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August 19, 2019

VIA EDGAR AND ELECTRONIC MAIL

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3628
100 F Street, N.E.
Washington, D.C. 20549

Dear Mr. Panos:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated August 15, 2019 (the “Staff Letter”), with regard to the above-referenced matter. We have reviewed the Staff Letter with JFL Partners Fund LP and the other participants in its solicitation (collectively, “JFL Capital”) and provide the following responses on JFL Capital’s behalf. For ease of reference, the comments in the Staff Letter are reproduced in italicized form below. Terms that are not otherwise defined have the meanings ascribed to them in the Proxy Statement.

Schedule 14A

Letter to Stockholders

JFL Capital acknowledges the Staff’s comment and has revised the Proxy Statement accordingly. JFL Capital’s disclosure now provides that “[y]ou can only vote for the Company’s director nominees by signing and returning a proxy card provided by the Company, voting in person at the Annual Meeting or otherwise providing valid voting instructions to the Company (including by telephone or Internet).” Please see the cover letter to the Proxy Statement. 

August 19, 2019

Page 2

JFL Capital acknowledges the Staff’s comment and has revised the Proxy Statement accordingly. JFL Capital’s disclosure now refers to the “Company’s slate of directors.” Please see the cover letter to the Proxy Statement.

Background to the Solicitation, page 5

JFL Capital acknowledges the Staff’s comment and respectfully advises the Staff that Dr. Lawler has consulted his notes from the February 13, 2019 meeting with Dr. Peters and has no recollection of discussing a possible nomination of Dr. Lawler to the Board. As disclosed in the Proxy Statement, Dr. Lawler believes that the first time that Dr. Lawler mentioned that JFL Capital was considering nominating a slate of director candidates was on February 28, 2019.

JFL Capital acknowledges the Staff’s comment and respectfully advises the Staff that Dr. Lawler has consulted his notes from the April 5, 2019 call with Dr. Peters and Ms. Franchi and confirms that the parties also discussed what the Company’s plans were for the future at such time and believes that potential strategic transactions, including the possibility of a reverse merger with a privately held company, were also discussed. The Proxy Statement has been revised to also include “The parties also discussed what the Company’s plans were for the future, and Dr. Lawler inquired about potential strategic transactions, including the possibility of a reverse merger with a privately held company.” Please see page 6 of the Proxy Statement.

With respect to Mr. English’s April 10, 2019 call with Dr. Peters and Ms. Franchi, Mr. English has consulted his notes from such meeting and confirms that he did not inquire regarding the possibility of a potential reverse merger. According to Mr. English, the possibility of a reverse merger was not even on his radar at such time. Mr. English firmly believes that the following statement is correct and embodies the entirety of the April 10, 2019 conversation: “The parties discussed the Company’s drug candidate MM-310, plans for Merrimack’s cash, clinical trials and business generally.”

August 19, 2019

Page 3

Total Shareholder Return, page 10

JFL Capital acknowledges the Staff’s comment and has revised the Proxy Statement accordingly. The disclosure has been revised to provide “[d]espite somewhat ‘recovering’ over the past year (the term being used loosely given the severity of the Company’s stock price underperformance over the past several years), Merrimack’s stock price is still down a staggering 86% since its IPO and over 93% from its peak in April 2015.¹” Please see page 10 of the Proxy Statement.

* * * * *

The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments. Thank you for your assistance.

¹ Source: S&P Data; calculated as of August 5, 2019.