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SEC Comment Letter for CORCEPT THERAPEUTICS INC (CORT) (CIK 0001088856) (CORT) — Aug 25, 2010

CORCEPT THERAPEUTICS INC (CORT) (CIK 0001088856)
Date: Aug. 25, 2010 · CIK: 0001088856 · Accession: 0000000000-10-049075

Regulatory Compliance Financial Reporting Internal Controls

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File numbers found in text: 333-168928

Date
August 25, 2010
Author
Jeffrey P. Riedler
Form
UPLOAD
Company
CORCEPT THERAPEUTICS INC (CORT) (CIK 0001088856)

Letter

August 25, 2010 Joseph K. Belanoff, M.D. Chief Executive Officer Corcept Therapeutics Incorporated 149 Commonwealth Drive Menlo Park, CA 94025 Re: Corcept Therapeutics Incorporated Registration Statement on Form S-3 Filed August 19, 2010 File No. 333-168928

Dear Dr. Belanoff: We have limited our review of your registration statement to the issue we have addressed in our comment. In our comment we may ask you to provide us with information so we may better understand your disclosure. 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 re gistration statement and the information you provide in response to this comment, we may have additional comments.

Incorporation by Reference, page 26

1. Please revise your incorporation by referen ce section to specifi cally incorporate reference the Annual Report on Form 10- K filed on March 26, 2010. Currently you only incorporate by reference the Fo rm 10-K/A filed August 19, 2010. by

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 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. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please pr ovide a written statement from the company acknowledging that:

Joseph K. Belanoff, M.D. Corcept Therapeutics Incorporated August 25, 2010 Page 2

• should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose the Co mmission from taking any action with respect to the filing;

• the action of the Commission 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 a nd 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 re quests for acceleration. We will consider a written request for acceleration of the effective date of the regi stration statement as confirmation of the fact that those reques ting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Sebastian Gomez Abero at (202) 551-3578 or me at (202) 551-3715 with any questions. Sincerely,

J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r cc: Alan C. Mendelson Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025

Show Raw Text
August 25, 2010

Joseph K. Belanoff, M.D.  Chief Executive Officer  Corcept Therapeutics Incorporated 149 Commonwealth Drive  Menlo Park, CA 94025
Re: Corcept Therapeutics Incorporated
  Registration Statement on Form S-3
Filed August 19, 2010
  File No. 333-168928

Dear Dr. Belanoff:
 We have limited our review of your registration statement to the issue we have addressed
in our comment.  In our comment we may ask you  to provide us with information so we may
better understand your disclosure.
 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 re gistration statement and the information you
provide in response to this comment, we may have additional comments.

Incorporation by Reference, page 26

1. Please revise your incorporation by referen ce section to specifi cally incorporate
reference the Annual Report on Form 10- K filed on March 26, 2010.  Currently you
only incorporate by reference the Fo rm 10-K/A filed August 19, 2010.   by

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 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.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Joseph K. Belanoff, M.D.  Corcept Therapeutics Incorporated August 25, 2010 Page 2

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Sebastian Gomez Abero at (202) 551-3578 or me at (202) 551-3715 with
any questions.
Sincerely,

        J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Alan C. Mendelson
Latham & Watkins LLP  140 Scott Drive  Menlo Park, CA 94025