SEC Comment Letter for Armata Pharmaceuticals, Inc. (ARMP) (CIK 0000921114) (ARMP) — Jan 30, 2014
Armata Pharmaceuticals, Inc. (ARMP) (CIK 0000921114)
Date: Jan. 30, 2014 · CIK: 0000921114 · Accession: 0000000000-14-004852
AI Filing Summary & Sentiment
Reasoning
Letter
January 30, 2014 Via E -Mail Philip J. Young President and CEO AmpliPhi Biosciences Corporation 4870 Sadler Road, Suite 300 Glen Allen, Virginia 23060
Re: AmpliPhi Biosciences Corporation Registration Statement on Form S -1 Filed January 21, 2014 File No. 333 -193458
Dear Mr. Young :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments.
1. We note that your registration statement on Form 10 -12G is currently under review. Please confirm that you will revise the disclosure in Form S -1 to reflect any applicable changes to Form 1 0-12G made in response to our comments .
2. We note that you have filed confidential treatment requests on December 17, 2013 and January 22, 2013. We will not be able to grant any request for acceleration of effective ness until those requests are resolved.
3. Please amend your registration state ment to include the signature of your controller or principal accounting officer.
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 A ct of 193 3 and all applicable Securities Act rules require. Since the company and its management are in
Philip J. Young AmpliPhi Biosciences Corporation January 30, 2014 Page 2
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration 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 not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant t o 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 effect iveness 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 Amy Reischauer at (202) 551 -3793, Bryan Pitko at (202) 551 -3203, or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Bryan J. Pitko for
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January 30, 2014 Via E -Mail Philip J. Young President and CEO AmpliPhi Biosciences Corporation 4870 Sadler Road, Suite 300 Glen Allen, Virginia 23060 Re: AmpliPhi Biosciences Corporation Registration Statement on Form S -1 Filed January 21, 2014 File No. 333 -193458 Dear Mr. Young : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments. 1. We note that your registration statement on Form 10 -12G is currently under review. Please confirm that you will revise the disclosure in Form S -1 to reflect any applicable changes to Form 1 0-12G made in response to our comments . 2. We note that you have filed confidential treatment requests on December 17, 2013 and January 22, 2013. We will not be able to grant any request for acceleration of effective ness until those requests are resolved. 3. Please amend your registration state ment to include the signature of your controller or principal accounting officer. 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 A ct of 193 3 and all applicable Securities Act rules require. Since the company and its management are in Philip J. Young AmpliPhi Biosciences Corporation January 30, 2014 Page 2 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration 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 not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant t o 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 effect iveness 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 Amy Reischauer at (202) 551 -3793, Bryan Pitko at (202) 551 -3203, or me at (202) 551 -3715 with any questions. Sincerely, /s/ Bryan J. Pitko for Jeffrey P. Riedler Assistant Director cc: Via E -Mail Stephen B. Thau Morrison & Foerster LLP 755 Page Mill Road Palo Alto, CA 9430 4-1018