SEC Comment Letter 0000000000-23-001151 to CalciMedica, Inc. (CALC)
CalciMedica, Inc.
Date: Feb. 3, 2023 · CIK: 0001534133 · Accession: 0000000000-23-001151
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-39538
Letter
United States securities and exchange commission logo February 3, 2023 Frederic Guerard, Pharm.D. President and Chief Executive Officer Graybug Vision, Inc. 203 Redwood Shores Parkway, Suite 620 Redwood City, CA 94065 Re:Graybug Vision, Inc. Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed January 31, 2023 File No. 001-39538 Dear Frederic Guerard: We have reviewed your filing 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A filed January 31, 2023 Graybug's Reasons for the Merger Recommendations of the Graybug Board, page 104 1.We note your response to comment 1. Please revise to disclose how the board, in recommending the business combination, considered the fact that the selected public companies analysis and selected IPOs analysis did not take into consideration the number of product candidates each company was developing, the stage of clinical development of each product candidate for each indication, and the potential addressable market including the expected dosing period of Auxora. Graybug Management Liquidation Analysis, page 122 2.We note your response to comment 3 and reissue in part. Given that Piper Sandler assumed a 25% chance of success and that FDA approval is a yes or no decision, it appears Piper Sandler applied a probability of success adjustment that indicated it was more probable that Auxora would not be approved by the FDA and that it was more
FirstName LastNameFrederic Guerard, Pharm.D. Comapany NameGraybug Vision, Inc. February 3, 2023 Page 2 FirstName LastName Frederic Guerard, Pharm.D. Graybug Vision, Inc. February 3, 2023 Page 2 probable to not generate any revenues. Please revise to disclose how the board took this into consideration in recommending the business combination. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Ibolya Ignat at 202-551-3636 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-3635 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Julia Forbess, Esq.
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United States securities and exchange commission logo
February 3, 2023
Frederic Guerard, Pharm.D.
President and Chief Executive Officer
Graybug Vision, Inc.
203 Redwood Shores Parkway, Suite 620
Redwood City, CA 94065
Re:Graybug Vision, Inc.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed January 31, 2023
File No. 001-39538
Dear Frederic Guerard:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A filed January 31, 2023
Graybug's Reasons for the Merger Recommendations of the Graybug Board, page 104
1.We note your response to comment 1. Please revise to disclose how the board, in
recommending the business combination, considered the fact that the selected public
companies analysis and selected IPOs analysis did not take into consideration the number
of product candidates each company was developing, the stage of clinical development of
each product candidate for each indication, and the potential addressable market including
the expected dosing period of Auxora.
Graybug Management Liquidation Analysis, page 122
2.We note your response to comment 3 and reissue in part. Given that Piper Sandler
assumed a 25% chance of success and that FDA approval is a yes or no decision, it
appears Piper Sandler applied a probability of success adjustment that indicated it was
more probable that Auxora would not be approved by the FDA and that it was more
FirstName LastNameFrederic Guerard, Pharm.D.
Comapany NameGraybug Vision, Inc.
February 3, 2023 Page 2
FirstName LastName
Frederic Guerard, Pharm.D.
Graybug Vision, Inc.
February 3, 2023
Page 2
probable to not generate any revenues. Please revise to disclose how the board took this
into consideration in recommending the business combination.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Ibolya Ignat at 202-551-3636 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters. Please
contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Julia Forbess, Esq.