SEC Company Response from 9 METERS BIOPHARMA, INC. (NMTRQ) (CIK 0001551986) — Aug 26, 2020
9 METERS BIOPHARMA, INC. (NMTRQ) (CIK 0001551986)
Date: Aug. 26, 2020 · CIK: 0001551986 · Accession: 0001551986-20-000261
AI Filing Summary & Sentiment
File numbers found in text: 001-37797, 333-238850
Referenced dates: August 20, 2020
Letter
Document
Wyrick Robbins Yates & Ponton LLP
ATTORNEYS AT LAW
4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607
PO Drawer 17803, Raleigh, NC 27619
P: 919.781.4000 F: 919.781.4865 www.wyrick.com
August 26, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Tracie Mariner
Terence O’Brien
Division of Corporation Finance
Office of Life Sciences
Re: 9 Meters Biopharma, Inc.
Form 10-Q for Fiscal Quarter Ended June 30, 2020
Filed August 13, 2020
File No. 001-37797
Ladies and Gentlemen:
We write this letter on behalf of our client 9 Meters Biopharma, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the above-captioned filing, as set forth in the Staff’s letter dated August 20, 2020. For ease of review, we have set forth below in italics the comment of the Staff’s letter and have followed the comment with the Company’s response thereto.
Quarterly Report on Form 10-Q filed on August 13, 2020
Financial Statements, Note 3 - Mergers and Acquisition, page 18
1.
We note your disclosure stating that, on May 6, 2020, you consummated a merger with
Naia Rare Diseases, Inc. for consideration of $2.1 million in cash, 4,835,438 shares of
common stock valued at $2.2 million, and the pre-payment of certain operating costs on
behalf of Naia totaling $0.1 million. Please tell us how you considered furnishing
financial statements of Naia Rare Diseases, Inc. and pro forma financial statements in
accordance with the guidance in Rule 8-04 of Regulation S-X and Article 11 of
Regulation S-X, respectively.
In response to the Staff’s comment, the Company confirms it conducted tests of significance under Rule 8-04 of Regulation S-X with respect to the acquisition of Naia Rare Diseases, Inc. (the “Naia Acquisition”) and has determined that none of the conditions specified in Rule 8-04(b) of Regulation S-X exceeds 20% with respect to the Naia Acquisition. Pursuant to the exception available under Rule 8-04(d), which applies if the acquirer has completed a significant acquisition after its latest fiscal year-end and filed a report on Form 8-K including audited
financial statements for the acquired business and the pro forma financial information required by Article 8, the Company conducted the significance comparisons based on the pro forma financial information filed with its June 12, 2020 amendment to its Form 8-K originally filed on May 4, 2020, rather than its historical financial information. The significant subsidiary tests for the Naia Acquisition are included on Exhibit A, attached hereto, which the Company respectfully submits are consistent with Exhibit A to the response letter filed by the Company on June 12, 2020, addressing Staff comments on the Company’s Registration Statement on Form S-3 (File No. 333-238850).
* * * * *
The Company respectfully submits that the foregoing is appropriately responsive to the Staff’s comments. If the Staff has any further comments, please direct them to the undersigned.
Sincerely,
/s/ Donald R. Reynolds
Show Raw Text
CORRESP 1 filename1.htm Document Wyrick Robbins Yates & Ponton LLP ATTORNEYS AT LAW 4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607 PO Drawer 17803, Raleigh, NC 27619 P: 919.781.4000 F: 919.781.4865 www.wyrick.com August 26, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner Terence O’Brien Division of Corporation Finance Office of Life Sciences Re: 9 Meters Biopharma, Inc. Form 10-Q for Fiscal Quarter Ended June 30, 2020 Filed August 13, 2020 File No. 001-37797 Ladies and Gentlemen: We write this letter on behalf of our client 9 Meters Biopharma, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the above-captioned filing, as set forth in the Staff’s letter dated August 20, 2020. For ease of review, we have set forth below in italics the comment of the Staff’s letter and have followed the comment with the Company’s response thereto. Quarterly Report on Form 10-Q filed on August 13, 2020 Financial Statements, Note 3 - Mergers and Acquisition, page 18 1. We note your disclosure stating that, on May 6, 2020, you consummated a merger with Naia Rare Diseases, Inc. for consideration of $2.1 million in cash, 4,835,438 shares of common stock valued at $2.2 million, and the pre-payment of certain operating costs on behalf of Naia totaling $0.1 million. Please tell us how you considered furnishing financial statements of Naia Rare Diseases, Inc. and pro forma financial statements in accordance with the guidance in Rule 8-04 of Regulation S-X and Article 11 of Regulation S-X, respectively. In response to the Staff’s comment, the Company confirms it conducted tests of significance under Rule 8-04 of Regulation S-X with respect to the acquisition of Naia Rare Diseases, Inc. (the “Naia Acquisition”) and has determined that none of the conditions specified in Rule 8-04(b) of Regulation S-X exceeds 20% with respect to the Naia Acquisition. Pursuant to the exception available under Rule 8-04(d), which applies if the acquirer has completed a significant acquisition after its latest fiscal year-end and filed a report on Form 8-K including audited financial statements for the acquired business and the pro forma financial information required by Article 8, the Company conducted the significance comparisons based on the pro forma financial information filed with its June 12, 2020 amendment to its Form 8-K originally filed on May 4, 2020, rather than its historical financial information. The significant subsidiary tests for the Naia Acquisition are included on Exhibit A, attached hereto, which the Company respectfully submits are consistent with Exhibit A to the response letter filed by the Company on June 12, 2020, addressing Staff comments on the Company’s Registration Statement on Form S-3 (File No. 333-238850). * * * * * The Company respectfully submits that the foregoing is appropriately responsive to the Staff’s comments. If the Staff has any further comments, please direct them to the undersigned. Sincerely, /s/ Donald R. Reynolds Donald R. Reynolds cc: John Temperato, Chief Executive Officer, 9 Meters Biopharma, Inc. Exhibit A Naia Acquisition Significance Tests All amounts in thousands, except for percentages 1. Investment test Naia Acquisition - Value of Consideration Transferred $4,920 9 Meters Biopharma, Inc. Pro Forma Assets - December 31, 2019 $25,854 Significance 19.0% 2. Asset test Naia Rare Diseases, Inc. Total Assets - December 31, 2019 $16 9 Meters Biopharma, Inc. Pro Forma Assets - December 31, 2019 $25,854 Significance 0.0% 3. Income test Naia Rare Diseases, Inc. Operating Income - FY 2019 $(333) 9 Meters Biopharma, Inc. Pro Forma Operating Income - FY 2019 $(64,857) Significance 0.5%