SEC Comment Letter for Armata Pharmaceuticals, Inc. (ARMP) (CIK 0000921114) (ARMP) — May 6, 2016
Armata Pharmaceuticals, Inc. (ARMP) (CIK 0000921114)
Date: May 6, 2016 · CIK: 0000921114 · Accession: 0000000000-16-075290
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-210974
Letter
Mail Stop 4720 May 6, 2016 M. Scott Salka Chief Executive Officer AmpliPhi Biosciences Corporation 3579 Valley Centre Drive San Diego, California 92130
Re: AmpliPhi Biosciences Corporation Registration Statement on Form S-3 Filed April 28, 2016 File No. 333-210974
Dear Mr. Salka :
We have limited our review of your registration statement to the resolution of your pending request for confidential treatment. Please be advised that we will not be in a position to declare your 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 d isclosure 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 disclosu re, 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 Com mission 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.
M. Scott Salka AmpliPhi Biosciences Corporation May 6, 2016 Page 2
Please refer to Rules 460 and 461 regarding request s 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 Dorrie Yale at 202 -551-8776 or Mary Beth Breslin, Legal Branch Chief, at 202-551-3625 with any questions.
Sincerely,
/s/ Mary Beth Breslin for
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Mail Stop 4720 May 6, 2016 M. Scott Salka Chief Executive Officer AmpliPhi Biosciences Corporation 3579 Valley Centre Drive San Diego, California 92130 Re: AmpliPhi Biosciences Corporation Registration Statement on Form S-3 Filed April 28, 2016 File No. 333-210974 Dear Mr. Salka : We have limited our review of your registration statement to the resolution of your pending request for confidential treatment. Please be advised that we will not be in a position to declare your 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 d isclosure 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 disclosu re, 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 Com mission 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. M. Scott Salka AmpliPhi Biosciences Corporation May 6, 2016 Page 2 Please refer to Rules 460 and 461 regarding request s 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 Dorrie Yale at 202 -551-8776 or Mary Beth Breslin, Legal Branch Chief, at 202-551-3625 with any questions. Sincerely, /s/ Mary Beth Breslin for Suzanne Hayes Assistant Director Office of Healthcare and Insurance cc: Thomas A. Coll , Esq. – Cooley LLP