May 13, 2015
BY EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: | AmpliPhi Biosciences Corporation | |
Registration Statement on Form S-1, as amended | ||
File No. 333-203454 | ||
Request for Acceleration of Effectiveness |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective at 4:00 PM, New York City time, on May 14, 2015, or as soon thereafter as possible on such date. The Company also requests the Commission to specifically confirm such effective date and time to the Company in writing.
The Company hereby acknowledges that:
· | Should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
· | The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
· | The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Should you have any questions or require any additional information with respect to this filing, please contact the undersigned at (804) 827-2524. Thank you for your assistance and cooperation.
Sincerely, | |
AMPLIPHI BIOSCIENCES CORPORATION | |
/s/ David E. Bosher | |
David E. Bosher | |
Interim Chief Financial Officer | |
AmpliPhi Biosciences Corporation |
cc: | Stephen B. Thau, Esq., Morrison & Foerster LLP |
US: 800 East Leigh Street, Suite 209, Richmond, VA 23219
AU: Unit 7 27 Dale Street, Brookvale 2100 NSW