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SEC Comment Letter for Oruka Therapeutics, Inc. (ORKA) (CIK 0000907654) (ORKA) — Jul 15, 2015

Oruka Therapeutics, Inc. (ORKA) (CIK 0000907654)
Date: July 15, 2015 · CIK: 0000907654 · Accession: 0000000000-15-036952

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File numbers found in text: 333-205533

Date
July 15, 2015
Author
/s/ Daniel Greenspan for
Form
UPLOAD
Company
Oruka Therapeutics, Inc. (ORKA) (CIK 0000907654)

Letter

July 15, 2015 Via E -mail Michael R. Bristow President and Chief Executive Officer ARCA biopharma, Inc. 11080 CirclePoint Road, Suite 140 Westminster, CO 80020

Re: ARCA biopharma, Inc. Registration Statement on Form S-3 Filed July 7, 2015 File No. 333-205533

Dear Mr. Bristow :

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.

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

Michael R. Bristow ARCA biopharma, Inc. July 15, 2015 Page 2

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 Christina De Rosa at (202) 551 -3577 or me at (202) 551 -3715 with any questions.

Sincerely,
/s/ Daniel Greenspan for

Show Raw Text
July 15, 2015

Via E -mail
Michael R. Bristow
President and Chief Executive Officer
ARCA biopharma, Inc.
11080 CirclePoint Road, Suite 140
Westminster, CO 80020

Re: ARCA biopharma, Inc.
 Registration Statement on Form S-3
Filed  July 7, 2015
  File No.  333-205533

Dear Mr. Bristow :

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.

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

Michael R. Bristow
ARCA biopharma, Inc.
July 15, 2015
Page 2

 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 Christina De Rosa at (202) 551 -3577 or me  at (202) 551 -3715  with any
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, Colorado 80021