SEC Comment Letter for Armata Pharmaceuticals, Inc. (ARMP) (CIK 0000921114) (ARMP) — Apr 24, 2015
Armata Pharmaceuticals, Inc. (ARMP) (CIK 0000921114)
Date: April 24, 2015 · CIK: 0000921114 · Accession: 0000000000-15-022995
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-203454
Letter
April 24, 2015 Via E -mail Jeremy Curnock Cook Interim Chief Executive Officer AmpliPhi Biosciences Corporation 4870 Sadler Road, Suite 300 Glen Allen, Virginia 23060
Re: AmpliPhi Biosciences Corporation Registration Statement on Form S-1 Filed April 16, 2015 File No. 333-203454
Dear Mr. Cook :
We have limited our review of your registration statement to those issues we have 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 i n your response.
After reviewing any amendment to your registration statement and the information you provide in response to the comment , we may have additional comments.
General
1. We note that that you have a pending confidential treatment request. We will not be in a position to accelerate the effectiveness of your registration statement until we have completed processing your 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.
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 com pany acknowledging that:
Jeremy Curnock Cook AmpliPhi Biosciences Corporation April 24, 2015 Page 2
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 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 reques ts 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 Matthew Jones at (202) 551 -3786, Bryan Pitko at (202) 551 -3203, or me at (202) 551 -3715 with any other questions.
Sincerely,
/s/ Bryan J. Pitko for
Show Raw Text
April 24, 2015 Via E -mail Jeremy Curnock Cook Interim Chief Executive Officer AmpliPhi Biosciences Corporation 4870 Sadler Road, Suite 300 Glen Allen, Virginia 23060 Re: AmpliPhi Biosciences Corporation Registration Statement on Form S-1 Filed April 16, 2015 File No. 333-203454 Dear Mr. Cook : We have limited our review of your registration statement to those issues we have 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 i n your response. After reviewing any amendment to your registration statement and the information you provide in response to the comment , we may have additional comments. General 1. We note that that you have a pending confidential treatment request. We will not be in a position to accelerate the effectiveness of your registration statement until we have completed processing your 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. 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 com pany acknowledging that: Jeremy Curnock Cook AmpliPhi Biosciences Corporation April 24, 2015 Page 2 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 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 reques ts 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 Matthew Jones at (202) 551 -3786, Bryan Pitko at (202) 551 -3203, or me at (202) 551 -3715 with any other questions. Sincerely, /s/ Bryan J. Pitko for Jeffrey P. Riedler Assistant Director cc: Stephen Thau Morrison & Foerster LLP 2000 Pennsylvania Avenue NW Washington, DC 20006