SEC Comment Letter for ORTHOPEDIATRICS CORP (KIDS) (CIK 0001425450) (KIDS) — Aug 31, 2017
ORTHOPEDIATRICS CORP (KIDS) (CIK 0001425450)
Date: Aug. 31, 2017 · CIK: 0001425450 · Accession: 0000000000-17-030885
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Mail Stop 3030 August 31, 2017 Mark C. Throdahl Chief Executive Officer OrthoPediatrics Corp. 2850 Frontier Drive Warsaw, IN 46582
Re: OrthoPediatrics Corp. Amendment No. 1 to Registration Statement on Form S -1 Filed August 10, 2017 File No. 333 -212076
Dear Mr. Throdahl :
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 bel ieve 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 June 28, 2016 letter .
Litigation or other proceedings . . ., page 41
1. Please clarify why you deleted disclosure regarding your lack of awareness of third -party claims.
Overview, page 59
2. We note the disclosure regarding your 30% compound annual growth rate since 2011. If that percentage is not indicative of your growth during the most recent fiscal years or periods, as indicated by your disclosure on page 57, please revise to clarify and explain the reason for the lower growth. Also, if recent, lower growth is indicative of a material known trend, please provide the disclosure required by Item 303 of Regulation S -K.
Mark C. Throdahl OrthoPediatrics Corp. August 31, 2017 Page 2
Product Pipeline, page 88
3. We note your revised disclosure here. Please rev ise to indicate the status of development and regulatory status for each of the products you list in your product pipeline.
Stockholders Agreement, page 118
4. Please clarify the “certain” board representation rights Squadron will have following the complet ion of this offering.
You may contact Tara Harkins at (202) 551 -3639 or Kevin Kuhar, Accounting Branch Chief , at (202) 551 -3662 if you have questions regarding comments on the financial s tatements and related matters. Please contact Heather Percival at (202) 551 -3498 or Geoff Kruczek, Special Counsel, at (202) 551 -3641 with any other questions.
Sincerely,
/s/ Geoff Kruczek for
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Mail Stop 3030 August 31, 2017 Mark C. Throdahl Chief Executive Officer OrthoPediatrics Corp. 2850 Frontier Drive Warsaw, IN 46582 Re: OrthoPediatrics Corp. Amendment No. 1 to Registration Statement on Form S -1 Filed August 10, 2017 File No. 333 -212076 Dear Mr. Throdahl : 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 bel ieve 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 June 28, 2016 letter . Litigation or other proceedings . . ., page 41 1. Please clarify why you deleted disclosure regarding your lack of awareness of third -party claims. Overview, page 59 2. We note the disclosure regarding your 30% compound annual growth rate since 2011. If that percentage is not indicative of your growth during the most recent fiscal years or periods, as indicated by your disclosure on page 57, please revise to clarify and explain the reason for the lower growth. Also, if recent, lower growth is indicative of a material known trend, please provide the disclosure required by Item 303 of Regulation S -K. Mark C. Throdahl OrthoPediatrics Corp. August 31, 2017 Page 2 Product Pipeline, page 88 3. We note your revised disclosure here. Please rev ise to indicate the status of development and regulatory status for each of the products you list in your product pipeline. Stockholders Agreement, page 118 4. Please clarify the “certain” board representation rights Squadron will have following the complet ion of this offering. You may contact Tara Harkins at (202) 551 -3639 or Kevin Kuhar, Accounting Branch Chief , at (202) 551 -3662 if you have questions regarding comments on the financial s tatements and related matters. Please contact Heather Percival at (202) 551 -3498 or Geoff Kruczek, Special Counsel, at (202) 551 -3641 with any other questions. Sincerely, /s/ Geoff Kruczek for Amanda Ravitz Assistant Director Office of Electronics and Machinery cc: Charles K. Ruck, Esq. Latham & Watkins LL P