SEC Company Response from Grace Therapeutics, Inc. (GRCE) (CIK 0001444192) (GRCE) — Nov 16, 2017
Grace Therapeutics, Inc. (GRCE) (CIK 0001444192)
Date: Nov. 16, 2017 · CIK: 0001444192 · Accession: 0001193125-17-345673
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-220755
Referenced dates: October 10, 2017
Letter
New York
Toronto
Montréal
Calgary
Ottawa
Vancouver
Osler, Hoskin & Harcourt LLP
620 8th Avenue – 36th Floor
New York, N.Y. 10018
212.867.5800 MAIN
212.867.5802 FACSIMILE
November 16, 2017
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Attention: Jeffrey Gabor and Suzanne Hayes
Re: Acasti Pharma Inc.
Registration Statement on Form F-1
Filed September 29, 2017
File No. 333-220755
Ladies and Gentlemen:
On behalf of Acasti Pharma Inc. (the “Company”), we are today filing with the U.S. Securities and Exchange Commission (the “Commission”) Amendment No. 1 to the Company’s registration statement on Form F-1, filed on September 29, 2017. Amendment No. 1 is filed with the Commission in response to the comments received from the Staff’s letter dated October 10, 2017 (the “Staff’s Letter”).
For ease of review, the staff’s comments have been reproduced below in italics and numbered as in the Staff’s Letter, followed by the Company’s response.
Form F-1 Filed September 29, 2017
1. Please revise your prospectus to disclose the number of shares to be offered. For guidance, please refer to Rule 430A and Compliance Disclosure Interpretation, Securities Act Rules, Question 227.02
Response: The registration statement cover page and certain other sections of the registration statement have been updated to disclose the number of shares expected to be offered.
2. We note that you have included your recent trading price on the prospectus cover page. Please clarify that the offering price will be substantially similar to the market price or describe the method by which the price is to be determined. See Instruction 2 to Item 501(b)(3) of Regulation S-K. Additionally, please explain the statement on page 101, “[A]fter the public offering, the offering price and other selling terms may be changed by the underwriters.”
Response: The registration statement cover page has been updated to include the following statement: “The final public offering price will be determined through negotiation between us and the lead underwriters in the offering and the recent market price used throughout this prospectus may not be indicative of the final offering price.” In addition, we have deleted the statement “After the public offering of the shares, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside the United States may be made by affiliates of the underwriters.” from the Underwriting section of the registration statement.
Should you have any questions with respect to this letter, please contact the undersigned at 212-991-2533.
Sincerely,
/s/ Jason Comerford
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CORRESP 1 filename1.htm CORRESP New York Toronto Montréal Calgary Ottawa Vancouver Osler, Hoskin & Harcourt LLP 620 8th Avenue – 36th Floor New York, N.Y. 10018 212.867.5800 MAIN 212.867.5802 FACSIMILE November 16, 2017 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: Jeffrey Gabor and Suzanne Hayes Re: Acasti Pharma Inc. Registration Statement on Form F-1 Filed September 29, 2017 File No. 333-220755 Ladies and Gentlemen: On behalf of Acasti Pharma Inc. (the “Company”), we are today filing with the U.S. Securities and Exchange Commission (the “Commission”) Amendment No. 1 to the Company’s registration statement on Form F-1, filed on September 29, 2017. Amendment No. 1 is filed with the Commission in response to the comments received from the Staff’s letter dated October 10, 2017 (the “Staff’s Letter”). For ease of review, the staff’s comments have been reproduced below in italics and numbered as in the Staff’s Letter, followed by the Company’s response. Form F-1 Filed September 29, 2017 1. Please revise your prospectus to disclose the number of shares to be offered. For guidance, please refer to Rule 430A and Compliance Disclosure Interpretation, Securities Act Rules, Question 227.02 Response: The registration statement cover page and certain other sections of the registration statement have been updated to disclose the number of shares expected to be offered. 2. We note that you have included your recent trading price on the prospectus cover page. Please clarify that the offering price will be substantially similar to the market price or describe the method by which the price is to be determined. See Instruction 2 to Item 501(b)(3) of Regulation S-K. Additionally, please explain the statement on page 101, “[A]fter the public offering, the offering price and other selling terms may be changed by the underwriters.” Response: The registration statement cover page has been updated to include the following statement: “The final public offering price will be determined through negotiation between us and the lead underwriters in the offering and the recent market price used throughout this prospectus may not be indicative of the final offering price.” In addition, we have deleted the statement “After the public offering of the shares, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside the United States may be made by affiliates of the underwriters.” from the Underwriting section of the registration statement. Should you have any questions with respect to this letter, please contact the undersigned at 212-991-2533. Sincerely, /s/ Jason Comerford cc: Janelle D’Alvise, Acasti Pharma Inc. Linda O’Keefe, Acasti Pharma Inc.