SEC Comment Letter for SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478) (SLS) — Jun 3, 2013
SELLAS Life Sciences Group, Inc. (SLS) (CIK 0001390478)
Date: June 3, 2013 · CIK: 0001390478 · Accession: 0000000000-13-030214
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-188849
Letter
June 3 , 2013 Via E -mail Mark J. Ahn, Ph.D. President and Chief Executive Officer Galena Biopharma, Inc. 310 N. State Street, Suite 208 Lake Oswego, OR 97034
Re: Galena Biopharma, Inc. Registration Statement on Form S-3 Filed May 24 , 2013 File No. 333-188849
Dear Dr. Ahn :
We have limited our review of your registra tion statement to the issue we have addressed in the comment below.
1. We are currently processing your two pending request s for confidential treatment . Please be advised that we will not be in a position to declare this registration statement effective until we re solve all issues concerning the se confidential treatment request s.
We urge all persons who are r esponsible 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.
Notwithstanding our comment , in the event you request accelerat ion of the effective date of the pending registration 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 f oreclose 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 adequacy and accuracy of the disclosure in the filing; and
Mark J. Ahn , Ph.D. Galena Biopharma, Inc. June 3 , 2013 Page 2
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 t he United States.
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 acceleratio n are aware 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 securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Austin Stephenson at (202) 551 -3192 , Daniel Greenspan at (202) 551 - 3623, or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Daniel Greenspan for
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June 3 , 2013 Via E -mail Mark J. Ahn, Ph.D. President and Chief Executive Officer Galena Biopharma, Inc. 310 N. State Street, Suite 208 Lake Oswego, OR 97034 Re: Galena Biopharma, Inc. Registration Statement on Form S-3 Filed May 24 , 2013 File No. 333-188849 Dear Dr. Ahn : We have limited our review of your registra tion statement to the issue we have addressed in the comment below. 1. We are currently processing your two pending request s for confidential treatment . Please be advised that we will not be in a position to declare this registration statement effective until we re solve all issues concerning the se confidential treatment request s. We urge all persons who are r esponsible 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. Notwithstanding our comment , in the event you request accelerat ion of the effective date of the pending registration 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 f oreclose 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 adequacy and accuracy of the disclosure in the filing; and Mark J. Ahn , Ph.D. Galena Biopharma, Inc. June 3 , 2013 Page 2 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 t he United States. 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 acceleratio n are aware 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 securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Austin Stephenson at (202) 551 -3192 , Daniel Greenspan at (202) 551 - 3623, or me at (202) 551 -3715 with any questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -mail Dale E. Short , Esq. TroyGould PC