SEC Comment Letter for Minerva Neurosciences, Inc. (NERV) (CIK 0001598646) (NERV) — Jul 23, 2015
Minerva Neurosciences, Inc. (NERV) (CIK 0001598646)
Date: July 23, 2015 · CIK: 0001598646 · Accession: 0000000000-15-038203
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-205764
Letter
July 23, 2015 Via E -mail Remy Luthringer President and Chief Executive Officer Minerva Neurosciences, Inc. 1601 Trapelo Road Suite 284 Waltham, MA 02451
Re: Minerva Neurosciences, Inc. Registration Statement on Form S-3 Filed July 21, 2015 File No. 333-205764
Dear Mr. Luthringer :
This is to advise you that we have not reviewed and will not review your registration statement .
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 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 have made.
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:
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 wit h 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 th e 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.
Remy Luthringer Minerva Neurosciences, Inc. July 2 3, 2015 Page 2
Please refer to Rules 460 and 4 61 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 u nder the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact Scot Foley at (202) 551 -3383 or Bryan Pitko (202) 551 -3203 with any questions.
Sincerely,
/s/ Bryan J. Pitko for
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July 23, 2015 Via E -mail Remy Luthringer President and Chief Executive Officer Minerva Neurosciences, Inc. 1601 Trapelo Road Suite 284 Waltham, MA 02451 Re: Minerva Neurosciences, Inc. Registration Statement on Form S-3 Filed July 21, 2015 File No. 333-205764 Dear Mr. Luthringer : This is to advise you that we have not reviewed and will not review your registration statement . 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 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 have made. 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: 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 wit h 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 th e 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. Remy Luthringer Minerva Neurosciences, Inc. July 2 3, 2015 Page 2 Please refer to Rules 460 and 4 61 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 u nder the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Scot Foley at (202) 551 -3383 or Bryan Pitko (202) 551 -3203 with any questions. Sincerely, /s/ Bryan J. Pitko for Jeffrey P. Riedler Assistant Director cc: Marc Recht Nicole Brookshire Richard Segal Cooley LLP 500 Boylston Street, 14th Floor Boston, MA 02116