-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NUZ4JW0SGX4+RgjBDwDYtJtisU8uF4tOSiP3hinSU/eZlgIODhhC1FCLQkSVh2w9 eOmYaSAOZuFdk4fVuFBH9Q== 0001047469-03-009869.txt : 20030324 0001047469-03-009869.hdr.sgml : 20030324 20030324151022 ACCESSION NUMBER: 0001047469-03-009869 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MITOKOR CENTRAL INDEX KEY: 0001134433 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330472944 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-84050 FILM NUMBER: 03613832 BUSINESS ADDRESS: STREET 1: 11494 SORRENTO VALLEY RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8587937800 MAIL ADDRESS: STREET 1: 11494 SORRENTO VALLEY RD CITY: SAN DIEGO STATE: CA ZIP: 92121 RW 1 a2106304zrw.htm RW

MitoKor, Inc.
11494 Sorrento Valley Road
San Diego, California 92121
(858) 793-7800

March 24, 2003

VIA EDGAR TRANSMISSION

Attn:

Jeffrey P. Reidler, Assistant Director
Suzanne Purdy, Examiner

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: MITOKOR, INC.—REQUEST TO WITHDRAW REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-84050)—ORIGINALLY FILED ON MARCH 8, 2002

Ladies and Gentlemen:

MitoKor, Inc. (the "Company") hereby requests, pursuant to Rule 477 of Regulation C of the Securities Act of 1933, as amended, (the "Securities Act"), that the registration statement on Form S-1, including all exhibits thereto (File No. 333-84050, as amended), as originally filed by the Company with the Securities and Exchange Commission (the "Commission") on March 8, 2002 (the "Registration Statement") be withdrawn effective immediately. The Company is withdrawing the Registration Statement because of unfavorable market conditions. There was no circulation of preliminary prospectuses in connection with the proposed offering, the Registration Statement was not declared effective by the Commission, and none of the Company's securities were sold pursuant to the Registration Statement.

The Company may undertake a subsequent private offering in reliance on Rule 155(c) of the Securities Act.

The Company requests that the Commission consent to this application on the grounds that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477.

Please provide the Company a facsimile copy of the order consenting to the withdrawal of the Registration Statement as soon as it is available. The facsimile number of the Company is (858) 793-7805. Should you have any questions regarding this matter, please contact the undersigned at (858) 793-7800, or Christian Waage of Gray Cary Ware & Freidenrich LLP at (858) 677-1418.

Sincerely,

/S/ WALTER H. MOOS, PH.D.

Walter H. Moos, Ph.D.
Chief Executive Officer

cc:: Scott Stanton, Esq.—Gray Cary Ware & Freidenrich LLP
Paul E. Hurlburt, NASDAQ National Stock Market, Inc.

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