SEC Company Response from Schrodinger, Inc. (SDGR) (CIK 0001490978) (SDGR) — Jan 16, 2020
Schrodinger, Inc. (SDGR) (CIK 0001490978)
Date: Jan. 16, 2020 · CIK: 0001490978 · Accession: 0001193125-20-009070
AI Filing Summary & Sentiment
File numbers found in text: 333-235890
Referenced dates: November 26, 2019
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filename1.htm
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+1 617 526 6000 (t)
+1 617 526 5000 (f)
CONFIDENTIAL TREATMENT
REQUEST UNDER RULE 83
The entity requesting confidential treatment is:
Schrödinger, Inc.
120 W. 45th Street, 17th Floor
New York, NY 10036
Attn: Ramy Farid, Ph.D., President and Chief Executive Officer
(212) 295-5800
January 16, 2020
VIA EDGAR SUBMISSION AND BY HAND
DELIVERY
Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C.
20549
Attention: Chris Edwards
Re: Schrödinger, Inc.
Registration Statement on Form S-1
Filed January 10, 2020
File
No. 333-235890
Ladies and Gentlemen:
On behalf of Schrödinger, Inc. (the “Company”), set forth below is additional information to supplement the Company’s prior response
to comment 10 contained in the letter dated November 26, 2019 from the staff (the “Staff”) of the Office of Life Sciences of the Division of Corporate Finance of the Securities and Exchange Commission (the
“Commission”) relating to the Draft Registration Statement on Form S-1 (File No. 377-02882), submitted by the Company to the Commission on
October 30, 2019. Such Draft Registration Statement has been updated by the Company as reflected in the registration statement referenced above (File No. 333-235890), which was publicly filed by the
Company on January 10, 2020 (the “Registration Statement”). The supplemental response set forth below is based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company.
* *
*
The Company respectfully submits the below additional information to assist the Staff in its
review of the Company’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the differences between the recent valuation of its common stock and the
estimated offering price for its initial public offering (“IPO”).
January 16, 2020
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Rule 83 Confidential Treatment Request by Schrödinger, Inc.
Request #1
Preliminary IPO Price Range
The Company advises the Staff that the Company currently anticipates that the price range for the IPO will be within the range of $[**] to $[**] per share (the
“Preliminary Price Range”), before giving effect to a reverse stock split that the Company plans to implement prior to effectiveness of the Registration Statement. The actual price range to be included in a subsequent amendment to
the Registration Statement (which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the
Company’s control. However, the Company believes that the foregoing indicative price range will not be subject to significant change. The Preliminary Price Range has been estimated based, in part, upon current market conditions, the
Company’s financial condition and prospects and input received from representatives of the underwriters, including discussions that took place during a meeting of the Company’s board of directors (the “Board”) on
January 8, 2020.
Schrödinger, Inc. respectfully requests that the information contained in the response be treated as confidential
information and that the Commission provide timely notice to Ramy Farid, Ph.D., President and Chief Executive Officer, Schrödinger, Inc., 120 W. 45th Street, 17th Floor, New York, New York 10036, (212) 295-5800, before it permits any disclosure of the bracketed information in Request #1.
Determining the Fair Value of Common Stock Prior to the IPO
As described in the Registration Statement under the heading “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation,” equity awards granted since November 29, 2018 consisted of the following:
Date of Stock Option Grant
Number of
Shares Granted
Per Share Exercise Price /
Fair Value of Common Stock ($)
November 29, 2018
7,855,000
0.58
January 30, 2019
6,442,500
0.58
April 2, 2019
200,000
0.58
May 7, 2019
462,000
0.58
August 1, 2019
1,320,000
0.71
December 2, 2019
960,000
1.54
As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock
has been determined by the Board as of the date of each option grant, with input from management, consideration of the Company’s most recent independent third-party valuations of its common stock and the Board’s assessment of additional
objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant. As disclosed in the Registration Statement, the Company’s most
recent third-party valuations of its common stock were prepared as of November 9, 2018, May 31, 2019, and October 15, 2019. These third-party valuations were performed in accordance with the guidance outlined in the American Institute
of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The May 31, 2019 and October 15, 2019 valuations were prepared using a
hybrid method, which is a probability-weighted expected return method where the equity value in one or more of the scenarios is allocated using an option-pricing method (“OPM”). Since the first closing of the Company’s Series E
preferred stock financing occurred on November 9, 2018, the November 9, 2018 valuation (the “November 2018 valuation”) was prepared using the backsolve method, which takes the most recent price paid for shares of preferred
stock and allocates that value to each share class using the OPM.
