SEC Comment Letter for Oruka Therapeutics, Inc. (ORKA) (CIK 0000907654) (ORKA) — Apr 14, 2014
Oruka Therapeutics, Inc. (ORKA) (CIK 0000907654)
Date: April 14, 2014 · CIK: 0000907654 · Accession: 0000000000-14-018801
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-195054
Letter
April 14, 2014 Via E -mail Dr. Michael Bristow President and Chief Executive Officer ARCA biopharma, Inc. 11080 CirclePoint Road, Suite 140 Westminster, Colorado 80020
Re: ARCA biopharma, Inc. Registration Statement on Form S-3 Filed April 4, 2014 File No. 333-195054
Dear Dr. Bristow :
We have limited our review of your regist ration statement to the issue we hav e addressed in our comment .
Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After revi ewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments.
1. We are currently processing your pending request for confidential treatment. Please be advised that we will not be in a position to declare this registration statement effective until we resolve all issues concerning the confidential treatment request.
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.
Dr. Michael Bristow ARCA biopharma, Inc. April 14, 2014 Page 2
Notwithstanding our comment , in the event you request accel eration of the effective date of the pending registration 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 n ot foreclose the Commission from taking any action with 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 the 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.
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 securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Christina De Rosa at (202) 551 -3577 or me at (202) 551 -3715 with any other questions.
Sincerely,
/s/ Daniel Greenspan for
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April 14, 2014 Via E -mail Dr. Michael Bristow President and Chief Executive Officer ARCA biopharma, Inc. 11080 CirclePoint Road, Suite 140 Westminster, Colorado 80020 Re: ARCA biopharma, Inc. Registration Statement on Form S-3 Filed April 4, 2014 File No. 333-195054 Dear Dr. Bristow : We have limited our review of your regist ration statement to the issue we hav e addressed in our comment . Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After revi ewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. 1. We are currently processing your pending request for confidential treatment. Please be advised that we will not be in a position to declare this registration statement effective until we resolve all issues concerning the confidential treatment request. 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. Dr. Michael Bristow ARCA biopharma, Inc. April 14, 2014 Page 2 Notwithstanding our comment , in the event you request accel eration of the effective date of the pending registration 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 n ot foreclose the Commission from taking any action with 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 the 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. 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 securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Christina De Rosa at (202) 551 -3577 or me at (202) 551 -3715 with any other questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -mail Brent D. Fassett Cooley LLP 380 Interlocken Crescent, Suite 900 Broomfield, CO 80021