SEC Comment Letter for ASSEMBLY BIOSCIENCES, INC. (ASMB) (CIK 0001426800) (ASMB) — Dec 8, 2014
ASSEMBLY BIOSCIENCES, INC. (ASMB) (CIK 0001426800)
Date: Dec. 8, 2014 · CIK: 0001426800 · Accession: 0000000000-14-063031
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-200612
Letter
December 5, 2014 Via E -mail Russell H. Ellison Chief Executive Officer Assembly Biosciences, Inc. 99 Hudson Street, 5th Floor New York, New York 10013
Re: Assembly Biosciences, Inc. Registration Statement on Form S-3 Filed November 26, 2014 File No. 333-200612
Dear Mr. Ellison :
We have limited our review of your registration statement to the resolution of your pending confidential treatment request . Please be advised that we will not be in a position to declare your registration statement effective until all outstanding comments, if any, on your request for confidential treatment have been cleared.
We urge all persons who are responsible for the accuracy and adequacy of the d isclosure 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 disclosu re, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comment , in the event you request acceleration of the effective date of the pending registration statement please provide a written statement f rom 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 with respect to the filing; the action of the Commis sion 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
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.
Russell H. Ellison Assembly Biosciences, Inc. December 5, 2014 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 aware of their respective responsibilities under the Securities Act of 1933 and the Securitie s 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 stat ement.
Please co ntact J ohnny Gharib at (202) 551 -3170 or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Daniel Greenspan for
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December 5, 2014 Via E -mail Russell H. Ellison Chief Executive Officer Assembly Biosciences, Inc. 99 Hudson Street, 5th Floor New York, New York 10013 Re: Assembly Biosciences, Inc. Registration Statement on Form S-3 Filed November 26, 2014 File No. 333-200612 Dear Mr. Ellison : We have limited our review of your registration statement to the resolution of your pending confidential treatment request . Please be advised that we will not be in a position to declare your registration statement effective until all outstanding comments, if any, on your request for confidential treatment have been cleared. We urge all persons who are responsible for the accuracy and adequacy of the d isclosure 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 disclosu re, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comment , in the event you request acceleration of the effective date of the pending registration statement please provide a written statement f rom 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 with respect to the filing; the action of the Commis sion 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 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. Russell H. Ellison Assembly Biosciences, Inc. December 5, 2014 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 aware of their respective responsibilities under the Securities Act of 1933 and the Securitie s 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 stat ement. Please co ntact J ohnny Gharib at (202) 551 -3170 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -mail Alexander M. Donaldson, Esq. Wyrick Robbins Yates & Ponton LLP