SEC Comment Letter for Tempest Therapeutics, Inc. (TPST) (CIK 0001544227) (TPST) — Nov 20, 2018
Tempest Therapeutics, Inc. (TPST) (CIK 0001544227)
Date: Nov. 20, 2018 · CIK: 0001544227 · Accession: 0000000000-18-035934
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-228209
Letter
November 20, 2018 Christopher A. Kroeger, M.D., M.B.A. President and Chief Executive Officer OvaScience, Inc. 9 Fourth Avenue Waltham, MA 02451 Re:OvaScience, Inc. Registration Statement on Form S-3 Response dated November 16, 2018 File No. 333-228209 Dear Dr. Kroeger: We have reviewed your November 16, 2018 response to our comment letter and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies 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 this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 15, 2018 letter. Form S-3/A General 1.We note your response to comment 1. However, the result of the purchasers' ability to waive unsatisfied conditions is that the purchasers have control over closing conditions. Therefore, our comment is reissued. You may withdraw the registration statement and refile it after the shares have been issued or you may renegotiate the purchase agreement to remove the purchasers' right to waive unsatisfied conditions.
FirstName LastNameChristopher A. Kroeger, M.D., M.B.A. Comapany NameOvaScience, Inc. November 20, 2018 Page 2 FirstName LastName Christopher A. Kroeger, M.D., M.B.A. OvaScience, Inc. November 20, 2018 Page 2 You may contact Jeffrey Gabor at 202-551-2544 or Suzanne Hayes at 202-551-3675 with any questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance cc: Megan Gates, Esq.
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November 20, 2018
Christopher A. Kroeger, M.D., M.B.A.
President and Chief Executive Officer
OvaScience, Inc.
9 Fourth Avenue
Waltham, MA 02451
Re:OvaScience, Inc.
Registration Statement on Form S-3
Response dated November 16, 2018
File No. 333-228209
Dear Dr. Kroeger:
We have reviewed your November 16, 2018 response to our comment letter and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our November 15, 2018 letter.
Form S-3/A
General
1.We note your response to comment 1. However, the result of the purchasers' ability to
waive unsatisfied conditions is that the purchasers have control over closing conditions.
Therefore, our comment is reissued. You may withdraw the registration statement and
refile it after the shares have been issued or you may renegotiate the purchase agreement
to remove the purchasers' right to waive unsatisfied conditions.
FirstName LastNameChristopher A. Kroeger, M.D., M.B.A.
Comapany NameOvaScience, Inc.
November 20, 2018 Page 2
FirstName LastName
Christopher A. Kroeger, M.D., M.B.A.
OvaScience, Inc.
November 20, 2018
Page 2
You may contact Jeffrey Gabor at 202-551-2544 or Suzanne Hayes at 202-551-3675 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Megan Gates, Esq.