Securities Act of 1933
January 31, 2008
Response of the Office of International Corporate Finance
Division of Corporation Finance
Oncothyreon Inc. and Biomira Inc.
Incoming letter dated January 28, 2008
Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings defined in your letter.
- The reporting history of Biomira under the Exchange Act may be taken into account to determine whether Oncothyreon is eligible to use Form S-3 or Form S-8 under the Securities Act, and to determine whether Oncothyreon may furnish information in a Form S-4 under the Securities Act in the manner permitted for a company that is eligible to use Form S-3, as contemplated by General Instructions B.1.a and B.1.b of Form S-4;
- Without necessarily agreeing with your analysis, the Division will not object if Oncothyreon, as successor to Biomira, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by Biomira's currently effective registration statements on Forms F-10 and S-8. Instead, Oncothyreon may adopt Biomira's registration statements pursuant to Rule 414 under the Securities Act by filing post-effective amendments to those registration statements on the applicable domestic form;
- Oncothyreon's Exchange Act reporting history may be taken into account when determining Biomira's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act;
- Average weekly reported trading volume in Oncothyreon common stock during the time periods specified by Rule 144(e)(1) may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e);
- Persons who have filed statements on Schedule 13D or 13G under the Exchange Act reporting beneficial ownership of Biomira common stock will not be required to file additional or amended statements on Schedule 13D or 13G as a result of the reorganization, provided that they note in their next filings on Schedule 13D or 13G that Oncothyreon is the successor to Biomira.
- Oncothyreon may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Rule 174(b) exemption from the prospectus delivery requirement of Section 4(3) of the Securities Act.
These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.
The Incoming Letter is in Acrobat format.