SEC Comment Letter for Cardiff Oncology, Inc. (CRDF) (CIK 0001213037) (CRDF) — Nov 24, 2015
Cardiff Oncology, Inc. (CRDF) (CIK 0001213037)
Date: Nov. 24, 2015 · CIK: 0001213037 · Accession: 0000000000-15-055345
AI Filing Summary & Sentiment
File numbers found in text: 333-208010
Letter
Mail Stop 4720 November 24, 2015 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-3 Filed November 1 3, 2015 File No. 333-208010
Dear Dr. Schuh :
This is to advise you that we have not reviewed and will not review your registration statement .
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 disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of t he effective date of the pending regist ration 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 foreclos e the Commission 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 ad equacy 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 Unit ed States.
Antonius Schuh, Ph.D. Trovagene , Inc. November 24, 2015 Page 2
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 aw are 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 registered securities .
Please contact Scot Foley at (202) 551 -3383 or me a t (202) 551 -3675 with any questions.
Sincerely,
/s/ Suzanne Hayes
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Mail Stop 4720 November 24, 2015 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-3 Filed November 1 3, 2015 File No. 333-208010 Dear Dr. Schuh : This is to advise you that we have not reviewed and will not review your registration statement . 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 disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of t he effective date of the pending regist ration 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 foreclos e the Commission 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 ad equacy 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 Unit ed States. Antonius Schuh, Ph.D. Trovagene , Inc. November 24, 2015 Page 2 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 aw are 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 registered securities . Please contact Scot Foley at (202) 551 -3383 or me a t (202) 551 -3675 with any questions. Sincerely, /s/ Suzanne Hayes Suzanne Hayes Assistant Director cc: Jeffrey J. Fessler, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Floor New York, New York 10006