SEC Company Response from Oruka Therapeutics, Inc. (ORKA) (CIK 0000907654) (ORKA) — Dec 21, 2010
Oruka Therapeutics, Inc. (ORKA) (CIK 0000907654)
Date: Dec. 21, 2010 · CIK: 0000907654 · Accession: 0001193125-10-285651
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-22873
Referenced dates: December 10, 2010
Letter
Division of Corporation Finance Re: ARCA biopharma, Inc. Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 4, 2010 File No. 000-22873
Dear Mr. Rosenberg,
On behalf of ARCA biopharma, Inc. (“ARCA”), this letter responds to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in the letter dated December 10, 2010 (“Comment Letter”) relating to the above-referenced Annual Report on Form 10-K. Set forth in italicized print below is the Staff’s comment, as set forth in the Comment Letter, followed by ARCA’s response.
Form 10-K for the Fiscal Year Ended December 31, 2009
Item 8. Financial Statements and Supplementary Data
Consolidated Statement of Cash Flows, page 66
1. Please tell us why your statement of cash flows reflects a $20.5 million change in accrued expenses and other liabilities, while the balance sheet appears to indicate that the change in these accounts is substantially less. Similarly, please also address the change in your accounts payable.
ARCA’s Response:
The difference between the change in accrued expenses and other liabilities reflected on the statement of cash flows compared to the change indicated on the balance sheet is primarily caused by the accrued expenses and other liabilities that ARCA assumed in the merger with Nuvelo, Inc. on January 27, 2009 (the “Merger”) and the subsequent satisfaction of such liabilities prior to December 31, 2009. As follows, ARCA has supplementally provided a roll-forward of the accrued expenses and other liabilities balances from December 31, 2008 to December 31, 2009.
ARCA biopharma, Inc.
File No. 000-22873
(in thousands)
Accrued expenses and other liabilities
Balances as of December 31, 2008:
Accrued compensation and employee benefits
$ 1,071
Accrued expenses and other liabilities
1,549
Subtotal
$ 2,620
Liabilities assumed in the Merger: {a}
Accrued employee liabilities
3,579
Other current liabilities
1,406
Accrued facility exit costs
13,278
Other liabilities
Unfavorable lease obligation
Subtotal
19,280
Change in accrued expenses and other liabilities (net of amounts acquired and noncash items), as per the statement of cash flows:
(20,454 )
Other roll-forward items, net: {b}
(449 )
Balances as of December 31, 2009:
Accrued compensation and employee benefits
Accrued expenses and other liabilities
Total
$
{a} See Note 2, Merger with Nuvelo, Inc. on January 27, 2009, to ARCA’s consolidated financial statements on Form 10-K for the year ended December 31, 2009 for the acquisition consideration allocation as of the date of the Merger.
{b} Other roll-forward items, net includes, among other items, adjustments to reconcile net loss to net cash used in operating activities and certain noncash transactions.
ARCA biopharma, Inc.
File No. 000-22873
The difference between the change in accounts payable reflected on the statement of cash flows compared to the change indicated on the balance sheet is primarily caused by the accounts payable that ARCA assumed as a result of the Merger and the subsequent satisfaction of such liabilities prior to December 31, 2009. As follows, ARCA has supplementally provided a roll-forward of the accounts payable balance from December 31, 2008 to December 31, 2009.
(in thousands)
Accounts Payable
Balance as of December 31, 2008
$
Accounts payable assumed in the Merger {a}
2,189
Change in accounts payable (net of amounts acquired), as per the statement of cash flows
(2,460 )
Balance as of December 31, 2009
$
{a} See Note 2, Merger with Nuvelo, Inc. on January 27, 2009, to ARCA’s consolidated financial statements on Form 10-K for the year ended December 31, 2009 for the acquisition consideration allocation as of the date of the Merger.
In connection with responding to the Comment Letter, we acknowledge that:
•
ARCA is responsible for the adequacy and accuracy of the disclosure in the filing;
•
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•
ARCA may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We trust this letter is fully responsive to the Comment Letter. Please do not hesitate to contact me if you have any questions relative to this matter.
Very truly yours,
/s/ Patrick M. Wheeler
Show Raw Text
CORRESP
1
filename1.htm
Correspondence Letter
8001 Arista Place, Suite 200
Broomfield, CO 80021
Phone: 720-940-2200, Fax: 720-208-9261
December 21, 2010
Jim B.
