12670 High Bluff Drive | ||||
San Diego, California 92130 | ||||
Tel: +1.858.523.5400 Fax: +1.858.523.5450 | ||||
www.lw.com | ||||
![]() | FIRM / AFFILIATE OFFICES | |||
Abu Dhabi | Milan | |||
Barcelona | Moscow | |||
Beijing | Munich | |||
Boston | New Jersey | |||
Brussels | New York | |||
Century City | Orange County | |||
May 1, 2015 | Chicago | Paris | ||
Doha | Riyadh | |||
Dubai | Rome | |||
Düsseldorf | San Diego | |||
Frankfurt | San Francisco | |||
VIA EDGAR | Hamburg | Shanghai | ||
Hong Kong | Silicon Valley | |||
Jeffrey P. Riedler | Houston | Singapore | ||
Assistant Director | London | Tokyo | ||
Division of Corporation Finance | Los Angeles | Washington, D.C. | ||
Securities and Exchange Commission | Madrid |
100 F Street N.E.
Washington, D.C. 20549
Re: | Zogenix, Inc. |
Preliminary Proxy Statement on Schedule 14A |
Filed on April 27, 2015 |
File No. 001-34962 |
Dear Mr. Riedler:
We are in receipt of the Staff’s letter dated April 30, 2015 with respect to Zogenix, Inc.’s (“Zogenix”) Preliminary Proxy Statement on Schedule 14A filed on April 27, 2015, File No. 001-34962. For ease of reference, we have set forth the Staff’s comment and Zogenix’s response below.
1. | “We note that your proposal to effect a reverse stock split of the outstanding common stock will result in additional authorized but unissued shares. Please expand your disclosure to describe whether management has any specific plans, arrangements or understandings, written or oral, to issue any of the shares that will be newly available as a result of the amendment to the company’s certificate of incorporation. If such plans arrangements, etc. do exist, please provide disclosure of the material terms of such anticipated issuances of which management is currently aware.”. |
Zogenix’s response: Zogenix acknowledges the Staff’s comment and will revise the disclosure on pages 21 and 22 of Zogenix’s Definitive Proxy Statement to add the following:
“However, we currently have no plans, arrangements or understandings, written or oral, to issue these additional authorized shares.”
Zogenix acknowledges that:
May 1, 2015
Page 2
• | the company is responsible for the adequacy and accuracy of the disclosure in the filing; |
• | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
• | the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
* * *
May 1, 2015
Page 3
Please contact the undersigned at (858) 523-3962 if you have any questions regarding the foregoing.
Very truly yours,
/s/ Matthew T. Bush
Matthew T. Bush
of LATHAM & WATKINS LLP
Enclosure
cc: | Stephen J. Farr, Ph.D.,Zogenix, Inc. |