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¶ – Release Delayed to: 8/23/17 ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/15/17 Sienna Biopharmaceuticals, Inc. DRS¶ 7/03/17 13:8.8M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: DRS Draft Registration Statement by an Emerging Growth HTML 1.60M
Company or a Foreign Private Issuer
13: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 13K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 620K
Liquidation or Succession
3: EX-3 Articles of Incorporation/Organization or By-Laws HTML 99K
4: EX-3 Articles of Incorporation/Organization or By-Laws HTML 120K
5: EX-10 Material Contract HTML 112K
6: EX-10 Material Contract HTML 46K
7: EX-10 Material Contract HTML 259K
8: EX-10 Material Contract HTML 353K
9: EX-10 Material Contract HTML 68K
10: EX-10 Material Contract HTML 58K
11: EX-10 Material Contract HTML 89K
12: EX-21 Subsidiaries HTML 7K
| COVER |
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140 Scott Drive Tel: +1.650.328.4600 Fax: +1.650.463.2600
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| Re: | Sienna Biopharmaceuticals, Inc. Draft Registration Statement on Form S-1 Confidentially submitted on May 15, 2017 |
Ladies and Gentlemen:
On behalf of Sienna Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), we are hereby transmitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) the Draft Registration Statement on Form S-1 of the Company (the “Draft Registration Statement”) on a confidential basis in accordance with the Jump Start Our Business Startups Act of 2012. This letter is intended to acknowledge to the Staff that the Draft Registration Statement does not include financial statements covering certain periods of an acquired business or pro forma financial statements of the combined entity (collectively, the “Acquired Company Financials”), in each case, that the Company respectfully acknowledges are required in order for the Company’s Registration Statement on Form S-1 to be declared effective.
In particular, in December 2016, the Company acquired all of the outstanding share capital of Creabilis plc, a company incorporated in England and Wales, which the Company has subsequently converted to Creabilis Holding Limited. The Company will include the Acquired Company Financials in a future submission of an amended Draft Registration Statement or, if none, the filing of the Registration Statement on Form S-1; however, at the time of the submission of the Draft Registration Statement, the Company is unable to provide the Acquired Company Financials due to an ongoing financial audit of the acquired business.
On May 5, 2017, the undersigned contacted Mr. James Rosenberg, Senior Assistant Chief Accountant of the Commission’s Division of Healthcare and Insurance, via teleconference and explained the Company’s desire to submit the Draft Registration Statement without the Acquired Company Financials in order to initiate the Staff’s review of the Draft Registration Statement prior to the staleness date for the Company’s fiscal year ended December 31, 2016 financial statements. Mr. Rosenberg advised the undersigned that the Company could proceed with the submission of the Draft Registration Statement on the basis of the described scenario and the Company’s acknowledgement that the Acquired Company Financials are required to be included in a future submission of an amended Draft Registration
Page 2
Statement or filing of the Registration Statement. Mr. Rosenberg requested that the undersigned provide this correspondence with the submission of the Draft Registration Statement acknowledging the conversation and noting the Staff’s confirmation that it will initiate the review of the Draft Registration Statement notwithstanding the exclusion of the Acquired Company Financials.
On the basis of the foregoing, we have submitted the Draft Registration Statement and respectfully request that the Staff initiate its review of the submission. If you have any questions or comments regarding this correspondence, you may contact me by telephone at (650) 463-3014 or via email at Brian.Cuneo@lw.com or by fax at (650) 463-2600.
Very truly yours,
/s/ Brian J. Cuneo
of LATHAM & WATKINS LLP
| cc: | Frederick C. Beddingfield III, M.D., Ph.D., Sienna Biopharmaceuticals, Inc. |
Richard Peterson, Sienna Biopharmaceuticals, Inc.
Timothy K. Andrews, Esq., Sienna Biopharmaceuticals, Inc.
Alan C. Mendelson, Esq., Latham & Watkins LLP
Alexander T. White, Esq., Latham & Watkins LLP
Alan F. Denenberg, Esq., Davis Polk & Wardwell LLP
| This ‘DRS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Release Delayed to: | 7/3/17 | DRS/A, S-1 | ||
| Filed on: | 5/15/17 | D, D/A | ||
| 5/5/17 | ||||
| 12/31/16 | ||||
| List all Filings | ||||