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November 12, 2021
Ms. Ibolya Ignat
Mr. Daniel Gordon
Office of Life Sciences
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Allena Pharmaceuticals, Inc. |
Form 10-K for the fiscal year ended December 31, 2020
Filed March 11, 2021
Form 10-Q for the fiscal quarter ended June 30, 2021
Filed August 12, 2021
File No. 001-38268
Dear Ms. Ignat and Mr. Gordon:
This letter is submitted on behalf of Allena Pharmaceuticals, Inc. (the “Company”) in response to comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s (i) annual report on Form 10-K for the fiscal year ended December 31, 2020, filed on March 11, 2021 (the “10-K”), (ii) Form 10-Q for the fiscal quarter ended June 30, 2021, filed on August 12, 2021 and (iii) Form 10-Q for the fiscal quarter ended March 31, 2021, filed on May 13, 2021 ((ii) and (iii), collectively, the “10-Qs”) , as set forth in the Staff’s letter dated October 29, 2021 to Richard Katz, Chief Financial Officer of the Company (the “Comment Letter”). The Company is concurrently filing its Amendment No. 1 to the 10-K and its Amendment No. 1 to each of the 10-Qs, which include changes to reflect responses to the Staff’s comments and other updates.
For reference purposes, the text of the Comment Letter has been reproduced and italicized herein with responses below each numbered comment. The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.
Form 10-K for the Fiscal Year Ended December 31, 2020
Exhibits 31.1 and 31.2 , page 1
| 1. | We note the officer certifications provided in Exhibits 31.1 and 31.2 do not include the language required in paragraph 4(b). Please amend the filing to provide revised certifications. Ensure the revised certifications refer to the Form 10-K/A and are currently dated. You may file an abbreviated amendment that is limited to the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification. Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation S-K. |
Ms. Ibolya Ignat
Mr. Daniel Gordon
Securities and Exchange Commission
November 12, 2021
Page 2
Response to Comment No. 1. The Company respectfully advises the Staff that it has filed an Amendment No. 1 to the 10-K to include in the officer certifications provided in Exhibits 31.1 and 31.2 the language required in paragraph 4(b).
Form 10-Q for the Quarterly Period Ended June 30, 2021
Exhibits 31.1 and 31.2, page 1
| 2. | We note the officer certifications do not include the language referring to internal control over financial reporting that should appear in the introductory sentence of paragraph 4 and paragraph 4(b). Please amend the filing to include the correct certifications. You may file an abbreviated amendment that includes a cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification. This comment also applies to your Form 10-Q for the quarter ended March 31, 2021. |
Response to Comment No. 2. The Company respectfully advises the Staff that it has filed an Amendment No. 1 to each 10-Q to include in the officer certifications provided in Exhibits 31.1 and 31.2 the introductory sentence of paragraph 4 and the language required in paragraph 4(b).
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Should you have any further comments or questions with regard to the foregoing, please contact the undersigned at (617) 570-1933.
Sincerely,
/s/ Michael Bison
Michael Bison
Partner
Goodwin Procter LLP
| cc: | Louis Brenner, Chief Executive Officer, Allena Pharmaceuticals, Inc. |
Richard Katz, Chief Financial Officer, Allena Pharmaceuticals, Inc.
Kevin Brennan, Vice President of Finance, Allena Pharmaceuticals, Inc