ARCADIA BIOSCIENCES, INC.
202 Cousteau Place, Suite 105
Davis, CA 95618
May 8, 2015
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: |
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Anne Nguyen Parker, Assistant Director |
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Julie Griffith |
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Stephen Kim |
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Doug Jones |
Re: Arcadia Biosciences, Inc. Acceleration Request
Acceleration Request
Requested Date: |
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May 12, 2015 |
Requested Time: |
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4:30 p.m. Eastern Time |
Ladies and Gentlemen:
Arcadia Biosciences, Inc. (the Company) hereby requests that the Securities and Exchange Commission (the Commission) take appropriate action to declare the Companys Registration Statement on Form S-1 (File No. 333-202124), as amended, effective at the Requested Date and Requested Time set forth above or as soon thereafter as practicable.
The Company hereby authorizes Karen A. Dempsey or Christopher J. Austin, both of whom are attorneys with the Companys outside legal counsel, Orrick, Herrington & Sutcliffe LLP, to orally modify or withdraw this request for acceleration.
In connection with this acceleration request, the Company hereby acknowledges that:
· should the Commission or the staff of the Commission, 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 the 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.
The Company requests that it be notified of such effectiveness by a telephone call to Ms. Dempsey at (415) 773-4140, or in her absence, Mr. Austin at (212) 506-5234.
[Signature page follows]
Sincerely, |
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ARCADIA BIOSCIENCES, INC. |
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By: |
/s/ Wendy S. Neal |
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Name: Wendy S. Neal |
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Title: Vice President & Chief Legal Officer |
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Eric J. Rey, Arcadia Biosciences, Inc. |
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Karen A. Dempsey, Orrick, Herrington & Sutcliffe, LLP |
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Christopher J. Austin, Orrick, Herrington & Sutcliffe, LLP |
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Andrew S. Williamson, Cooley LLP |
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May 8, 2015
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: |
Anne Nguyen Parker |
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Julie Griffith |
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Stephen Kim |
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Doug Jones |
Re: Arcadia Biosciences, Inc.
Registration Statement on Form S-1 (File No. 333-202124)
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between April 30, 2015 and the date hereof, approximately 3,397 copies of the Preliminary Prospectus dated April 30, 2015 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.
We wish to advise you that the participating underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:30 p.m. Eastern Time, on Tuesday, May 12, 2015 or as soon thereafter as practicable.
[signature page follows]
Very truly yours, |
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Credit Suisse Securities (USA) LLC |
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J.P. Morgan Securities LLC |
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As representatives of the several underwriters |
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Credit Suisse Securities (USA) LLC |
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By: |
/s/ John M. Traugott |
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Authorized Signatory |
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J.P. Morgan Securities LLC |
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By: |
/s/ Geoff Paul |
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Authorized Signatory |
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[Signature Page to Acceleration Request of the Underwriters]