SEC Comment Letter 0000000000-23-003772 to Jounce Therapeutics, Inc. (CIK 0001640455)
Jounce Therapeutics, Inc. (CIK 0001640455)
Date: April 14, 2023 · CIK: 0001640455 · Accession: 0000000000-23-003772
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo April 14, 2023 Jacquelyn Fahey Sandell Chief Legal Officer Jounce Therapeutics, Inc. 780 Memorial Drive Cambridge, Massachusetts 02139 Re:Jounce Therapeutics, Inc. Schedule 14D-9 filed April 6, 2023 File No. 005-89831 Dear Jacquelyn Fahey Sandell: 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. All defined terms have the same meaning as in your filing. Schedule 14D-9 filed April 6, 2023 Background of the Offer and the Merger, page 27 1.We note your disclosure that “[t]he Company’s Chief Financial Officer provided to the Committee her preliminary analysis of the per share cash amount that could be potentially distributed to Jounce stockholders under a range of scenarios in connection with an orderly wind-down of the Company.” Please disclose how the Committee determined to proceed with this transaction and recommend that the Company’s stockholders accept the Offer, in lieu of proceeding with the orderly wind-down of the Company. Refer to Item 1012(b) of Regulation M-A. 2.Refer to the disclosure referenced above. So that shareholders can understand the Company's analysis in determining to proceed with this transaction in lieu of any alternatives, please disclose the per share cash amounts that the Company’s Chief Financial Officer expected could be potentially distributed to Jounce stockholders in connection with an orderly wind-down of the Company.
FirstName LastNameJacquelyn Fahey Sandell Comapany NameJounce Therapeutics, Inc. April 14, 2023 Page 2 FirstName LastName Jacquelyn Fahey Sandell Jounce Therapeutics, Inc. April 14, 2023 Page 2 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 Christina Chalk at (202) 551-3263 or Blake Grady at (202) 551-8573. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
April 14, 2023
Jacquelyn Fahey Sandell
Chief Legal Officer
Jounce Therapeutics, Inc.
780 Memorial Drive
Cambridge, Massachusetts 02139
Re:Jounce Therapeutics, Inc.
Schedule 14D-9 filed April 6, 2023
File No. 005-89831
Dear Jacquelyn Fahey Sandell:
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.
All defined terms have the same meaning as in your filing.
Schedule 14D-9 filed April 6, 2023
Background of the Offer and the Merger, page 27
1.We note your disclosure that “[t]he Company’s Chief Financial Officer provided to the
Committee her preliminary analysis of the per share cash amount that could be potentially
distributed to Jounce stockholders under a range of scenarios in connection with an
orderly wind-down of the Company.” Please disclose how the Committee determined to
proceed with this transaction and recommend that the Company’s stockholders accept the
Offer, in lieu of proceeding with the orderly wind-down of the Company. Refer to Item
1012(b) of Regulation M-A.
2.Refer to the disclosure referenced above. So that shareholders can understand the
Company's analysis in determining to proceed with this transaction in lieu of any
alternatives, please disclose the per share cash amounts that the Company’s Chief
Financial Officer expected could be potentially distributed to Jounce stockholders in
connection with an orderly wind-down of the Company.
FirstName LastNameJacquelyn Fahey Sandell
Comapany NameJounce Therapeutics, Inc.
April 14, 2023 Page 2
FirstName LastName
Jacquelyn Fahey Sandell
Jounce Therapeutics, Inc.
April 14, 2023
Page 2
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 Christina Chalk at (202) 551-3263 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions