SEC Comment Letter for Avalo Therapeutics, Inc. (AVTX) (CIK 0001534120) (AVTX) — Oct 9, 2019
Avalo Therapeutics, Inc. (AVTX) (CIK 0001534120)
Date: Oct. 9, 2019 · CIK: 0001534120 · Accession: 0000000000-19-014429
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-233978
Letter
October 9, 2019 Joseph Miller Chief Financial Officer Cerecor Inc. 540 Gaither Road, Suite 400 Rockville, Maryland 20850 Re:Cerecor Inc. Registration Statement on Form S-3 Filed September 27, 2019 File No. 333-233978 Dear Mr. Miller: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, 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 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 registration statement and the information you provide in response to this comment, we may have additional comments. Form S-3 filed September 27, 2019 Choice of Forum, page 14 1.We note that your amended and restated certificate of incorporation identifies the Court of Chancery of the State of Delaware as the exclusive form for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would
FirstName LastNameJoseph Miller Comapany NameCerecor Inc. October 9, 2019 Page 2 FirstName LastName Joseph Miller Cerecor Inc. October 9, 2019 Page 2 enforce such provision and that investors cannot waive compliance with federal securities law and the rules and regulations thereunder. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Gregory Dundas, Attorney Adviser, at (202) 551-3436 or Celeste Murphy, Legal Branch Chief, at (202) 551-3257 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Andrew J. Gibbons
Show Raw Text
October 9, 2019
Joseph Miller
Chief Financial Officer
Cerecor Inc.
540 Gaither Road, Suite 400
Rockville, Maryland 20850
Re:Cerecor Inc.
Registration Statement on Form S-3
Filed September 27, 2019
File No. 333-233978
Dear Mr. Miller:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, 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 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 registration statement and the information you
provide in response to this comment, we may have additional comments.
Form S-3 filed September 27, 2019
Choice of Forum, page 14
1.We note that your amended and restated certificate of incorporation identifies the Court of
Chancery of the State of Delaware as the exclusive form for certain litigation, including
any “derivative action.” Please disclose whether this provision applies to actions arising
under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If the provision applies to Securities Act claims, please
also revise your prospectus to state that there is uncertainty as to whether a court would
FirstName LastNameJoseph Miller
Comapany NameCerecor Inc.
October 9, 2019 Page 2
FirstName LastName
Joseph Miller
Cerecor Inc.
October 9, 2019
Page 2
enforce such provision and that investors cannot waive compliance with federal securities
law and the rules and regulations thereunder.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Gregory Dundas, Attorney Adviser, at (202) 551-3436 or Celeste
Murphy, Legal Branch Chief, at (202) 551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Andrew J. Gibbons