SEC Comment Letter 0000000000-24-013026 to LUMOS PHARMA, INC. (CIK 0001126234)
LUMOS PHARMA, INC. (CIK 0001126234)
Date: Nov. 22, 2024 · CIK: 0001126234 · Accession: 0000000000-24-013026
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November 22, 2024
Robert Suffoletta
Partner
LUMOS PHARMA, INC.
Wilson Sonsini Goodrich & Rosati
900 South Capital of Texas Highway
Las Cimas IV, Fifth Floor
Austin, TX 78746-5546
Re: LUMOS PHARMA, INC.
Schedule 14D-9 filed November 14, 2024
File No. 005-86491
Dear Robert Suffoletta:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments.
Schedule 14D-9 filed by
Certain Unaudited Prospective Financial Projections of Lumos, page 29
1. Given that your shareholders may receive payments pursuant to the terms
of the CVR
related to the company's future operations, please revise this section
to disclose the
full financial projections instead of their summary. Refer to Item 8 of
Schedule 14D-
9 and corresponding Item 1011(c) of Regulation M-A, which provision
requires a
filer to furnish additional material information if necessary to make
the required
statements, in light of the circumstances under which they are made, not
materially
misleading.
Regulatory Approvals -- Cautionary Note Regarding Forward-Looking Statements,
page 49
2. We note the first sentence in this section stating that the "...Schedule
14D-9 contains
'forward-looking statements' within the meaning of the Private
Securities Litigation
November 22, 2024
Page 2
Reform Act of 1995..." The safe harbor provisions of that Act do not
apply to
statements made in connection with a tender offer. See Section
21E(b)(2)(C) of the
Securities and Exchange Act of 1934. Please revise.
We remind you that the filing person is responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.
Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of
Corporation Finance
Office of Mergers &
Acquisitions
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