SEC Comment Letter for Vanda Pharmaceuticals (VNDA) — Jul 16, 2015
Vanda Pharmaceuticals Inc.
Date: July 16, 2015 · CIK: 0001347178 · Accession: 0000000000-15-037206
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File numbers found in text: 333-205513
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July 16 , 2015 Via E -mail Mihael H. Polymeropoulos, M.D. President and Chief Executive Officer Vanda Pharmaceuticals, Inc. 2200 Pennsylvania Avenue NW, Suite 300E Washington, DC 20037 Re: Vanda Pharmaceuticals, Inc. Registration Statement on Form S -3 Filed July 6 , 2015 File No. 333-205513 Dear Dr. Polymeropoulos : 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 the 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 foreclose the Commission from taking any action wit h 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 th e 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 United States. Please refer to Rules 460 and 4 61 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation Mihael H. Polymeropoulos Vanda Pharmaceuticals , Inc. July 16 , 2015 Page 2 of the fact that those requesting acceleration are aware of their respective responsibilities u nder 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 Alla Berenshteyn at (202) 551 -4325 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Bryan J. Pitko for Jeffrey P. Riedler Assistant Director cc: Via E -mail Albert W. Vanderlaan, Esq. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP