SEC Comment Letter for ZEVRA THERAPEUTICS, INC. (ZVRA) (CIK 0001434647) (ZVRA) — Mar 31, 2015
ZEVRA THERAPEUTICS, INC. (ZVRA) (CIK 0001434647)
Date: March 31, 2015 · CIK: 0001434647 · Accession: 0000000000-15-018777
AI Filing Summary & Sentiment
File numbers found in text: 333-202660
Letter
March 31 , 2015 Via E -Mail Gordon K. Johnson Chief Financial Officer KemPharm, Inc. 2656 Crosspark Road, Suite 100 Coralville, IA 52241
Re: KemPharm, Inc. Registration Statement on Form S -1 Filed March 11, 2015 File No. 333-202660
Dear Mr. Johnson:
We have reviewed your registration statement and have the following comment . In our comment , we may ask you to 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 . If you do not believe our comments apply 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 registration statement and the information you provide in response to this comment , we may have additional comments.
Non-Management Directors, page 126
1. Please expand the discussion concerning Mr. Tierney to pr ovide a d iscussion of his employment, if any, during 2012.
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 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 disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwith standing our comment , 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:
Gordon K. Johnson KemPharm , Inc. March 31 , 2015 Page 2
should the Commission or the staff, acting pursuant to delegat ed authority, declare the filing effective, it does not foreclose 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
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.
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 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 o f the registration statement.
You may contact Keira Nakada at (202) 551 -3659 or Jim Rosenberg at (202) 551 - 3679 if you have questions regarding comments on the financial statements and related matters. Please contact Preston Brewer at (202) 551-3969 , Dan Greenspan at (202) 551 -3623 or me at (202) 551 - 3715 with any other questions.
Sincerely,
/s/ Daniel Greenspan for
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March 31 , 2015 Via E -Mail Gordon K. Johnson Chief Financial Officer KemPharm, Inc. 2656 Crosspark Road, Suite 100 Coralville, IA 52241 Re: KemPharm, Inc. Registration Statement on Form S -1 Filed March 11, 2015 File No. 333-202660 Dear Mr. Johnson: We have reviewed your registration statement and have the following comment . In our comment , we may ask you to 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 . If you do not believe our comments apply 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 registration statement and the information you provide in response to this comment , we may have additional comments. Non-Management Directors, page 126 1. Please expand the discussion concerning Mr. Tierney to pr ovide a d iscussion of his employment, if any, during 2012. 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 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 disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwith standing our comment , 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: Gordon K. Johnson KemPharm , Inc. March 31 , 2015 Page 2 should the Commission or the staff, acting pursuant to delegat ed authority, declare the filing effective, it does not foreclose 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 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. 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 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 o f the registration statement. You may contact Keira Nakada at (202) 551 -3659 or Jim Rosenberg at (202) 551 - 3679 if you have questions regarding comments on the financial statements and related matters. Please contact Preston Brewer at (202) 551-3969 , Dan Greenspan at (202) 551 -3623 or me at (202) 551 - 3715 with any other questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -Mail Brent Siler, Esq. Matthew P. Dubofsky , Esq. Cooley LLP