SEC Company Response from Revolution Medicines, Inc. (RVMD, RVMDW) (CIK 0001628171) (RVMD) — Feb 11, 2020
Revolution Medicines, Inc. (RVMD, RVMDW) (CIK 0001628171)
Date: Feb. 11, 2020 · CIK: 0001628171 · Accession: 0001193125-20-030524
AI Filing Summary & Sentiment
File numbers found in text: 333-235968
Letter
140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com
FIRM / AFFILIATE OFFICES
Beijing
Moscow
Boston
Munich
Brussels
New York
Century City
Orange County
Chicago
Paris
February 11, 2020
Dubai
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Düsseldorf
San Diego
Frankfurt
San Francisco
Hamburg
Seoul
Hong Kong
Shanghai
Houston
Silicon Valley
London
Singapore
Los Angeles
Tokyo
Madrid
Washington, D.C.
Milan
VIA EDGAR AND OVERNIGHT DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention:
Sonia Bednarowski
Dietrich King
Bonnie Baynes
Lisa Vanjoske
Re:
Revolution Medicines, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 3, 2020
File No. 333-235968
Ladies and Gentlemen:
On behalf of our client, Revolution Medicines, Inc. (the “Company”), we are hereby filing a Registration Statement on Form S-1 (the “Registration Statement”). The Company previously filed Amendment No. 1 to Registration Statement on Form S-1 on February 3, 2020 (the “Amendment No. 1”) with the U.S. Securities and Exchange Commission (the “Commission”). The Registration Statement has been revised to reflect the Company’s responses to the comment letter to Amendment No. 1 received on February 4, 2020 from the Staff of the Commission (the “Staff”). For your convenience, we are providing by overnight delivery a courtesy package that includes ten copies of the Registration Statement, including five copies which have been marked to show changes from Amendment No. 1, as well as a copy of this letter.
For ease of review, we have set forth below the numbered comment of your letter in bold type followed by the Company’s response thereto.
February 11, 2020
Page
Amendment No. 1 to Form S-1 filed February 3, 2020
Report of Independent Registered Public Accounting Firm, page F-2
1. We note your amended Form S-1 has been updated to reflect a 1-for-4.8861 reverse stock split of your common stock and redeemable convertible preferred stock to be consummated prior to the effectiveness of your planned initial public offering, which was approved by your Board of Directors on January 30, 2020. Please address the following:
●
Please ensure that your auditors provide reports that are fully compliant with Rule 2.02 of Regulation S-X, including the date of the accountants report.
●
Please ensure that your auditors provide consents that are fully compliant with Item 601 of Regulation S-K, including the date of their consent.
Response: In response to the Staff’s comment, the Company has revised page F-2 of the Registration Statement and included updated consents from its auditors as exhibits to the Registration Statement.
* * *
February 11, 2020
Page
We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-3043 or by email to Mark.Roeder@lw.com with any questions or comments regarding this correspondence.
Very truly yours,
/s/ Mark V. Roeder
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CORRESP
1
filename1.htm
CORRESP
140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com
FIRM / AFFILIATE OFFICES
Beijing
Moscow
Boston
Munich
Brussels
New York
Century City
Orange County
Chicago
Paris
February 11, 2020
Dubai
Riyadh
Düsseldorf
San Diego
Frankfurt
San Francisco
Hamburg
Seoul
Hong Kong
Shanghai
Houston
Silicon Valley
London
Singapore
Los Angeles
Tokyo
Madrid
Washington, D.C.
Milan
VIA EDGAR AND OVERNIGHT DELIVERY
United States Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C.
20549-6010
Attention:
Sonia Bednarowski
Dietrich King
Bonnie Baynes
Lisa Vanjoske
Re:
Revolution Medicines, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 3, 2020
File No. 333-235968
Ladies and Gentlemen:
On behalf of our client, Revolution Medicines, Inc. (the “Company”), we are hereby filing a Registration Statement on
Form S-1 (the “Registration Statement”). The Company previously filed Amendment No. 1 to Registration Statement on Form S-1 on
February 3, 2020 (the “Amendment No. 1”) with the U.S. Securities and Exchange Commission (the “Commission”). The Registration Statement has been revised to
reflect the Company’s responses to the comment letter to Amendment No. 1 received on February 4, 2020 from the Staff of the Commission (the “Staff”). For your convenience, we are providing by overnight delivery
a courtesy package that includes ten copies of the Registration Statement, including five copies which have been marked to show changes from Amendment No. 1, as well as a copy of this letter.
For ease of review, we have set forth below the numbered comment of your letter in bold type followed by the Company’s response thereto.
February 11, 2020
Page
2
Amendment No. 1 to Form S-1 filed February 3, 2020
Report of Independent Registered Public Accounting Firm, page F-2
1.
We note your amended Form S-1 has been updated to reflect a 1-for-4.8861 reverse stock split of your common stock and redeemable convertible preferred stock to be consummated prior to the effectiveness of your planned initial public
offering, which was approved by your Board of Directors on January 30, 2020. Please address the following:
●
Please ensure that your auditors provide reports that are fully compliant with Rule 2.02 of Regulation S-X, including the date of the accountants report.
●
Please ensure that your auditors provide consents that are fully compliant with Item 601 of Regulation S-K, including the date of their consent.
Response: In response to the
Staff’s comment, the Company has revised page F-2 of the Registration Statement and included updated consents from its auditors as exhibits to the Registration Statement.
* * *
February 11, 2020
Page
3
We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (650) 463-3043 or by email to Mark.Roeder@lw.com with any questions or comments regarding this correspondence.
Very truly yours,
/s/ Mark V. Roeder
Mark V. Roeder
of LATHAM & WATKINS LLP
cc:
Mark A. Goldsmith, M.D., Ph.D., Revolution Medicines, Inc.
Margaret Horn, Revolution Medicines, Inc.
John C. Williams, Latham & Watkins LLP
Alan F. Denenberg, Davis Polk & Wardwell LLP
Beth LeBow, Davis Polk & Wardwell LLP