WAFERGEN BIO-SYSTEMS, INC.
7400 Paseo Padre Parkway
Fremont, CA 94555
(510) 651-4450
November 2, 2011
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 3030
Washington, D.C. 20549
Attention: | Russell Mancuso |
Gabriel Eckstein | |
Kevin Vaughn | |
Tara Harkins | |
Re: | WaferGen Bio-systems, Inc. |
Registration Statement on Form S-1, Filed July 12, 2011 (as amended) | |
File No. 333-175507 | |
Amended Request for Acceleration |
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, WaferGen Bio-systems, Inc. (the “Registrant”), hereby requests that the above-referenced Registration Statement be declared effective at 9:00 a.m. (Eastern Time), on November 4, 2011, or as soon as practicable. This is an amended acceleration request and replaces the Registrant's request filed on November 2, 2011.
The Registrant hereby acknowledges that:
(i) | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
(ii) | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
(iii) | the Registrant 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. |
Please advise John M. Rafferty of Morrison & Foerster LLP at (415) 268-6897 when the order permitting such Registration Statement to become effective is issued.
Very truly yours, | ||||
WAFERGEN BIO-SYSTEMS, INC. | ||||
By: | /s/ Donald Huffman | |||
Donald Huffman | ||||
Office of the President and | ||||
Chief Financial Officer |