingencies and Subsequent
Events”.
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Notes to Financial
Statements
Note H – Equity Financing
Transactions, F-19
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COMMENT
3:
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We
note the table herein has been modified from that presented in your
financial statements filed on Form 10-KSB. Specifically, you
added equity transactions subsequent to the April 2, 2007 audit report
date. Please revise your financial statements to clearly
indicate that this information is unaudited or advise your independent
accountants to re-date or dual date their audit report to include this
updated data.
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RESPONSE
3:
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Our
independent accountants have issued an audit report dated April 14, 2008,
as included in Amendment No. 4, which includes all of the data listed in
that certain table referenced by the Commission in Comment 3
above.
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Other
Regulatory
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COMMENT
4:
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Please
note the updating requirements for the financial statements as set forth
in Item 310(g) of Regulation S-B and provide a current dated consent of
the independent accountants in any
amendments.
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RESPONSE
4:
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We
have noted the updating requirements for the financial statements in
response to the Commission’s comment above. We have filed a current dated
consent of our independent accountants as Exhibit 23.1 to Amendment No.
4.
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We trust that this response
satisfactorily responds to your request. Should you require further information,
please contact Clayton E. Parker at 305.539.3306, John D. Owens III at
305.539.3328 or myself at 239.768.0600.
Thank you
very much for your consideration of this response.
Very
truly yours,
/s/ Robert P. Gasparini
Robert P.
Gasparini, President
NeoGenomics,
Inc.
cc: Clayton
E. Parker, Esq.
John D. Owens III,
Esq.