SEC Comment Letter for Protara Therapeutics, Inc. (TARA) (CIK 0001359931) (TARA) — Sep 4, 2014
Protara Therapeutics, Inc. (TARA) (CIK 0001359931)
Date: Sept. 4, 2014 · CIK: 0001359931 · Accession: 0000000000-14-044358
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September 4, 2014 Via E -mail George Eldridge Chief Financial Officer Proteon Therapeutics, Inc. 200 West Street Waltham, MA 02451
Re: Proteon Therapeutics, Inc. Amendment No. 2 to Draft Registration Statement on Form S -1 Submitted August 26, 2014 CIK No. 0001359931
Dear Mr. Eldridge:
We have reviewed your amended draft registration statement an d have the following comment.
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 comment applies to your facts and circumstances or do not believe an amendment is approp riate, please tell us why in your response.
After reviewing the information you provide in response to this comment and your amended draft registration statement or filed registration statement, we may have additional comments.
Note 9. Redeemable Con vertible Preferred Stock, page F -21
1. We acknowledge your response to our prior comment 4. In your third paragraph under this note, please revise your disclosure to indicate that the holders of the tranche rights have the ability to exercise the second and third tranche rights and purchase the underlying shares of Series D preferred stock at any time, excluding certain black -out dates, as noted in your response. In addition, your disclosure states that it is the “Company’s right to cause the second and thi rd tranches closing to occur…” However, your response appears to indicate that the tranche rights and purchase of the underlying shares of Series D preferred stock is outside of your control. Please revise to address this discrepancy.
George Eldridge Proteon Therapeutics, Inc. September 4, 2014 Page 2
General
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.
You may contact Sasha Parikh at (202) 551 -3627 or James Rosenberg at (202) 551 -3679 if you have questions regarding comments on the financial statements and related matters. Please contact Christina De Rosa at (202) 551 -3577, John Krug at (202) 551 -3862 or me at (202) 551-3715 with any other questions.
Sincerely,
/s/ Daniel Greenspan for
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September 4, 2014 Via E -mail George Eldridge Chief Financial Officer Proteon Therapeutics, Inc. 200 West Street Waltham, MA 02451 Re: Proteon Therapeutics, Inc. Amendment No. 2 to Draft Registration Statement on Form S -1 Submitted August 26, 2014 CIK No. 0001359931 Dear Mr. Eldridge: We have reviewed your amended draft registration statement an d have the following comment. 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 comment applies to your facts and circumstances or do not believe an amendment is approp riate, please tell us why in your response. After reviewing the information you provide in response to this comment and your amended draft registration statement or filed registration statement, we may have additional comments. Note 9. Redeemable Con vertible Preferred Stock, page F -21 1. We acknowledge your response to our prior comment 4. In your third paragraph under this note, please revise your disclosure to indicate that the holders of the tranche rights have the ability to exercise the second and third tranche rights and purchase the underlying shares of Series D preferred stock at any time, excluding certain black -out dates, as noted in your response. In addition, your disclosure states that it is the “Company’s right to cause the second and thi rd tranches closing to occur…” However, your response appears to indicate that the tranche rights and purchase of the underlying shares of Series D preferred stock is outside of your control. Please revise to address this discrepancy. George Eldridge Proteon Therapeutics, Inc. September 4, 2014 Page 2 General 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. You may contact Sasha Parikh at (202) 551 -3627 or James Rosenberg at (202) 551 -3679 if you have questions regarding comments on the financial statements and related matters. Please contact Christina De Rosa at (202) 551 -3577, John Krug at (202) 551 -3862 or me at (202) 551-3715 with any other questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -mail William S. Perkins, Esq. Bingham McCutchen LLP One Federal Street Boston, MA 02110