Correspondence 0001437749-23-009990 from TALPHERA, INC. (TLPH)
TALPHERA, INC.
Date: April 11, 2023 · CIK: 0001427925 · Accession: 0001437749-23-009990
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35068
Referenced dates: March 30, 2023
Letter
acrx20230411_corresp.htm
JOHN T. MCKENNA
+1 650 843 5059
jmckenna@cooley.com
April 11, 2023
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Kevin W. Vaughn
RE: AcelRx Pharmaceuticals, Inc.
Current Report on Form 8-K (File No. 001-35068)
Filed March 30, 2023
Ladies and Gentlemen:
On behalf of AcelRx Pharmaceuticals, Inc. (the “Company”), this letter is being transmitted in response to a comment received from the staff (the “Staff”) of the Securities and Exchange Commission, by letter dated March 30, 2023 (the “Comment Letter”), regarding the Company’s Current Report on Form 8-K, filed on March 30, 2023 (the “Form 8-K”). The text of the Staff’s comment has been included in this letter in italics for your convenience, and we have numbered the paragraph below to correspond to the numbering of the Comment Letter.
Form 8-K filed March 30, 2023
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, page 2
1.
Please revise your disclosure to include a statement of whether the audit committee, or the board of directors in the absence of an audit committee, or authorized officer or officers, discussed with the registrant’s independent accountant the matters disclosed in the filing pursuant to Item 4.02(a)(3).
The Company respectfully acknowledges the Staff’s comment and advises the Staff, that in Item 9B. “Other Information” to its Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 31, 2023 (the “Annual Report”), the Company included the information previously set forth in the Form 8-K and further disclosed:
“On March 30, 2023, the Company’s management and the Audit Committee of the Company, in discussion with the Company’s independent registered accounting firm, WithumSmith+Brown PC, determined that the Company’s Prior Period Financial Statements for the Interim Periods, should no longer be relied upon because of the error in the earnings per share calculations. The Company’s management and the Audit Committee concluded that it is appropriate to restate the Prior Period Financial Statements for the Interim Periods noted above.”
COOLEY LLP 3175 HANOVER STREET PALO ALTO, CA 94304-1130
T: (650) 843-5000 F: (650) 849-7400 COOLEY.COM
U. S. Securities and Exchange Commission
April 11, 2023
Page Two
As the Annual Report was filed within the requisite four business days of the determination date of March 30, 2023, and one business day following the filing of the Form 8-K, the Company respectfully submits that it has provided the missing information with respect to Item 4.02(a)(3), and that an amendment of the Form 8-K is not necessary per General Instruction B.3. to Form 8-K, and upon the filing of the Annual Report and the separate and prominent presentation of the disclosure in Item 9B. “Other Information” investors were adequately advised of the discussions with the Company’s independent accountant with respect to the restatement.
Should you have any questions regarding this matter, please feel free to contact me at (650) 843-5059.
Sincerely,
Cooley LLP
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CORRESP 1 filename1.htm acrx20230411_corresp.htm JOHN T. MCKENNA +1 650 843 5059 jmckenna@cooley.com April 11, 2023 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Kevin W. Vaughn RE: AcelRx Pharmaceuticals, Inc. Current Report on Form 8-K (File No. 001-35068) Filed March 30, 2023 Ladies and Gentlemen: On behalf of AcelRx Pharmaceuticals, Inc. (the “Company”), this letter is being transmitted in response to a comment received from the staff (the “Staff”) of the Securities and Exchange Commission, by letter dated March 30, 2023 (the “Comment Letter”), regarding the Company’s Current Report on Form 8-K, filed on March 30, 2023 (the “Form 8-K”). The text of the Staff’s comment has been included in this letter in italics for your convenience, and we have numbered the paragraph below to correspond to the numbering of the Comment Letter. Form 8-K filed March 30, 2023 Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, page 2 1. Please revise your disclosure to include a statement of whether the audit committee, or the board of directors in the absence of an audit committee, or authorized officer or officers, discussed with the registrant’s independent accountant the matters disclosed in the filing pursuant to Item 4.02(a)(3). The Company respectfully acknowledges the Staff’s comment and advises the Staff, that in Item 9B. “Other Information” to its Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 31, 2023 (the “Annual Report”), the Company included the information previously set forth in the Form 8-K and further disclosed: “On March 30, 2023, the Company’s management and the Audit Committee of the Company, in discussion with the Company’s independent registered accounting firm, WithumSmith+Brown PC, determined that the Company’s Prior Period Financial Statements for the Interim Periods, should no longer be relied upon because of the error in the earnings per share calculations. The Company’s management and the Audit Committee concluded that it is appropriate to restate the Prior Period Financial Statements for the Interim Periods noted above.” COOLEY LLP 3175 HANOVER STREET PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 COOLEY.COM U. S. Securities and Exchange Commission April 11, 2023 Page Two As the Annual Report was filed within the requisite four business days of the determination date of March 30, 2023, and one business day following the filing of the Form 8-K, the Company respectfully submits that it has provided the missing information with respect to Item 4.02(a)(3), and that an amendment of the Form 8-K is not necessary per General Instruction B.3. to Form 8-K, and upon the filing of the Annual Report and the separate and prominent presentation of the disclosure in Item 9B. “Other Information” investors were adequately advised of the discussions with the Company’s independent accountant with respect to the restatement. Should you have any questions regarding this matter, please feel free to contact me at (650) 843-5059. Sincerely, Cooley LLP /s/ John T. McKenna John T. McKenna cc: Raffi Asadorian – AcelRx Pharmaceuticals, Inc. Thomas McCracken – AcelRx Pharmaceuticals, Inc. COOLEY LLP 3175 HANOVER STREET PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 COOLEY.COM