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August 3, 2016

 

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Filing Desk

 

Re:Adamis Pharmaceuticals Corporation
Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

On behalf of Adamis Pharmaceuticals Corporation (the “Company”), we submit for filing under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3 covering the possible resale by certain selling stockholders of securities previously issued to the selling stockholders in private placement transactions, pursuant to Rule 415 of the Act, together with certain exhibits thereto. The Company’s common stock is listed on the Nasdaq Capital Market. As a result of the closing prices for the Common Stock as reported on the Nasdaq Capital Market for trading days in May and June 2016, the aggregate market value of the voting common stock held by non-affiliates of the Company exceeded $75 million on many trading days, and as a result the Company is not currently subject to the limitations on the use of the Form S-3 registration statement under General Instruction No. B.6 of Form S-3, if the Company was utilizing Form S-3 to register a primary offering of securities.

 

This filing is being effected by EDGAR. Please note that the Company has wired the filing fee to the account of the Securities and Exchange Commission.

 

Please call the undersigned at (916) 558-6110, with any questions or comments.

 

  WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN
Law Corporation
   
 

/s/ C. Kevin Kelso

  C. Kevin Kelso