Rosenberg
Senior Assistant Chief Accountant
Division of Corporation Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re:
ARCA biopharma, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 4, 2010
File No. 000-22873
Dear
Mr. Rosenberg,
On behalf of ARCA biopharma, Inc. (“ARCA”), this letter responds to the comments of the Staff of the Securities
and Exchange Commission (the “Commission”) set forth in the letter dated December 10, 2010 (“Comment Letter”) relating to the above-referenced Annual Report on Form 10-K. Set forth in italicized print below is the
Staff’s comment, as set forth in the Comment Letter, followed by ARCA’s response.
Form 10-K for the Fiscal Year Ended
December 31, 2009
Item 8. Financial Statements and Supplementary Data
Consolidated Statement of Cash Flows, page 66
1.
Please tell us why your statement of cash flows reflects a $20.5 million change in accrued expenses and other liabilities, while the balance sheet appears to
indicate that the change in these accounts is substantially less. Similarly, please also address the change in your accounts payable.
ARCA’s Response:
The difference between the change in accrued expenses and other liabilities
reflected on the statement of cash flows compared to the change indicated on the balance sheet is primarily caused by the accrued expenses and other liabilities that ARCA assumed in the merger with Nuvelo, Inc. on January 27, 2009 (the
“Merger”) and the subsequent satisfaction of such liabilities prior to December 31, 2009. As follows, ARCA has supplementally provided a roll-forward of the accrued expenses and other liabilities balances from December 31, 2008
to December 31, 2009.
1
ARCA biopharma, Inc.
File No. 000-22873
(in thousands)
Accrued expenses and other liabilities
Balances as of December 31, 2008:
Accrued compensation and employee benefits
$
1,071
Accrued expenses and other liabilities
1,549
Subtotal
$
2,620
Liabilities assumed in the Merger: {a}
Accrued employee liabilities
3,579
Other current liabilities
1,406
Accrued facility exit costs
13,278
Other liabilities
74
Unfavorable lease obligation
943
Subtotal
19,280
Change in accrued expenses and other liabilities (net of amounts acquired and noncash items), as per the statement of cash
flows:
(20,454
)
Other roll-forward items, net: {b}
(449
)
Balances as of December 31, 2009:
Accrued compensation and employee benefits
241
Accrued expenses and other liabilities
756
Total
$
997
{a}
See Note 2, Merger with Nuvelo, Inc. on January 27, 2009, to ARCA’s consolidated financial statements on Form 10-K for the year ended December 31,
2009 for the acquisition consideration allocation as of the date of the Merger.
{b}
Other roll-forward items, net includes, among other items, adjustments to reconcile net loss to net cash used in operating activities and certain noncash transactions.
2
ARCA biopharma, Inc.
File No. 000-22873
The difference between the change in accounts payable reflected on the statement of cash flows compared
to the change indicated on the balance sheet is primarily caused by the accounts payable that ARCA assumed as a result of the Merger and the subsequent satisfaction of such liabilities prior to December 31, 2009. As follows, ARCA has
supplementally provided a roll-forward of the accounts payable balance from December 31, 2008 to December 31, 2009.
(in thousands)
Accounts Payable
Balance as of December 31, 2008
$
804
Accounts payable assumed in the Merger {a}
2,189
Change in accounts payable (net of amounts acquired), as per the statement of cash flows
(2,460
)
Balance as of December 31, 2009
$
533
{a}
See Note 2, Merger with Nuvelo, Inc. on January 27, 2009, to ARCA’s consolidated financial statements on Form 10-K for the year ended December 31,
2009 for the acquisition consideration allocation as of the date of the Merger.
In connection with responding to the Comment
Letter, we acknowledge that:
•
ARCA is responsible for the adequacy and accuracy of the disclosure in the filing;
•
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and
•
ARCA may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.
We trust this letter is fully responsive to the Comment Letter. Please do not hesitate to contact me if
you have any questions relative to this matter.
Very truly yours,
/s/ Patrick M. Wheeler
Patrick M. Wheeler,
Chief
Financial Officer
cc:
Brent D. Fassett, Cooley LLP
Michael R. Bristow, President and Chief Executive Officer
Christopher D. Ozeroff, Senior Vice President and General Counsel
3