Re: | Cumberland Pharmaceuticals Inc. |
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Registration Statement on Form S-1, Amendment 4 |
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Filed July 23, 2007 |
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File No. 333- 142535 |
1. | We received the revised confidential treatment application in response to comment 1. However, it requests confidential treatment only through July 18, 2007. Since that date is now passed, please submit unredacted versions of the letters on EDGAR. |
Response: | In compliance with this comment, the Company has filed today
unredacted copies of our letters to the Commission Staff dated June 22, 2007
and June 29, 2007. |
2. | You quantify total consideration from existing shareholders as $12,223,208 which appears to be inconsistent with the amounts for preferred and common stock in your condensed consolidated balance sheet at March 31, 2007. Please revise the introductory paragraph to the table on page 28 to clarify how the total consideration from existing shareholders is calculated. |
Response: | The Company has complied with this comment by amending the table
on page 28 to reflect the actual aggregate receipts by the Company for shares
sold to existing shareholders (as reported on the Companys March 31, 2007
balance sheet). |
3. | Since you have revised the disclosure related to your valuation analysis at December 2006 that Morgan Joseph & Co. Inc. assisted management in its preparing the valuation analysis for board review, please file a currently dated consent from Morgan Joseph & Co. Inc. |
Response: The Company has complied with this comment by filing with Amendment No. 5 a currently dated consent of Morgan Joseph & Co. Inc. |
cc: | Greg Belliston, Esq., United States Securities and Exchange Commission |
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Mr. A.J. Kazimi, Cumberland Pharmaceuticals Inc. |
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Donald J. Murray, Esq., Dewey Ballantine LLP, Counsel to the underwriters |
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Virginia Boulet, Esq., Adams and Reese LLP |