SYNERGY PHARMACEUTICALS, INC.
420 Lexington Avenue, Suite 1609
New York, NY 10170
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November 10, 2011 |
VIA ELECTRONIC SUBMISSION
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Karen Ubell
Re: |
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Synergy Pharmaceuticals, Inc. |
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Registration Statement on Form S-3 |
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Filed November 3, 2011 |
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File No. 333-177730 |
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the Securities Act), Synergy 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-3 (File No. 333-177730), together with all exhibits and amendments thereto (collectively, the Registration Statement). The Registration Statement was originally filed with the Commission on November 3, 2011. As the Registrants common stock trades on the OTC QB, the secondary offering by selling stockholders is not eligible to be filed on Form S-3.
The Registrant confirms that no securities have been sold pursuant to the Registration Statement.
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 Registrants counsel, Sichenzia Ross Friedman Ference LLP, Attn: Jeffrey Fessler, 61 Broadway, 32nd Floor, New York, NY 10006, facsimile number (212) 202-7735.
If you have any questions with respect to this matter, please contact Jeffrey Fessler at (212) 930-9700.
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SYNERGY PHARMACEUTICALS, INC. | |
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By: |
/s/ Gary S. Jacob |
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Gary S. Jacob |
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Chief Executive Officer |