SEC Company Response from Passage BIO, Inc. (PASG) (CIK 0001787297) (PASG) — Feb 25, 2020
Passage BIO, Inc. (PASG) (CIK 0001787297)
Date: Feb. 25, 2020 · CIK: 0001787297 · Accession: 0001104659-20-024698
AI Filing Summary & Sentiment
File numbers found in text: 001-39231, 333-236214
Letter
Passage Bio, Inc.
Two Commerce Square 2001 Market Street, 28th Floor Philadelphia, PA 19103
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Healthcare & Insurance
100 F Street, NE
Washington, DC 20549
Attention:
Ada Sarmento Joseph McCann Tara Harkins Terence O’Brien
Re:
Passage Bio, Inc. Registration Statement on Form S-1 (File No. 333-236214) originally filed on February 3, 2020, and corresponding Registration Statement on Form 8-A (File No. 001-39231) filed February 18, 2020
Requested Date: February 27, 2020
Requested Time: 4:00 PM Eastern Time
Ladies and Gentlemen:
Passage Bio, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to declare the above-captioned Registration Statements on Form S-1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
The Registrant hereby authorizes Robert A. Freedman or Ryan Mitteness, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.
Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact Mr. Freedman at (650) 335-7292, or, in his absence, Mr. Mitteness at (206) 389-4533.
***
U.S. Securities and Exchange Commission
February 25, 2020
Page 2
Sincerely,
/s/ Bruce Goldsmith
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CORRESP
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Passage Bio, Inc.
Two Commerce Square
2001 Market Street, 28th Floor
Philadelphia, PA 19103
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Healthcare & Insurance
100 F Street, NE
Washington, DC 20549
Attention:
Ada Sarmento
Joseph McCann
Tara Harkins
Terence O’Brien
Re:
Passage Bio, Inc.
Registration Statement on Form S-1 (File No. 333-236214) originally filed on February 3, 2020, and corresponding Registration Statement on Form 8-A (File No. 001-39231) filed February 18, 2020
Requested Date: February 27, 2020
Requested Time: 4:00 PM Eastern Time
Ladies and Gentlemen:
Passage Bio, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to declare the above-captioned Registration Statements on Form S-1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
The Registrant hereby authorizes Robert A. Freedman or Ryan Mitteness, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.
Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact Mr. Freedman at (650) 335-7292, or, in his absence, Mr. Mitteness at (206) 389-4533.
***
U.S. Securities and Exchange Commission
February 25, 2020
Page 2
Sincerely,
/s/ Bruce Goldsmith
Chief Executive Officer and President
Cc Jill M. Quigley, Chief Operating Officer
Edgar B. (Chip) Cale, General Counsel
Passage Bio, Inc.
Effie Toshav, Esq.
Robert Freedman, Esq.
Ryan Mitteness, Esq.
Fenwick & West LLP
Brent Siler, Esq.
Divakar Gupta, Esq.
Darah Protas, Esq.
Cooley LLP
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