Radient Pharmaceuticals Corporation fka RXPC

[Gold Seeker]

RADIENT PHARMACEUTICALS Corp (Filer) CIK: 0000838879 S-3 filing 333-172124

xxxxxx to cfletters Feb 22 2011

Dear Sirs:



Radient Pharmaceuticals has recently filed an abreviated registration form S3. Per SEC rules, they are not allowed to use an S3 because of previous defaults upon notes in the past year.



Quote from the Q3 2010 financial report:


Defaults on Senior Notes and Proposed Debt Exchanges


The Company did not pay the interest due on the Series 1 Senior Notes or the Series 2 Senior Notes (together “the Series 1 and 2 Notes”) due on December 1, 2009 or March 1, 2010. The Company did not have sufficient cash to satisfy these debts and carry on current operations. Consequently, under the terms of the Series 1 and 2 Notes, the interest rate increased from 12% to 18% per annum. The failure to pay interest as scheduled represented an event of default under the terms of the Notes and all senior debt was classified as current. However, none of the holders declared default, or declared the outstanding Series 1 and 2 Notes and other contractual obligations immediately due.


http://sec.gov/Archives/edgar/data/838879/000114420410062890/v203402_10q.htm


From the SEC form S3 eligibility:


5. Neither the registrant nor any of its consolidated or unconsolidated subsidiaries have, since the end of the last fiscal year for which certified financial statements of the registrant and its consolidated subsidiaries were included in a report filed pursuant to Section 13(a) or 15(d) of the Exchange Act: (a) failed to pay any dividend or sinking fund installment on preferred stock; or (b) defaulted (i) on any installment or installments on indebtedness for borrowed money, or (ii) on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of the registrant and its consolidated and unconsolidated subsidiaries, taken as a whole.



http://www.sec.gov/about/forms/forms-3.pdf

From the next 10k filing:

" On March 10, 2011, the Company received notice from the SEC that it did not meet the eligibility requirements for the S-3 filing to register the shares on such form and therefore must seek to register the shares on Form S-1."