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DLA Piper LLP (US) | |
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51 John F. Kennedy Parkway, Suite 120 | |
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Short Hills, NJ 07078-2704 | |
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www.dlapiper.com | |
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Andrew P. Gilbert | |
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andrew.gilbert@dlapiper.com | |
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T 973.520.2553 | |
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F 973.520.2573 | |
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Partners Responsible for Short Hills Office: |
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Andrew P. Gilbert |
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Michael E. Helmer |
July 24, 2018
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Judiciary Plaza
Washington, D.C. 20549
Attention: Russell Mancuso
Re: Liquidia Technologies, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 23, 2018
File No. 333-225960
Dear Mr. Mancuso:
This letter is submitted on behalf of Liquidia Technologies, Inc. (the Company) in response to the verbal comments of the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission (the Commission) with respect to the Companys Amendment No. 2, filed on July 23, 2018, to the Registration Statement on Form S-1 filed on June 28, 2018 (the Registration Statement).
The responses provided herein are based upon information provided to DLA Piper LLP (US) by the Company. For your convenience, we have italicized the reproduced Staff verbal comment. Unless otherwise indicated, page references in the Companys responses refer to Amendment No. 2. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 2.
1. We note your revised disclosure on page 16. Please tell us why the COPD program will not continue, and provide us your analysis as to whether those reasons must be disclosed in your prospectus.
Response: The Company acknowledges the Staffs comment and respectfully advises the Staff that GSK informed the Company that it was not going to continue the early stage COPD program after completion of its related Phase 1 clinical trial primarily because of a reprioritization of GSKs early stage product candidate portfolio. Pharmaceutical and biotechnology companies routinely discontinue programs for a variety of reasons. GSK has not communicated to the Company any concerns regarding the technical aspects of the Companys PRINT technology as a factor in its decision. GSK has not terminated the GSK ICO agreement and it continues in effect. As disclosed on page 16 and elsewhere in the Registration Statement, GSK continues to express an interest in using PRINT technology for new inhaled programs. The disclosure of the July 20, 2018 formal notice from GSK of its determination to discontinue the COPD program was merely a formality and was consistent with the Companys prior disclosure included in its preliminary prospectus. The Company has disclosed the fact that it does not anticipate any near term revenue from the ICO Agreement and had previously ceased to incur related expenses. For the foregoing reasons, the Company does not believe that the COPD program was material to the Company and the relevant facts regarding the termination are also not material. As such, the Company believes that its disclosure regarding the COPD program is appropriate.
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[Signature page immediately follows.]