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SEC Comment Letter for Eledon Pharmaceuticals, Inc. (ELDN) (CIK 0001404281) (ELDN) — Oct 20, 2015

Eledon Pharmaceuticals, Inc. (ELDN) (CIK 0001404281)
Date: Oct. 20, 2015 · CIK: 0001404281 · Accession: 0000000000-15-050617

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File numbers found in text: 333-207359

Date
October 9, 2015
Author
/s/ Suzanne Hayes
Form
UPLOAD
Company
Eledon Pharmaceuticals, Inc. (ELDN) (CIK 0001404281)

Letter

Mail Stop 4720 October 20 , 2015 Via E -mail Jodie P. Morrison President and Chief Executive Officer Tokai Pharmaceuticals, Inc. 255 State Street, 6th floor Boston, Massachusetts 02109

Re: Tokai Pharmaceuticals, Inc . Registration Statement on Form S -3 Filed October 9, 2015 File No. 333-207359

Dear Ms. Morrison ,

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.

Jodie P. Morrison Tokai Pharmaceuticals, Inc. October 20 , 2015 Page 2

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 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 -3675 with any questions.

Sincerely,
/s/ Suzanne Hayes

Show Raw Text
Mail Stop 4720

October 20 , 2015

Via E -mail
Jodie P. Morrison
President and Chief Executive Officer
Tokai Pharmaceuticals, Inc.
255 State Street, 6th floor
Boston, Massachusetts 02109

Re: Tokai Pharmaceuticals, Inc .
  Registration Statement  on Form S -3
Filed  October 9, 2015
  File No.  333-207359

Dear Ms. Morrison ,

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.

Jodie P. Morrison
Tokai Pharmaceuticals, Inc.
October 20 , 2015
Page 2

 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
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 -3675  with any
questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Via E -mail
 Stuart M. Falber , Esq.
 Wilmer Cutler Pickering Hale and Dorr  LLP