SEC Comment Letter for ACHIEVE LIFE SCIENCES, INC. (ACHV) (CIK 0000949858) (ACHV) — Nov 5, 2015
ACHIEVE LIFE SCIENCES, INC. (ACHV) (CIK 0000949858)
Date: Nov. 5, 2015 · CIK: 0000949858 · Accession: 0000000000-15-052973
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-207670
Letter
Mail Stop 4720 November 5, 2015 Via E -mail John Bencich Chief Financial Officer OncoGenex Pharmaceuticals, Inc. 19820 North Creek Parkway, Suite 201 Bothell, Washington 98011
Re: OncoGenex Pharmaceuticals, Inc. Registration Statement on Form S-3 Filed October 29, 2015 File No. 333-207670
Dear Mr. Bencich :
We have limited our review of your registration statement to the issue addressed in our comment. If you do not believe this comment appl ies to your facts and circumstances, please tell us why in a response.
After reviewing the information you provide in response to this comment, if any, we may have additional comments.
General
1. We note that you ha ve submitted an application for confidential treatment relating to an exhibit you filed with your quarterly report on Form 10 -Q for the quarterly period ended June 30, 2015. Please be advised that we will not be in a position to grant effectiveness to you r registration statement until such time as this application has completed processing or is withdrawn.
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 inform ation 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.
John Bencich OncoGenex Pharmaceuticals, Inc. November 5, 2015 Page 2
Notwithstanding our comment, in the event you request accelerat ion 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 Commission or the staff, acting pursuant t o 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 effect iveness 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 acceler ation 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 S cot Foley at (202) 551 -3383 or me at (202) 551 -3675 with any other questions.
Sincerely,
/s/Suzanne Hayes
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Mail Stop 4720 November 5, 2015 Via E -mail John Bencich Chief Financial Officer OncoGenex Pharmaceuticals, Inc. 19820 North Creek Parkway, Suite 201 Bothell, Washington 98011 Re: OncoGenex Pharmaceuticals, Inc. Registration Statement on Form S-3 Filed October 29, 2015 File No. 333-207670 Dear Mr. Bencich : We have limited our review of your registration statement to the issue addressed in our comment. If you do not believe this comment appl ies to your facts and circumstances, please tell us why in a response. After reviewing the information you provide in response to this comment, if any, we may have additional comments. General 1. We note that you ha ve submitted an application for confidential treatment relating to an exhibit you filed with your quarterly report on Form 10 -Q for the quarterly period ended June 30, 2015. Please be advised that we will not be in a position to grant effectiveness to you r registration statement until such time as this application has completed processing or is withdrawn. 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 inform ation 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. John Bencich OncoGenex Pharmaceuticals, Inc. November 5, 2015 Page 2 Notwithstanding our comment, in the event you request accelerat ion 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 Commission or the staff, acting pursuant t o 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 effect iveness 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 acceler ation 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 S cot Foley at (202) 551 -3383 or me at (202) 551 -3675 with any other questions. Sincerely, /s/Suzanne Hayes Suzanne Hayes Assistant Director Office of Healthcare and Insurance cc: Alan Smith James Evans Amanda Rose Fenwick & West LLP 1191 Second Avenue, 10th Floor Seattle, WA 98101