Correspondence 0001104659-23-004455 from Carisma Therapeutics Inc. (CARM) (CIK 0001485003) (CARM)
Carisma Therapeutics Inc. (CARM) (CIK 0001485003)
Date: Jan. 18, 2023 · CIK: 0001485003 · Accession: 0001104659-23-004455
AI Filing Summary & Sentiment
File numbers found in text: 333-267891
Letter
Office of Life Sciences Division of Corporation Finance Attention: Ada D. Sarmento & Dillon Hagius Re: Sesen Bio, Inc. Amendment No. 3 to Registration Statement on Form S-4 Filed January 10, 2023 File No. 333-267891
Dear Ms. Sarmento & Mr. Hagius:
This letter sets forth the response of Sesen Bio, Inc., a Delaware corporation (the “Company”), to an oral comment received from the staff of the Securities and Exchange Commission (the “Staff”) on January 13, 2023, relating to Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-267891) (the “Registration Statement”). The Company has also revised the Registration Statement in response to the Staff’s comment, and, concurrently with delivery of this letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions (“Amendment No. 4”).
To assist your review, set forth below in bold is the oral comment of the Staff and immediately below such comment is a statement identifying the location in the Registration Statement of the revised disclosure. Please note that all references to page numbers in our response refer to the page numbers of Amendment No. 4. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 4.
Amendment No. 3 to Registration Statement on Form S-4
Sesen Bio Executive Compensation
Carisma Executive Compensation
1. Please provide executive compensation disclosure for each of Sesen Bio and Carisma for the year ended December 31, 2022.
Response to Comment 1:
In response to the Staff’s oral comment, the Company has revised the disclosures on pages 152, 349-359, 360-363 and 367.
Securities and Exchange Commission
January 18, 2023
Page 2
Thank you for your consideration of the points contained in our response. Please contact me at (267) 675-4671 or steve.abrams@hoganlovells.com if you have any questions or need any additional information.
Sincerely
/s/
Steven J. Abrams
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CORRESP
1
filename1.htm
Hogan
Lovells US LLP
1735
Market Street, 23rd Floor
Philadelphia,
PA 19103
T
+1 267 675 4500
F
+1 267 675 4601
www.hoganlovells.com
January
18, 2023
CORRESPONDENCE
FILED VIA EDGAR
Office
of Life Sciences
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Ada D. Sarmento & Dillon Hagius
Re:
Sesen Bio, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed January 10, 2023
File No. 333-267891
Dear
Ms. Sarmento & Mr. Hagius:
This
letter sets forth the response of Sesen Bio, Inc., a Delaware corporation (the “Company”), to an oral comment
received from the staff of the Securities and Exchange Commission (the “Staff”) on January 13, 2023, relating
to Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-267891) (the “Registration Statement”).
The Company has also revised the Registration Statement in response to the Staff’s comment, and, concurrently with delivery of
this letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions
(“Amendment No. 4”).
To
assist your review, set forth below in bold is the oral comment of the Staff and immediately below such comment is a statement identifying
the location in the Registration Statement of the revised disclosure. Please note that all references to page numbers in our response
refer to the page numbers of Amendment No. 4. Capitalized terms used but not defined herein have the meanings ascribed to such terms
in Amendment No. 4.
Amendment
No. 3 to Registration Statement on Form S-4
Sesen
Bio Executive Compensation
Carisma
Executive Compensation
1. Please
provide executive compensation disclosure for each of Sesen Bio and Carisma for the year
ended December 31, 2022.
Response
to Comment 1:
In
response to the Staff’s oral comment, the Company has revised the disclosures on pages 152, 349-359, 360-363 and 367.
Securities and Exchange Commission
January 18, 2023
Page 2
Thank
you for your consideration of the points contained in our response. Please contact me at (267) 675-4671 or steve.abrams@hoganlovells.com
if you have any questions or need any additional information.
Sincerely
/s/
Steven J. Abrams
Steven
J. Abrams
Partner,
Hogan Lovells US LLP
Via
E-mail:
cc:
Thomas R. Cannell, D.V.M., President and Chief Executive Officer, Sesen Bio, Inc.
Steven Kelly, President and Chief Executive Officer, CARISMA Therapeutics Inc.
Tiffany Posil
Jessica A. Bisignano
Hogan Lovells US LLP
Brian A. Johnson
Hal J. Leibowitz
Christopher D. Barnstable-Brown
Wilmer Cutler Pickering Hale and Dorr LLP