SEC Comment Letter for Theriva Biologics, Inc. (TOVX) (CIK 0000894158) (TOVX) — Oct 14, 2015
Theriva Biologics, Inc. (TOVX) (CIK 0000894158)
Date: Oct. 14, 2015 · CIK: 0000894158 · Accession: 0000000000-15-049574
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-207327
Letter
October 13, 2015 Via E -mail Jeffrey Riley Chief Executive Officer and President Synthetic Biologics, Inc. 9605 Medical Center Drive, Suite 270 Rockville, Maryland 20850
Re: Synthetic Biologics, Inc. Registration Statement on Form S-3 Filed October 7, 2015 File No. 333-207327
Dear Mr. Riley :
This is to advise you that we have not reviewed and will not review your registration statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Jeffrey Riley Synthetic Biologics, Inc. October 13, 2015 Page 2
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3675 with any questions.
Sincerely,
/s/ Suzanne Hayes
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October 13, 2015 Via E -mail Jeffrey Riley Chief Executive Officer and President Synthetic Biologics, Inc. 9605 Medical Center Drive, Suite 270 Rockville, Maryland 20850 Re: Synthetic Biologics, Inc. Registration Statement on Form S-3 Filed October 7, 2015 File No. 333-207327 Dear Mr. Riley : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Jeffrey Riley Synthetic Biologics, Inc. October 13, 2015 Page 2 Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3675 with any questions. Sincerely, /s/ Suzanne Hayes Suzanne Hayes Assistant Director Office of Healthcare and Insurance cc: Leslie Marlow, Esq. Gracin & Marlow, LLP The Chrysler Building 405 Lexington Avenue, 26th Floor New York, New York 10174