OncoGenex Pharmaceuticals, Inc.
1522 217th Place SE, Suite 100
Bothell, WA 98021
July 13, 2009
Jeffrey P. Riedler
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010
Re: OncoGenex Pharmaceuticals Registration Statement on Form S-3 (File No. 333-160251)
filed on June 26, 2009
Ladies and Gentlemen,
On behalf of OncoGenex Pharmaceuticals, Inc. (the Company), this letter responds to the
comments of the Staff of the Securities and Exchange Commission set forth in the letter dated July
9, 2009 relating to the above-referenced registration statement (the Form S-3). On behalf of the
Company, we are filing herewith Amendment No. 1 to the Form S-3 (the Amendment).
Set forth in italicized print below are the Staffs comments, as set forth in the July 9, 2009
comment letter, followed by the Companys responses.
Incorporation by reference of Form 8-K filed on 06/26/09
1. We note that you have not incorporated by reference your Form 8-K filed after filing of
this registration statement on June 26, 2009. Because your Form 8-K filed during the waiting period
for your registration statement to become effective, a statement specifically incorporating this
Form 8-K was required in your disclosure on page 9. Pursuant to Securities Act Forms Compliance and
Disclosure Interpretations 123.05, if a registration statement does not specifically incorporate
reports filed during the waiting period, a pre-effective amendment would be required to
incorporate it. Therefore, please file a pre-effective amendment to incorporate your Form 8-K into
your registration statement.
The Company has amended the Form S-3 to incorporate by reference the above-noted Form 8-K.
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Very truly yours,
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/S/ Stephen Anderson
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Stephen Anderson, |
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Chief Financial Officer |
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cc: Randal R. Jones, Dorsey & Whitney LLP