SEC Comment Letter for Phio Pharmaceuticals Corp. (PHIO) (CIK 0001533040) (PHIO) — Apr 3, 2014
Phio Pharmaceuticals Corp. (PHIO) (CIK 0001533040)
Date: April 3, 2014 · CIK: 0001533040 · Accession: 0000000000-14-016828
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-194956
Letter
April 3, 2014 Via E -mail Geert Cauwenbergh, Ph.D. President and Chief Executive Officer RXi Pharmaceuticals Corporation 1500 West Park Drive, Suite 210 Westborough, Massachusetts 01581
Re: RXi Pharmaceuticals Corporation Registration Statement on Form S -3 Filed April 1, 2014 File No. 333-194956
Dear Dr. Cauwenbergh :
We have limited our review of your registration statement to the resolution of your pending confidential treatment request.
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 th e 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 disclosure, they are responsible for the accuracy and adequacy of the disclosures they ha ve made.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from 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 Commission or the staff, acting pursuant to delegated authority, in declaring the fil ing 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 init iated 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
Geert Cauwenbergh, Ph.D. RXi Pharmaceuticals Corporation April 3, 2014 Page 2
of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and th e 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 of the regist ration statement.
Please contact Johnny Gharib at (202) 551 -3170 or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Bryan J. Pitko for
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April 3, 2014 Via E -mail Geert Cauwenbergh, Ph.D. President and Chief Executive Officer RXi Pharmaceuticals Corporation 1500 West Park Drive, Suite 210 Westborough, Massachusetts 01581 Re: RXi Pharmaceuticals Corporation Registration Statement on Form S -3 Filed April 1, 2014 File No. 333-194956 Dear Dr. Cauwenbergh : We have limited our review of your registration statement to the resolution of your pending confidential treatment request. 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 th e 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 disclosure, they are responsible for the accuracy and adequacy of the disclosures they ha ve made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from 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 Commission or the staff, acting pursuant to delegated authority, in declaring the fil ing 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 init iated 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 Geert Cauwenbergh, Ph.D. RXi Pharmaceuticals Corporation April 3, 2014 Page 2 of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and th e 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 of the regist ration statement. Please contact Johnny Gharib at (202) 551 -3170 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Bryan J. Pitko for Jeffrey P. Riedler Assistant Director cc: Via E -mail Ryan A. Murr, Esq. Ropes & Gray LLP