SEC Comment Letter for ACHIEVE LIFE SCIENCES, INC. (ACHV) (CIK 0000949858) (ACHV) — Apr 9, 2013
ACHIEVE LIFE SCIENCES, INC. (ACHV) (CIK 0000949858)
Date: April 9, 2013 · CIK: 0000949858 · Accession: 0000000000-13-019058
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April 9 , 2013 Via E -mail Mr. Scott Cormack President and Chief Executive Officer OncoGenex Pharmaceuticals, Inc. 1522 – 217th Place S.E., Suite 100 Bothell, Washington 98021 Re: OncoGenex Pharmaceuticals, Inc. Preliminary Proxy Statement on Schedule 14A Filed on April 3 , 2013 File No. 033-80623 Dear Mr. Cormack : We have limited our review of your preliminary proxy statement to the issue we have addressed in our comment . Please respond to this letter by revising the proxy statement . Where you do not believe our comment applies to your facts and circumstances , please tell us why in your response. After reviewing the information you provide in response to our comment , we may have additional comments. 1. We note proposal 5 where you are seeking approval to increase your number of authorized shares of common stock from 25 million to 50 million shares . Please revise your disclosure to describe any specific plans, arrang ements or understandings, whether written or oral, to issue any of the shares of common stock that will be newly available . If you have no such plans, arrangement or understandings, please revise your disclosure to so state. We urge all persons who are r esponsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange 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. In responding to our comment, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; 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 Scott Cormack OncoGenex Pharmaceuticals , Inc. April 9 , 2013 Page 2 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. You may contac t Johnny Gharib at (202) 551 -3170 , Daniel Greenspan at (202) 551 -3623 or me at (2 02) 551 -3715 with any questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director