The Company’s two most recent third-party valuations, which were used, in part, by
the Board to determine the fair value of the Company’s common stock as of the grant date of each option award, considered two future-event scenarios: an IPO scenario and a non-IPO liquidity
event scenario. The equity value of the Company in each future-event scenario was determined using market approaches. The IPO scenario assumed that all shares of preferred stock
January 16, 2020
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would convert into shares of common stock and would no longer have the liquidation preferences and preferential rights attributable to the preferred stock as compared to the common stock prior to
the IPO. Each valuation probability-weighted the IPO scenario and the non-IPO liquidity event scenario based on the Company’s assessment of its overall performance and market conditions at that time. For
each of the future-event scenarios, the Company then applied a discount for lack of marketability (“DLOM”), each determined by a put option analysis that considered the timing of each future-event scenario. Key assumptions used by
the Company in its most recent valuations, and the resulting indicated fair value of common stock, were as follows:
Rule 83 Confidential Treatment
Request by Schrödinger, Inc.
Request #2
IPO Scenario
Non-IPO Scenario
Backsolve
Indicated
Fair
Value Per
Share of
Common
Stock
Valuation Date
Probability
Weighting
DLOM
Probability
Weighting
DLOM
Probability
Weighting
DLOM
November 9, 2018
[
**]%
[
**]%
[
**]%
[
**]%
[
**]%
[
**]%
$
0.58
May 31, 2019
[
**]%
[
**]%
[
**]%
[
**]%
[
**]%
[
**]%
$
0.71
October 15, 2019
[
**]%
[
**]%
[
**]%
[
**]%
[
**] %
[
**]%
$
1.54
Schrödinger, Inc. respectfully requests that the information contained in the response be treated as confidential
information and that the Commission provide timely notice to Ramy Farid, Ph.D., President and Chief Executive Officer, Schrödinger, Inc., 120 W. 45th Street, 17th Floor, New York, New York 10036, (212) 295-5800, before it permits any disclosure of the bracketed information in Request #2.
November 9, 2018 Valuation
The Board relied, in
part, on the results of the November 2018 valuation in its determination of the fair value of common stock of $0.58 per share as of November 29, 2018, January 30, 2019, April 2, 2019, and May 7, 2019 when it granted options for
the purchase of 7,855,000, 6,442,500, 200,000, and 462,000 shares of common stock to employees and directors, respectively. The November 2018 valuation was prepared taking into account the sale of the Company’s Series E preferred stock at the
first closing on November 9, 2018 at a price of $1.4906 per share. In particular, the November 2018 valuation determined the Company’s equity value using the backsolve approach that was based on the $1.4906 price paid per share of its
Series E preferred stock in the contemporaneous, arm’s-length transaction with new and existing investors. Between November 9, 2018 and May 7, 2019, the Company continued to operate
its business in the ordinary course and, other than subsequent closings of the Series E preferred stock financing at which shares were sold at the same price, there were no significant developments in its business. As a result, the Board determined
that the fair value of the Company’s common stock remained $0.58 per share from November 9, 2018 to May 7, 2019.
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May 31, 2019 Valuation
Rule 83 Confidential Treatment Request by Schrödinger, Inc.
Request #3
On May 31, 2019, the Board obtained a
new third-party valuation (the “May 2019 valuation”) that assessed the fair value of the common stock at $0.71 per share. The principal factor contributing to the increase in the fair value of common stock reflected in the May 2019
valuation as compared to the November 2018 valuation was moving from the backsolve approach to a hybrid method. The Company increased the probability weighting of the IPO scenario to [**]% reflecting progress made by the Company since
November 9, 2018. Notably, at the Board meeting in May 2019, the Board and management discussed the possibility of doing an IPO. Thereafter, management began to evaluate advanced planning requirements for an IPO.
Schrödinger, Inc. respectfully requests that the information contained in the response be treated as confidential information and that the Commission
provide timely notice to Ramy Farid, Ph.D., President and Chief Executive Officer, Schrödinger, Inc., 120 W. 45th Street, 17th Floor, New
York, New York 10036, (212) 295-5800, before it permits any disclosure of the bracketed information in Request #3.
