January 16, 2019
Via
EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4720
Washington, D.C. 20549
Attn: Mara L. Ransom
Re: Withdrawal of
Registration Statement on Form
S-1
(File
No. 333-227057)
Dear
Ms. Ransom:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the
Securities Act
),
Alzheon, Inc. (the
Company
) hereby requests that the Registration Statement on Form
S-1
(File
No. 333-227057),
initially filed with the
Securities and Exchange Commission (the
Commission
) on August 27, 2018 (as amended, the
Registration Statement
) and all exhibits thereto, be withdrawn effective as of the date hereof or at the earliest
practicable date hereafter.
The Company is seeking withdrawal of the Registration Statement because it is no longer pursuing an initial
public offering of its common stock. The Registration Statement has not been declared effective, and none of the Companys securities have been sold pursuant to the Registration Statement. Pursuant to Rule 477(c) under the Securities Act, the
Company advises the Commission that it may undertake a subsequent private offering in reliance on Rule 155(c) promulgated under the Securities Act.
The Company further requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with
the filing of the Registration Statement be credited for future use.
Please send copies of the written order granting withdrawal of the
Registration Statement to the undersigned at Alzheon, Inc., 111 Speen Street, Suite 306, Framingham, Massachusetts 01701, facsimile number (508)
861-1500,
with a copy to Peter N. Handrinos, Latham &
Watkins LLP, 200 Clarendon Street, Boston, Massachusetts 02116, facsimile number (617)
948-6001.
In addition, the Company requests that its registration statement on Form
8-A
(File
No. 001-38444),
filed with the Commission on September 28, 2018, be withdrawn effective as of the date hereof or at the earliest practicable date hereafter.
111 Speen Street, Suite 306 |
Framingham, MA 01701
Telephone: 508.861.7709 x 200 | Fax: 508.861.1500
www.alzheon.com