SEC Comment Letter for KIORA PHARMACEUTICALS INC (KPRX) (CIK 0001372514) (KPRX) — Oct 31, 2019
KIORA PHARMACEUTICALS INC (KPRX) (CIK 0001372514)
Date: Oct. 31, 2019 · CIK: 0001372514 · Accession: 0000000000-19-015020
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-234255
Letter
October 31, 2019 Stephen From President and Chief Executive Officer EyeGate Pharmaceuticals, Inc 271 Waverley Oaks Road, Suite 108 Waltham, MA 02452 Re:EyeGate Pharmaceuticals, Inc. Registration Statement of Form S-3 Filed October 18, 2019 File No. 333-234255 Dear Mr. From: We have limited our review of your registration statement to those issues 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. If 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 registration statement and the information you provide in response to the comment, we may have additional comments. Registration Statement of Form S-3 filed October 18, 2019 Exhibits 1.We refer to Article V.E of your Restated Articles of Incorporation filed as Exhibit 3.1. Your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise
FirstName LastNameStephen From Comapany NameEyeGate Pharmaceuticals, Inc October 31, 2019 Page 2 FirstName LastName Stephen From EyeGate Pharmaceuticals, Inc October 31, 2019 Page 2 your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Folake Ayoola at (202) 551-3673 or Christine Westbrook at (202) 551- 5019 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Stephen D. Brook, Esq.
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October 31, 2019
Stephen From
President and Chief Executive Officer
EyeGate Pharmaceuticals, Inc
271 Waverley Oaks Road, Suite 108
Waltham, MA 02452
Re:EyeGate Pharmaceuticals, Inc.
Registration Statement of Form S-3
Filed October 18, 2019
File No. 333-234255
Dear Mr. From:
We have limited our review of your registration statement to those issues 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. If 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 registration statement and the information you
provide in response to the comment, we may have additional comments.
Registration Statement of Form S-3 filed October 18, 2019
Exhibits
1.We refer to Article V.E of your Restated Articles of Incorporation filed as Exhibit 3.1.
Your forum selection provision identifies the Court of Chancery of the State of Delaware
as the exclusive forum for certain litigation, including any “derivative action.” Please
disclose whether this provision applies to actions arising under the Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise
FirstName LastNameStephen From
Comapany NameEyeGate Pharmaceuticals, Inc
October 31, 2019 Page 2
FirstName LastName
Stephen From
EyeGate Pharmaceuticals, Inc
October 31, 2019
Page 2
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Folake Ayoola at (202) 551-3673 or Christine Westbrook at (202) 551-
5019 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Stephen D. Brook, Esq.