SEC Comment Letter for Protara Therapeutics, Inc. (TARA) (CIK 0001359931) (TARA) — Dec 12, 2019
Protara Therapeutics, Inc. (TARA) (CIK 0001359931)
Date: Dec. 12, 2019 · CIK: 0001359931 · Accession: 0000000000-19-016305
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File numbers found in text: 333-234549
Letter
December 11, 2019 Timothy P. Noyes President and Chief Executive Officer Proteon Therapeutics, Inc. 200 West Street Waltham, MA 02451 Re:Proteon Therapeutics, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed December 5, 2019 File No. 333-234549 Dear Mr. Noyes: We have reviewed your amended 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 27, 2019 letter. Amendment No. 1 to Form S-4 Pro Forma Financial Information, page PF-1 1.Pro Forma Financial Information, page PF-1
We note your response to comment number 6. Please explain to us how you have applied the guidance in ASC 805-40-30-2 and the reason your valuation includes total market capitalization of Proteon rather than the equity interests the legal subsidiary (ArTara) would have to issue to give the owners of the legal parent (Proteon) the same percentage equity interest in the combined entity that results from the reverse acquisition. Also, please refer to the examples in ASC 805-40-55-2.
FirstName LastNameTimothy P. Noyes Comapany NameProteon Therapeutics, Inc. December 11, 2019 Page 2 FirstName LastName Timothy P. Noyes Proteon Therapeutics, Inc. December 11, 2019 Page 2 2.We note from your response to comment number 7 that you are not able to value any specific intangible assets at this time and that you intend to prepare a valuation to determine the value of any tangible and/or intangible assets acquired in the merger and will finalize these amounts prior to the closing of the merger. Please explain to us why you have not provided your best estimate of the fair value of the assets and liabilities acquired, including any intangible assets separately from goodwill. Refer to ASC 805- 20-25-1.
You may contact Jeanne Bennett at (202) 551-3606 or Mary Mast at (202) 551-3613 if you have questions regarding comments on the financial statements and related matters. Please contact Joseph McCann at (202) 551-6262 or Mary Beth Breslin, Legal Branch Chief, at (202) 551-3625 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Julio Vega
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December 11, 2019
Timothy P. Noyes
President and Chief Executive Officer
Proteon Therapeutics, Inc.
200 West Street
Waltham, MA 02451
Re:Proteon Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 5, 2019
File No. 333-234549
Dear Mr. Noyes:
We have reviewed your amended 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our November 27, 2019 letter.
Amendment No. 1 to Form S-4
Pro Forma Financial Information, page PF-1
1.Pro Forma Financial Information, page PF-1
We note your response to comment number 6. Please explain to us how you have applied
the guidance in ASC 805-40-30-2 and the reason your valuation includes total market
capitalization of Proteon rather than the equity interests the legal subsidiary (ArTara)
would have to issue to give the owners of the legal parent (Proteon) the same percentage
equity interest in the combined entity that results from the reverse acquisition. Also,
please refer to the examples in ASC 805-40-55-2.
FirstName LastNameTimothy P. Noyes
Comapany NameProteon Therapeutics, Inc.
December 11, 2019 Page 2
FirstName LastName
Timothy P. Noyes
Proteon Therapeutics, Inc.
December 11, 2019
Page 2
2.We note from your response to comment number 7 that you are not able to value any
specific intangible assets at this time and that you intend to prepare a valuation to
determine the value of any tangible and/or intangible assets acquired in the merger and
will finalize these amounts prior to the closing of the merger. Please explain to us why
you have not provided your best estimate of the fair value of the assets and liabilities
acquired, including any intangible assets separately from goodwill. Refer to ASC 805-
20-25-1.
You may contact Jeanne Bennett at (202) 551-3606 or Mary Mast at (202) 551-3613 if
you have questions regarding comments on the financial statements and related matters. Please
contact Joseph McCann at (202) 551-6262 or Mary Beth Breslin, Legal Branch Chief, at (202)
551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Julio Vega