SEC Comment Letter 0000000000-23-009943 to Zynerba Pharmaceuticals, Inc. (CIK 0001621443)
Zynerba Pharmaceuticals, Inc. (CIK 0001621443)
Date: Sept. 7, 2023 · CIK: 0001621443 · Accession: 0000000000-23-009943
AI Filing Summary & Sentiment
File numbers found in text: 001-37526
Letter
United States securities and exchange commission logo September 7, 2023 Peter Cohen-Millstein Partner Hogan Lovells US LLP 390 Madison Avenue New York, NY 10017 Re:Zynerba Pharmaceuticals, Inc. SC TO-T filed August 28, 2023 Filed by Harmony Biosciences Holdings, Inc. File No. 005-88971 Dear Peter Cohen-Millstein: 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 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. Schedule TO-T filed August 28, 2023 General 1.In the Offer to Purchase, please disclose - as was done in the August 14 press release - the per Share value of the various potential CVR payments, as well as the aggregate figure. 2.On pages 3 and 48, please clarify, if true, that Milestones 3 and 4, unlike the other Milestones, have no separate deadline by which achievement is necessary, other than the general termination date of December 31, 2040. 3.We note the copy of the Merger Agreement incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-37526) filed on August 14, 2023. Such copy, though labeled as the "Execution Version" and including signatures on the signature page, includes the following disclaimer on the cover page: "NO AGREEMENT, ORAL OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS COVERED BY THIS DOCUMENT HAS BEEN ENTERED INTO BETWEEN THE
FirstName LastNamePeter Cohen-Millstein Comapany NameHogan Lovells US LLP September 7, 2023 Page 2 FirstName LastName Peter Cohen-Millstein Hogan Lovells US LLP September 7, 2023 Page 2 PARTIES. THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES IDENTIFIED HEREIN. IT IS NOT INTENDED TO CREATE, AND WILL NOT BE DEEMED TO CREATE, A LEGALLY BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR NATURE BY THE COMPANY." Please file a copy of the actual, executed Merger Agreement, or advise. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to David Plattner, Special Counsel, at 202-551-8094. Sincerely, Division of Corporation Finance Office of Mergers and Acquisitions
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United States securities and exchange commission logo
September 7, 2023
Peter Cohen-Millstein
Partner
Hogan Lovells US LLP
390 Madison Avenue
New York, NY 10017
Re:Zynerba Pharmaceuticals, Inc.
SC TO-T filed August 28, 2023
Filed by Harmony Biosciences Holdings, Inc.
File No. 005-88971
Dear Peter Cohen-Millstein:
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 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.
Schedule TO-T filed August 28, 2023
General
1.In the Offer to Purchase, please disclose - as was done in the August 14 press release - the
per Share value of the various potential CVR payments, as well as the aggregate figure.
2.On pages 3 and 48, please clarify, if true, that Milestones 3 and 4, unlike the other
Milestones, have no separate deadline by which achievement is necessary, other than the
general termination date of December 31, 2040.
3.We note the copy of the Merger Agreement incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K (File No. 001-37526) filed on August 14, 2023. Such copy,
though labeled as the "Execution Version" and including signatures on the signature
page, includes the following disclaimer on the cover page: "NO AGREEMENT, ORAL
OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS
COVERED BY THIS DOCUMENT HAS BEEN ENTERED INTO BETWEEN THE
FirstName LastNamePeter Cohen-Millstein
Comapany NameHogan Lovells US LLP
September 7, 2023 Page 2
FirstName LastName
Peter Cohen-Millstein
Hogan Lovells US LLP
September 7, 2023
Page 2
PARTIES. THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE
DISCUSSIONS AMONG THE PARTIES IDENTIFIED HEREIN. IT IS NOT
INTENDED TO CREATE, AND WILL NOT BE DEEMED TO CREATE, A LEGALLY
BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR
NATURE BY THE COMPANY." Please file a copy of the actual, executed Merger
Agreement, or advise.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to David Plattner, Special Counsel, at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions