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SEC Comment Letter for Fortress Biotech, Inc. (FBIO, FBIOP) (CIK 0001429260) (FBIO) — Oct 6, 2011

Fortress Biotech, Inc. (FBIO, FBIOP) (CIK 0001429260)
Date: Oct. 6, 2011 · CIK: 0001429260 · Accession: 0000000000-11-059138

Offering / Registration Process Financial Reporting Regulatory Compliance

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File numbers found in text: 333-177041

Date
October 6, 2011
Author
Jeffrey P. Riedler
Form
UPLOAD
Company
Fortress Biotech, Inc. (FBIO, FBIOP) (CIK 0001429260)

Letter

October 6, 2011 Via Email Bobby W. Sandage, Jr., PhD. Chief Executive Officer Coronado Biosciences, Inc. 15 New England Executive Park Burlington, MA 01803 Re: Coronado Biosciences, Inc. Registration Statement on Form S-1 Filed September 28, 2011 File No. 333-177041

Dear Dr. Sandage: We have limited our review of your registra tion statement to those issues we have addressed in our comment below. In our commen t we ask that you 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. Where 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 re gistration statement and the information you provide in response to this comment, we may have additional comments.

Description of Private Placements

1. Please revise the registration statement to cl early discuss the facts and circumstances of the private placement transactions through which each of the selling stockholders acquired the shares being registered in the resale transaction cove red by the registration statement.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Bobby W. Sandage, Jr., PhD. Coronado Biosciences, Inc. October 6, 2011 Page 2

Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please pr ovide a written statement from the company acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose the Co mmission 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

 the company may not assert staff comments a nd 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. Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a written request for acceleration of the effective date of the regi stration statement as confirmation of the fact that those reques ting acceleration are aware of thei r respective responsibilities under the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed public offering of the securities specified in th e above registration stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Laura Crotty at (202) 551-3563 or me at (202) 551-3715 with any questions. Sincerely, /s/ Jeffrey P. Riedler Jeffrey P. Riedler Assistant Director cc: David Levine (Loeb & Loeb LLP)

Show Raw Text
October 6, 2011
 Via Email

Bobby W. Sandage, Jr., PhD. Chief Executive Officer  Coronado Biosciences, Inc.
15 New England Executive Park  Burlington, MA 01803
Re: Coronado Biosciences, Inc.
  Registration Statement on Form S-1
Filed September 28, 2011
  File No. 333-177041

Dear Dr. Sandage:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comment below.  In our commen t we ask that you 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.  Where 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 re gistration statement and the information you
provide in response to this comment, we may have additional comments.

Description of Private Placements

1. Please revise the registration statement to cl early discuss the facts and circumstances of
the private placement transactions through which each of the selling stockholders
acquired the shares being registered in the resale transaction cove red by the registration
statement.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Bobby W. Sandage, Jr., PhD. Coronado Biosciences, Inc.
October 6, 2011 Page 2

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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

 the company may not assert staff comments a nd 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.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Laura Crotty at (202) 551-3563 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Jeffrey P. Riedler
Jeffrey P. Riedler Assistant Director
cc: David Levine (Loeb & Loeb LLP)