SEC Company Response from Outlook Therapeutics, Inc. (OTLK) (CIK 0001649989) (OTLK) — Jun 21, 2019
Outlook Therapeutics, Inc. (OTLK) (CIK 0001649989)
Date: June 21, 2019 · CIK: 0001649989 · Accession: 0001144204-19-031927
AI Filing Summary & Sentiment
File numbers found in text: 333-231922
Letter
Marianne Sarrazin
+ 1 415 693 2157
msarrazin@cooley.com
Via EDGAR
June 21, 2019
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Sonia Bednarowski
Re: Outlook Therapeutics, Inc.
Registration Statement on Form S-3
Filed on June 3, 2019
SEC File No. 333-231922
Ladies and Gentlemen:
On behalf of our client, Outlook Therapeutics, Inc. (the “Company”), we are providing this response letter in response to a comment conveyed orally on June 12, 2019 (the “Comment”) by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), relating to the above referenced Registration Statement on Form S-3, as filed with the Commission on June 3, 2019 (the “Registration Statement”).
We have incorporated the Comment into this response letter in italics.
Please confirm that you intend to comply with the requirements of instruction I.B.6 to Form S-3 or explain why you believe you are eligible under instruction I.B.I of Form S-3.
1. Although the Company had a minimum public float in excess of $75.0 million on June 3, 2019, the date of filing the Registration Statement (calculated based on its shares outstanding on such date held by non-affiliates and a price at which its equity was last sold as of a date within 60 days prior to such Registration Statement filing date, and in reliance on Compliance and Disclosure Interpretation 116.06 (“C&DI 116.06”), which contemplates that the number of shares outstanding on the date of filing might be used, together with the average price of stock for any day within the 60-day period), the Company nevertheless respectfully acknowledges the Staff’s concern and commentary regarding C&DI 116.06. Accordingly, we respectfully advise the Staff that the Company intends to comply with the limitations set forth in Instruction I.B.6 to Form S-3 with respect to offerings of its securities under the Registration Statement until such time as it is no longer subject to such limitations.
* * * *
June 21, 2019
Page 2
Please contact me at + 1 415 693 2157 or Yvan-Claude Pierre at + 1 212 479 6721 with any questions regarding the Company’s responses to the Staff’s Comment or if you require further information. Thank you in advance for your attention to this matter.
Very truly yours,
/s/ Marianne Sarrazin
Show Raw Text
CORRESP
1
filename1.htm
Marianne Sarrazin
+ 1 415 693 2157
msarrazin@cooley.com
Via EDGAR
June 21, 2019
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Sonia Bednarowski
Re:
Outlook Therapeutics, Inc.
Registration Statement on Form S-3
Filed on June 3, 2019
SEC File No. 333-231922
Ladies and Gentlemen:
On behalf of our client, Outlook Therapeutics,
Inc. (the “Company”), we are providing this response letter in response to a comment conveyed orally
on June 12, 2019 (the “Comment”) by the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), relating to the above referenced Registration Statement on
Form S-3, as filed with the Commission on June 3, 2019 (the “Registration Statement”).
We have incorporated the Comment into
this response letter in italics.
Please confirm that you intend to comply with the requirements
of instruction I.B.6 to Form S-3 or explain why you believe you are eligible under instruction I.B.I of Form S-3.
1. Although the Company had a minimum public float in excess of $75.0 million on June 3, 2019, the date of filing the Registration
Statement (calculated based on its shares outstanding on such date held by non-affiliates and a price at which its equity was last
sold as of a date within 60 days prior to such Registration Statement filing date, and in reliance on Compliance and Disclosure
Interpretation 116.06 (“C&DI 116.06”), which contemplates that the number of shares outstanding on
the date of filing might be used, together with the average price of stock for any day within the 60-day period), the Company nevertheless
respectfully acknowledges the Staff’s concern and commentary regarding C&DI 116.06. Accordingly, we respectfully advise
the Staff that the Company intends to comply with the limitations set forth in Instruction I.B.6 to Form S-3 with respect to offerings
of its securities under the Registration Statement until such time as it is no longer subject to such limitations.
* * * *
June 21, 2019
Page 2
Please contact me at + 1 415 693 2157 or
Yvan-Claude Pierre at + 1 212 479 6721 with any questions regarding the Company’s responses to the Staff’s Comment
or if you require further information. Thank you in advance for your attention to this matter.
Very truly yours,
/s/ Marianne Sarrazin
Marianne Sarrazin
cc: Lawrence A. Kenyon, Outlook Therapeutics, Inc.
Yvan-Claude Pierre,
Cooley LLP