The Board relied, in part, on the results of the May 2019 valuation in its determination of the fair value of common stock of $0.71 per share as of
August 1, 2019, when it granted options for the purchase of 1,320,000 shares of common stock to employees and directors. Between May 31, 2019 and August 1, 2019, the Company continued to operate its business in the ordinary course and
there were no significant developments in its operating results. As a result, the Board determined that the fair value of the Company’s common stock remained $0.71 per share from May 31, 2019 to August 1, 2019.
October 15, 2019 Valuation
The Board relied, in
part, on the results of the October 15, 2019 valuation (the “October 2019 valuation”) in its determination of the fair value of common stock of $1.54 per share as of December 2, 2019, when it granted options for the
purchase of 960,000 shares of common stock to employees and a director. The Board approved the grants of such options on October 15, 2019 and determined that the exercise price of such options would be equivalent to the fair value of common
stock as of October 15, 2019. The Board then engaged an independent third-party valuation firm to analyze the fair value of common stock as of October 15, 2019. On December 2, 2019, the valuation firm delivered to the Board the
results of the October 2019 valuation, which concluded that the fair value of common stock was $1.54 per share as of October 15, 2019. Accordingly, the exercise price of the options granted on December 2, 2019 was $1.54 per share. In
determining the fair value of the common stock on December 2, 2019, the Board also considered that between October 15, 2019 and December 2, 2019, the Company continued to operate its business in the ordinary course and there were no
significant developments in its operating results. As a result, the Board determined that the fair value of the Company’s common stock remained $1.54 per share on December 2, 2019.
January 16, 2020
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Rule 83 Confidential Treatment Request by Schrödinger, Inc.
Request #4
The principal factors contributing to the
increase in the fair value of common stock in the October 2019 valuation when compared to the May 2019 valuation were the increase in the probability weighting of the IPO scenario to [**]%, the decrease in the DLOM of the IPO scenario due to the
shorter period to the planned IPO event, and a [**]% increase in the equity value of the non-IPO liquidity event scenario, all reflecting progress made by the Company since May 31, 2019, including the
following:
Schrödinger, Inc. respectfully requests that the information contained in the response be treated as confidential information and that
the Commission provide timely notice to Ramy Farid, Ph.D., President and Chief Executive Officer, Schrödinger, Inc., 120 W. 45th Street,
17th Floor, New York, New York 10036, (212) 295-5800, before it permits any disclosure of the bracketed information in Request #4.
•
On August 1, 2019, the Company obtained approval from its board of directors to pursue an IPO.
•
During September 2019, the Company selected the lead underwriters for its IPO and on September 16, 2019,
held an organizational meeting for the IPO.
•
In September and October 2019, the Company was actively involved in the preparation of its Draft Registration
Statement on Form S-1.
•
Progress of the Company’s collaborative and internal, wholly-owned drug discovery programs continued to
advance.
Comparison of Most Recent Valuation and the Preliminary Price Range
As is typical in initial public offerings, the Preliminary Price Range was not derived using a formal determination of fair value, but was determined based on
discussions between the Company and the underwriters. Prior to January 8, 2020, the underwriters had not had discussions with the Company regarding the Preliminary Price Range. Among the factors that were considered in setting the Preliminary
Price Range were the following:
•
the general conditions of the securities market and the recent market prices of, and the demand for, publicly
traded common stock of comparable companies;
•
recent performance of initial public offerings of companies in the biotechnology and technology sectors;
•
estimates of future revenues to be generated by the Company’s software business and the equity values of
comparable companies relative to their revenues;
•
estimates of future revenues to be generated by the Company’s collaborative drug discovery programs and the
value of the Company’s equity investments in certain of its drug discovery collaborators; and
•
recent equity values of companies in the biotechnology sector with early-stage drug development platforms.
Rule 83 Confidential Treatment Request by Schrödinger, Inc.
Request #5
The Company respectfully submits that the fair
value of common stock as of October 15, 2019 is only [**]% below the midpoint of the Preliminary Price Range. Furthermore, if the DLOM of [**]% is removed, the fair value of common stock as of October 15, 2019 would be $[**], or [**]%
below the midpoint of the Preliminary Price Range.
The Company believes that the difference between the fair value of its common stock as of
October 15, 2019 of $1.54 per share and the Preliminary Price Range of $[**] to $[**] per share is the result of the factors above and the following additional factors and positive developments with respect to the Company’s business that
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