PRONAI THERAPEUTICS, INC.
2150 – 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E
August 10, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Christina Thomas
| Re: | ProNAi Therapeutics, Inc. Registration Statement on Form S-3 |
| Filed August 1, 2016 (File No. 333-212793) |
Requested Date: August 11, 2016
Requested Time: 4:00 p.m. Eastern Time
Ladies and Gentlemen:
ProNAi Therapeutics, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
The Registrant hereby authorizes Robert Freedman or Amanda Rose, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.
The Registrant 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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant 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 Registrant requests that it be notified of such effectiveness by a telephone call to Ms. Rose at (206) 389-4553, or in her absence, Mr. Freedman at (650) 335-7292.
Sincerely,
PRONAI THERAPEUTICS, INC. | ||
| By: | /s/ Sukhi Jagpal | |
| Sukhi Jagpal | ||
| Chief Financial Officer | ||
cc:
Stephan Graham
Robert Freedman
James Evans
Amanda Rose
Fenwick & West LLP
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