SEC Comment Letter for ROCKET PHARMACEUTICALS, INC. (RCKT, RCKTW) (CIK 0001281895) (RCKT) — Oct 14, 2014
ROCKET PHARMACEUTICALS, INC. (RCKT, RCKTW) (CIK 0001281895)
Date: Oct. 14, 2014 · CIK: 0001281895 · Accession: 0000000000-14-051313
AI Filing Summary & Sentiment
Reasoning
Letter
October 14, 2014 Via E -mail David P. Southwell President and Chief Executive Officer Inotek Pharmaceuticals Corporation 131 Hartwell Avenue, Suite 105 Lexington, MA 02421
Re: Inotek Pharmaceuticals Corporation Amendment No. 1 to Draft Registration Statement on Form S -1 Submitted September 29, 2014 CIK No. 0001281895
Dear Mr. Southwell:
We have reviewed your amended confidential draft registration statement and have the following additional comments. In some of our comments, we may ask you to provide us with infor mation so we may better understand your disclosure.
Please respond to this letter by providing the requested infor mation and either submitting an a mended confidential draft registration state ment or publicly filing your registration state ment on EDGAR. If you do not believe our comments apply to your facts and circu mstances or do not believe an amendment is a ppropriate, please tell us why in your response.
After revie wing the infor mation you provide in response to these com ments and your amended confidential draft registration state ment or filed registration state ment, we may have additio nal co mments.
Use of Proceeds, page 56
1. We note your response to our prior comment 6 and reissue the comment. Please revise your use of proceeds disclosure to discuss how far proceeds from the offering will allow you to progress towards the uses you have identified. For example, if you do not expect your current funds along with proceeds from this offering to allow you to complete both Phase 3 trials for trabodenoson monotherapy, you should provide an estimate of what the application of these proceeds will allow you to accomplish as to each par tially funded Phase 3 trial. Likewise, you should discuss how far towards completion of the Phase 2 trials for FDC product candidate the offering proceeds and your current funds will allow you to progress. You may, as necessary, provide additional disclo sure that advises investors of the particular factors and assumptions
David P. Southwell Inotek Pharmaceuticals Corporation October 14 , 2014 Page 2
that form the basis of your estimates including any uncertainty surrounding the estimates and the reasons that the actual use of proceeds could vary. Please make any necessary conformin g changes to your Prospectus Summary as well.
Directors and Executive Officers, page 115
2. Please revise your disclosure to describe Mr. Ritter’s specific business experience during the past five years as required by Item 401(e)(1) of Regulation S -K.
If you intend to respond to these comments with an amended 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/drsfilingprocedures101512.htm.
Please keep in mind that we may publicly post filing review correspondence in accordance with our December 1, 2011 policy (http://www.sec.gov/divisions/corpfin/cfannouncements/e dgarcorrespondence.htm). If you intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the correspondence you submit on EDGAR, please properly mark that information in each of your confidential submissions to us so we do not repeat or refer to that information in our comment letters to you.
You may contact Scott Wuenschell at (202) 551 -3705 or Joel Parker at (202) 551 -3651 if you have questions regarding comments on the financial statements and related matters. Please contact Austin Stephenson at (202) 551 -3192, Bryan Pitko at (202) 551 -3203, or me at (202) 551-3715 with any other questions.
Sincerely,
/s/ Bryan J. Pitko for
Show Raw Text
October 14, 2014
Via E -mail
David P. Southwell
President and Chief Executive Officer
Inotek Pharmaceuticals Corporation
131 Hartwell Avenue, Suite 105
Lexington, MA 02421
Re: Inotek Pharmaceuticals Corporation
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted September 29, 2014
CIK No. 0001281895
Dear Mr. Southwell:
We have reviewed your amended confidential draft registration statement and have the
following additional comments. In some of our comments, we may ask you to provide us with
infor mation so we may better understand your disclosure.
Please respond to this letter by providing the requested infor mation and either
submitting an a mended confidential draft registration state ment or publicly filing your
registration state ment on EDGAR. If you do not believe our comments apply to your facts
and circu mstances or do not believe an amendment is a ppropriate, please tell us why in your
response.
After revie wing the infor mation you provide in response to these com ments and your
amended confidential draft registration state ment or filed registration state ment, we may have
additio nal co mments.
Use of Proceeds, page 56
1. We note your response to our prior comment 6 and reissue the comment. Please
revise your use of proceeds disclosure to discuss how far proceeds from the offering
will allow you to progress towards the uses you have identified. For example, if you
do not expect your current funds along with proceeds from this offering to allow you
to complete both Phase 3 trials for trabodenoson monotherapy, you should provide an
estimate of what the application of these proceeds will allow you to accomplish as to
each par tially funded Phase 3 trial. Likewise, you should discuss how far towards
completion of the Phase 2 trials for FDC product candidate the offering proceeds and
your current funds will allow you to progress. You may, as necessary, provide
additional disclo sure that advises investors of the particular factors and assumptions
David P. Southwell
Inotek Pharmaceuticals Corporation
October 14 , 2014
Page 2
that form the basis of your estimates including any uncertainty surrounding the
estimates and the reasons that the actual use of proceeds could vary. Please make any
necessary conformin g changes to your Prospectus Summary as well.
Directors and Executive Officers, page 115
2. Please revise your disclosure to describe Mr. Ritter’s specific business experience
during the past five years as required by Item 401(e)(1) of Regulation S -K.
If you intend to respond to these comments with an amended 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/drsfilingprocedures101512.htm.
Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/e dgarcorrespondence.htm). If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.
You may contact Scott Wuenschell at (202) 551 -3705 or Joel Parker at (202) 551 -3651 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Stephenson at (202) 551 -3192, Bryan Pitko at (202) 551 -3203, or me at (202)
551-3715 with any other questions.
Sincerely,
/s/ Bryan J. Pitko for
Jeffrey P. R iedler
Assista nt Direct or
cc: Via E -mail
Mitchell S. Bloom, Esq.
Goodwin Procter LLP