SEC Comment Letter for Cardiff Oncology, Inc. (CRDF) (CIK 0001213037) (CRDF) — Apr 25, 2012
Cardiff Oncology, Inc. (CRDF) (CIK 0001213037)
Date: April 25, 2012 · CIK: 0001213037 · Accession: 0000000000-12-021320
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File numbers found in text: 333-180810
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April 25, 2012 Via E-mail Antonius Schuh, Ph.D Chief Executive Officer Trovagene, Inc. 11055 Flintkote Avenue, Suite B San Diego, CA 92121 Re: Trovagene, Inc. Registration Statement on Form S-1 Filed April 19, 2012 File No. 333-180810 Dear Dr. Schuh: We have limited our review of your registrati on statement to the issue we have addressed in our comment below. After reviewing any amendment to your regi stration statement, we may have additional comments. We note that at time of filing of the re gistration statement you were not required to include interactive data exhibits (XBRL) pursuan t to Item 601(b)(101) of Regulation S-K. Please note, however, that you will be required to include inter active data exhibits with any amendment to the registration statement if you am end the registration statement after the 30 day grace period following the due date of your Fo rm 10-Q for the quarter ending March 31, 2012. 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 disc losure, 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: 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; Antonius Schuh, Ph.D Trovagene, Inc. April 25, 2012 Page 2 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 th e 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 Karen Ubell at (202) 551-3873 or me at (202) 551-3715 with any questions. Sincerely, /s/ Jeffrey Riedler Jeffrey Riedler Assistant Director