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Braeburn Pharmaceuticals, Inc.
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47 Hulfish Street, Suite 441
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Princeton, New Jersey 08542-3713
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February 22, 2017
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VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3561
Attention: Joshua Samples
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Re:
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Braeburn Pharmaceuticals, Inc.
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Withdrawal of Registration Statement on Form S-1
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File No. 333-215398
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Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Braeburn Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of its Registration Statement on Form S-1 (File No. 333-215398), together with all exhibits and amendments thereto (collectively, the “Registration Statement”). The Registration Statement was originally filed with the Commission on December 30, 2016. The Registration Statement was not declared effective by the Commission under the Securities Act.
The Registrant has determined not to pursue the initial public offering to which the Registration Statement relates at this time. The terms currently obtainable in the public marketplace are not sufficiently attractive to the Registrant to warrant proceeding with the public offering.
The Registrant confirms that no securities have been sold pursuant to the Registration Statement. Pursuant to Rule 477(c), the Registrant advises the Commission that it may, upon consideration of its financing and strategic options, in reliance on Rule 155(c) promulgated under the Securities Act, undertake a subsequent private offering.
The Registrant 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 Registrant’s counsel, Goodwin Procter LLP, Attn: Laurie A. Burlingame, 100 Northern Avenue, Boston, MA 02210.
If you have any questions with respect to this matter, please contact Laurie A. Burlingame at (617) 570-1879.
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Sincerely,
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BRAEBURN PHARMACEUTICALS, INC.
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/s/ David J. McIntyre
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David J. McIntyre
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Chief Financial Officer
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cc:
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Mitchell S. Bloom, Esq. (Goodwin Procter LLP)
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John M. Mutkoski, Esq. (Goodwin Procter LLP)
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Deanna L. Kirkpatrick, Esq. (Davis Polk & Wardwell LLP)
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