0001078782-19-000513.txt : 20190712 0001078782-19-000513.hdr.sgml : 20190712 20190612165659 ACCESSION NUMBER: 0001078782-19-000513 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kyto Technology & Life Science, Inc. CENTRAL INDEX KEY: 0001164888 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 651086538 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 13050 PALOMA ROAD CITY: LOS ALTOS HILLS STATE: CA ZIP: 94022 BUSINESS PHONE: (408) 313 5830 MAIL ADDRESS: STREET 1: 13050 PALOMA ROAD CITY: LOS ALTOS HILLS STATE: CA ZIP: 94022 FORMER COMPANY: FORMER CONFORMED NAME: KYTO BIOPHARMA INC DATE OF NAME CHANGE: 20030912 FORMER COMPANY: FORMER CONFORMED NAME: B TWELVE INC DATE OF NAME CHANGE: 20020111 CORRESP 1 filename1.htm SEC Response Letter

 

June 12, 2019

 

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

 

 

Re:Responses to the Securities and Exchange Commission 

Staff Comments dated June 11, 2019, regarding

Kyto Technology & Life Science, Inc.

Revised Preliminary Proxy Statement on Schedule 14 A

Filed June 5, 2019

File No. 000-50390

 

Dear Sir/Madam:

 

This letter responds to the staff’s comments set forth in the June 11, 2019 letter regarding the above-referenced Preliminary Proxy Statement on Schedule 14A. For your convenience, the staff’s comments are included below and we have numbered our responses accordingly.

 

In some of the responses, we have agreed to change or supplement the disclosures in Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A filed on June 12, 2019 (“Amendment No.2”).  We are doing so in the spirit of cooperation with the staff of the Securities and Exchange Commission, and not because we believe our prior filing is materially deficient or inaccurate. Accordingly, any changes implemented in future filings should not be taken as an admission that prior disclosures were in any way deficient. We have also indicated in some responses that we believe no change in disclosure is appropriate, and have explained why.  

 

Our responses are as follows:

 

Revised Preliminary Proxy Statement on Schedule 14A

Proposal 7 – Exclusive Forum Proposal, page 27

 

Staff Comment No. 1.

 

Please expand this disclosure to highlight that an exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for such disputes and may discourage lawsuits with respect to such claims.

 

Kyto Technology & Life Science, Inc.’s Response:

 

In response to the Staff’s comment, the Company has revised the disclosure in Amendment No. 2 to indicate that the exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for such disputes and amy discourage lawsuits with respect to such claims.

 

* * * * *

Thank you for your review of the filing.  If you should have any questions regarding the response letter, please do not hesitate to contact Anthony Epps of Dorsey & Whitney LLP at (303) 352-1109.

 

Sincerely,

 

Kyto Technology & Life Science, Inc.

 

/s/ Simon Westbrook

 

Simon Westbrook

Chief Financial Officer

 

cc:Anthony Epps, Dorsey & Whitney LLP