Correspondence 0001193125-23-203856 from LENSAR, Inc. (LNSR) (CIK 0001320350) (LNSR)
LENSAR, Inc. (LNSR) (CIK 0001320350)
Date: Aug. 4, 2023 · CIK: 0001320350 · Accession: 0001193125-23-203856
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272930
Referenced dates: July 13, 2023
Letter
VIA EDGAR Division of Corporation Finance Office of Industrial Applications and Services Attention: Nicholas O’Leary & Katherine Bagley Re: LENSAR, Inc. Registration Statement on Form S-3 Filed June 26, 2023 File No. 333-272930
Dear Mr. O’Leary and Ms. Bagley:
We are in receipt of the Staff’s letter dated July 13, 2023 with respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”). We are responding to the Staff’s comment on behalf of LENSAR, Inc. (“LENSAR” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) responding to the Staff’s comment and updating the Registration Statement.
The Company’s response set forth in this letter is numbered to correspond to the numbered comment in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Amended Registration Statement. For ease of reference, we have set forth the Staff’s comment and the Company’s response below.
August 4, 2023
Page 2
Registration Statement on Form S-3, filed June 26, 2023
Risk Factors, page 5
1. We note that you are registering for resale a significant amount of shares of your common stock. Please revise to include risk factor disclosure describing the impact of sales by your selling shareholders in connection with this offering, including the risk and impact of potential stock price volatility, potential sales of a substantial portion of your shares, and any potential change in control upon the conversion, issuance, or sale of your securities.
Response: The Company acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised its risk factor disclosure on page 5 of the Amended Registration Statement.
Any comments or questions regarding the foregoing should be directed to the undersigned at (714) 755-8008. Thank you in advance for your cooperation in connection with this matter.
Very truly yours,
/s/ Drew Capurro
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CORRESP 1 filename1.htm CORRESP 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris August 4, 2023 Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv VIA EDGAR Los Angeles Tokyo Madrid Washington, D.C. U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street N.E. Washington, D.C. 20549 Attention: Nicholas O’Leary & Katherine Bagley Re: LENSAR, Inc. Registration Statement on Form S-3 Filed June 26, 2023 File No. 333-272930 Dear Mr. O’Leary and Ms. Bagley: We are in receipt of the Staff’s letter dated July 13, 2023 with respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”). We are responding to the Staff’s comment on behalf of LENSAR, Inc. (“LENSAR” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) responding to the Staff’s comment and updating the Registration Statement. The Company’s response set forth in this letter is numbered to correspond to the numbered comment in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Amended Registration Statement. For ease of reference, we have set forth the Staff’s comment and the Company’s response below. August 4, 2023 Page 2 Registration Statement on Form S-3, filed June 26, 2023 Risk Factors, page 5 1. We note that you are registering for resale a significant amount of shares of your common stock. Please revise to include risk factor disclosure describing the impact of sales by your selling shareholders in connection with this offering, including the risk and impact of potential stock price volatility, potential sales of a substantial portion of your shares, and any potential change in control upon the conversion, issuance, or sale of your securities. Response: The Company acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised its risk factor disclosure on page 5 of the Amended Registration Statement. Any comments or questions regarding the foregoing should be directed to the undersigned at (714) 755-8008. Thank you in advance for your cooperation in connection with this matter. Very truly yours, /s/ Drew Capurro Drew Capurro, Esq. of LATHAM & WATKINS LLP cc: Nicholas Curtis, LENSAR, Inc. Thomas R. Staab, II, LENSAR, Inc. B. Shayne Kennedy, Latham & Watkins LLP