SEC Comment Letter for Outlook Therapeutics, Inc. (OTLK) (CIK 0001649989) (OTLK) — Jul 11, 2016
Outlook Therapeutics, Inc. (OTLK) (CIK 0001649989)
Date: July 11, 2016 · CIK: 0001649989 · Accession: 0000000000-16-083779
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File numbers found in text: 333-212351
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Mail Stop 4720 July 11, 2016 Pankaj Mohan, Ph.D. President and Chief Executive Officer Oncobiologics, Inc. 7 Clarke Drive Cranbury, New Jersey 08512 Re: Oncobiologics, Inc. Registration Statement on Form S-1 Filed June 30, 2016 File No. 333-212351 Dear Dr. Mohan : 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 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 Pankaj Mohan, Ph.D. Oncobiologics, Inc. July 11, 2016 Page 2 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 registered securities . Please contact Dorrie Yale at 202 -551-8776 and Erin Jaskot at 202-551-3442 with any questions. Sincerely, /s/ Erin K. Jaskot, for Suzanne Hayes Assistant Director Office of Insurance and Healthcare cc: Yvan -Claude J. Pierre — Cooley LLP