SEC Comment Letter for WINDTREE THERAPEUTICS (WINT) — Jan 31, 2014
WINDTREE THERAPEUTICS INC /DE/ (WINT, WINTW) (CIK 0000946486)
Date: Jan. 31, 2014 · CIK: 0000946486 · Accession: 0000000000-14-005221
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File numbers found in text: 333-193490
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January 3 1, 2014 Via E -mail Mary B. Templeton , Esq. Senior Vice President, General Counsel and Corporate Secretary Discovery Laboratories , Inc. 2600 Kelly Road , Suite 100 Warrington, PA 18976 Re: Discovery Laboratories, Inc. Registration Statement on Form S-3 Filed January 22, 2014 File No. 333-193490 Dear Ms. Templeton : We have limited our review of your registration statement to those issues we hav e 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 in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. 1. We are currently processing your pending request for confidential treatment. Please be advised that we will not be in a position to declare this 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 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 disclo sure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comment , 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: Mary B. Templeton, Esq. Discovery Laboratories , Inc. January 3 1, 2014 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 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. 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 Securiti es 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 sta tement. Please contact Christina De Rosa at (202) 551 -3577 or me at (202) 551 -3715 with any other questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -mail Ira L. Kotel, Esq. Dentons US LLP 1221 Avenue of the Americas New York, NY 10020