Med BioGene Inc.
701 West Georgia Street, Suite 1500
Vancouver, British Columbia V7Y 1C6
Canada
February 2, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Re: | Med BioGene Inc. File No. 333-164050 | |
Application for Withdrawal on Form RW pursuant to Rule 477 of the Securities Act of 1933 of the Registration Statement on Form F-1 |
Ladies and Gentlemen:
Pursuant to Rule 477 (Rule 477) promulgated under the Securities Act of 1933, as amended (the Securities Act), Med BioGene Inc. (the Registrant) hereby requests that the U.S. Securities and Exchange Commission (the Commission) consent to the withdrawal of the Companys Registration Statement on Form F-1 (File No. 333-164050) as filed with the Commission on June 22, 2010, together with all exhibits thereto (the Registration Statement).
The Registrant is requesting the withdrawal of the Registration Statement because the Registrant has decided not to pursue an initial public offering of its securities at this time due to the availability of other opportunities that the Board of Directors of the Company deemed to be in the best interests of the Company and its shareholders. The Registration Statement was not declared effective by the Commission and none of the Registrants securities were sold pursuant to the Registration Statement. The Registrant believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477.
The Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, the Registrant requests, in accordance with Rule 457(p) under the Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Registrants account to be offset against the filing fee for any future registration statement or registration statements of the Registrant or an affiliate.
It is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen days after such date, the Registrant receives notice from the Commission that this application will not be granted.
February 2, 2012
Page 2
If you have any questions regarding the foregoing application for withdrawal, please contact the Companys counsel, Kevin K. Rooney, Esq. of Sheppard Mullin Richter & Hampton, LLP, at (650) 815-2625.
Sincerely, | ||
Med BioGene Inc. | ||
By: | /s/ Erinn Broshko | |
Erinn Broshko | ||
Chief Executive Officer |