SEC Company Response from Armata Pharmaceuticals, Inc. (ARMP) (CIK 0000921114) (ARMP) — Feb 4, 2014
Armata Pharmaceuticals, Inc. (ARMP) (CIK 0000921114)
Date: Feb. 4, 2014 · CIK: 0000921114 · Accession: 0001144204-14-005943
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-193458
Referenced dates: January 30, 2014
Letter
Securities and Exchange Commission Division of Corporation Finance Re: AmpliPhi Biosciences Corporation Registration Statement on Form S-1 Filed January 21, 2014 File No. 333-193458
Dear Mr. Riedler:
This letter is submitted by AmpliPhi Biosciences Corporation (the “Company”) in response to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) with respect to the Company’s Form S-1 filed January 21, 2014 (File No. 333-193458) (the “Form S-1”), as set forth in your letter dated January 30, 2014. We also enclose with this letter clean and marked copies of Amendment No. 1 to the Form S-1, as amended and filed on February 4, 2014 (the “Form S-1/A”). Below are responses to each of the Staff’s comments. The text of each comment contained in the Staff’s letter is set forth in italics below, followed by the Company’s response.
General
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 10-12G made in response to our comments.
RESPONSE:
The Company acknowledges the Staff’s comment and confirms that it has revised the disclosure in the Form S-1/A to reflect applicable changes to the Form 10-12G made in response to the Staff’s 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 effectiveness until those requests are resolved.
US: 4870 Sadler Rd, Suite 300, Glen Allen, VA 23060
AU: Unit 7 27 Dale Street, Brookvale 2100 NSW
RESPONSE:
The Company acknowledges that Staff’s comment and appreciates the Staff’s attention to our confidential treatment requests.
3. Please amend your registration statement to include the signature of your controller or principal accounting officer.
RESPONSE:
The Company acknowledges that Staff’s comment and advises the Staff that we have revised the signatures appearing on page II-4 to indicate that Kelley Wendt, the Company’s chief financial officer, also serves as our principal accounting officer.
* * *
The Company acknowledges that:
(1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
(2) 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
(3) the Company 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 appreciate your time and attention to the Company’s response to the Staff’s comments. Please contact the undersigned at (650)-888-2422 with any further comments or questions you may have.
Sincerely,
AMPLIPHI BIOSCIENCES
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CORRESP
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filename1.htm
February 4, 2014
BY EDGAR
Jeffrey Riedler
Assistant Director Healthcare and Insurance
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: AmpliPhi Biosciences Corporation
Registration Statement on Form
S-1
Filed January 21, 2014
File No. 333-193458
Dear Mr. Riedler:
This letter is submitted by AmpliPhi Biosciences
Corporation (the “Company”) in response to the comments of the staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Staff”) with respect to the Company’s Form S-1 filed January
21, 2014 (File No. 333-193458) (the “Form S-1”), as set forth in your letter dated January 30, 2014. We also
enclose with this letter clean and marked copies of Amendment No. 1 to the Form S-1, as amended and filed on February 4, 2014 (the
“Form S-1/A”). Below are responses to each of the Staff’s comments. The text of each comment contained
in the Staff’s letter is set forth in italics below, followed by the Company’s response.
General
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 10-12G made in response to our comments.
RESPONSE:
The Company acknowledges the Staff’s comment
and confirms that it has revised the disclosure in the Form S-1/A to reflect applicable changes to the Form 10-12G made in response
to the Staff’s 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 effectiveness until those requests are resolved.
US: 4870 Sadler Rd, Suite 300, Glen Allen, VA 23060
AU: Unit 7 27 Dale Street, Brookvale 2100 NSW
RESPONSE:
The Company acknowledges that Staff’s comment
and appreciates the Staff’s attention to our confidential treatment requests.
3. Please amend your registration statement to include the signature of your controller or principal accounting officer.
RESPONSE:
The Company acknowledges that Staff’s comment
and advises the Staff that we have revised the signatures appearing on page II-4 to indicate that Kelley Wendt, the Company’s
chief financial officer, also serves as our principal accounting officer.
* * *
The Company acknowledges that:
(1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
(2) 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
(3) the Company 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 appreciate your time and attention to the Company’s
response to the Staff’s comments. Please contact the undersigned at (650)-888-2422 with any further comments or questions
you may have.
Sincerely,
AMPLIPHI BIOSCIENCES
CORPORATION.
/s/ Philip J. Young
Philip J. Young
President and Chief Executive Officer
AmpliPhi Biosciences Corporation
cc: Amy Reischauer
Bryan Pitko
Stephen Thau, Morrison & Foerster LLP
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