SEC Comment Letter for IMMUNIC, INC. (IMUX) (CIK 0001280776) (IMUX) — Sep 12, 2013
IMMUNIC, INC. (IMUX) (CIK 0001280776)
Date: Sept. 12, 2013 · CIK: 0001280776 · Accession: 0000000000-13-050333
AI Filing Summary & Sentiment
Reasoning
Letter
September 12, 2013 Via E -Mail Terrence E. Winters, Ph.D. Co-Chairman of the Board & Chief Executive Officer Vital Therapies, Inc. 15222 Avenue of Science, Suite B San Diego, CA 92128
Re: Vital Therapies, Inc. Revised Draft Registration Statement on Form S -1 Submitted August 30 , 2013 CIK No. 0001280776
Dear D r. Winters:
We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments.
Critical Accounting Policies and Significant Judgments and Estimates Stock -based Compensation, page 46
1. Refer to your response to comment 22, including your new disclosure on page F -26. We are deferring a final evaluation of stock compensation and other costs until your estimated offering price is specified. We may have further comments in this regard, when the amendment containi ng this information is filed. In your response, please confirm that no new equity issuances, including future purchase rights, options, convertible preferred stock, etc., have been issued subsequent to the balance sheet date.
Terrence E. Winters Vital Therapies, Inc. September 12, 2013 Page 2
Notes to the Financial St atements 7. Redeemable Convertible Preferred Stock Future Purchase Rights, page F -25
2. For each issuance of future purchase rights, please disclose the number of future purchase rights issued, the fair value recorded, the fair value of the common stock assumed in the calculation, and any beneficial conversion feature recorded in connection w ith the issuance. Also, for each beneficial conversion feature recorded, provide us with a calculation. In addition, on page 45, you assert that a gain or loss on future purchase rights liabilities depends in part upon fluctuations in the fair value of yo ur common stock. Please explain how the gain of $3.1 million recognized in 2012 and loss of $3.5 million recognized in 2013, as disclosed on page F -22, are consistent with this assertion, particularly considering the fluctuations in the fair value of your common stock, as disclosed on page 48. Please note that we are deferring a final evaluation of the future purchase rights and other costs until your estimated offering price is specified.
General
If you intend to respond to these comments with an amende d draft registration statement , please submit it and any associated correspondence in accordance with the guidance we provide in the Division’s October 11 , 2012 announcement on the SEC website at http://www.sec.gov/divisions/corpfin/cfannouncements/drsfili ngprocedures101512.htm .
You may contact Franklin Wyman at (202) 551 -3660 or Mary Mast at (202) 551 -3613 if you have questions regarding comments on the financial statements and related matters. Please contact Christina De Rosa at (202) 551 -3577 , Bryan Pitko at (202) 551 -3203 or me at (202) 551 - 3715 with any other questions.
Sincerely,
/s/ Bryan J. Pitko for
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September 12, 2013 Via E -Mail Terrence E. Winters, Ph.D. Co-Chairman of the Board & Chief Executive Officer Vital Therapies, Inc. 15222 Avenue of Science, Suite B San Diego, CA 92128 Re: Vital Therapies, Inc. Revised Draft Registration Statement on Form S -1 Submitted August 30 , 2013 CIK No. 0001280776 Dear D r. Winters: We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Critical Accounting Policies and Significant Judgments and Estimates Stock -based Compensation, page 46 1. Refer to your response to comment 22, including your new disclosure on page F -26. We are deferring a final evaluation of stock compensation and other costs until your estimated offering price is specified. We may have further comments in this regard, when the amendment containi ng this information is filed. In your response, please confirm that no new equity issuances, including future purchase rights, options, convertible preferred stock, etc., have been issued subsequent to the balance sheet date. Terrence E. Winters Vital Therapies, Inc. September 12, 2013 Page 2 Notes to the Financial St atements 7. Redeemable Convertible Preferred Stock Future Purchase Rights, page F -25 2. For each issuance of future purchase rights, please disclose the number of future purchase rights issued, the fair value recorded, the fair value of the common stock assumed in the calculation, and any beneficial conversion feature recorded in connection w ith the issuance. Also, for each beneficial conversion feature recorded, provide us with a calculation. In addition, on page 45, you assert that a gain or loss on future purchase rights liabilities depends in part upon fluctuations in the fair value of yo ur common stock. Please explain how the gain of $3.1 million recognized in 2012 and loss of $3.5 million recognized in 2013, as disclosed on page F -22, are consistent with this assertion, particularly considering the fluctuations in the fair value of your common stock, as disclosed on page 48. Please note that we are deferring a final evaluation of the future purchase rights and other costs until your estimated offering price is specified. General If you intend to respond to these comments with an amende d draft registration statement , please submit it and any associated correspondence in accordance with the guidance we provide in the Division’s October 11 , 2012 announcement on the SEC website at http://www.sec.gov/divisions/corpfin/cfannouncements/drsfili ngprocedures101512.htm . You may contact Franklin Wyman at (202) 551 -3660 or Mary Mast at (202) 551 -3613 if you have questions regarding comments on the financial statements and related matters. Please contact Christina De Rosa at (202) 551 -3577 , Bryan Pitko at (202) 551 -3203 or me at (202) 551 - 3715 with any other questions. Sincerely, /s/ Bryan J. Pitko for Jeffrey P. Riedler Assistant Director cc: Via E -Mail Martin J. Waters Wilson Sonsini Goodrich & Rosati, Professional Corporation 12235 El Camino Real, Suite 200 San Diego, CA 92130 -3002