Correspondence 0001193125-24-114316 from Merus N.V. (MRUS) (CIK 0001651311)
Merus N.V. (MRUS) (CIK 0001651311)
Date: April 25, 2024 · CIK: 0001651311 · Accession: 0001193125-24-114316
AI Filing Summary & Sentiment
File numbers found in text: 001-37773
Referenced dates: April 15, 2024
Letter
1271 Avenue of the Americas
New York, New York 10020-1401
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
FIRM / AFFILIATE OFFICES
Austin
Milan
Beijing
Munich
Boston
New York
Brussels
Orange County
April 25, 2024
Century City
Paris
Chicago
Riyadh
Dubai
San Diego
Düsseldorf
San Francisco
Frankfurt
Seoul
VIA EDGAR
Hamburg
Silicon Valley
Hong Kong
Singapore
United States Securities and Exchange Commission
Houston
Tel Aviv
Division of Corporation Finance
London
Tokyo
Office of Life Sciences
Los Angeles
Washington, D.C.
100 F Street, N.E.
Madrid
Washington, DC 20549
Attention: Lynn Dicker
Eric Atallah
Re: Merus N.V.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed February 28, 2024
File No. 001-37773
To the addressees set forth above:
On behalf of Merus N.V. (the “Company”), set forth below is the Company’s response to the comment of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”), filed on February 28, 2024.
Set forth below is the response of the Company to the comment in the Staff’s letter to the Company, dated April 15, 2024, relating to the Form 10-K. For convenience of reference, the text of the comment in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after the numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Form 10-K.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the Years Ended December 31, 2023 and 2022, page 103
1. We note the statement that you do not allocate employee-related costs, depreciation, rental and other indirect costs to specific research and development programs. Please revise future filings to disclose the costs incurred program-by-program for those costs that are tracked. Also revise to provide other quantitative disclosure that provides more transparency as to the type of research and development expenses incurred (i.e., by nature or type of expense) which should reconcile to total research and development expense on the Consolidated Statements of Operations for all periods presented.
April 25, 2024
Page 2
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future filings, beginning with its Form 10-K for the fiscal year ending December 31, 2024, the Company will revise its disclosure to include those program costs that are tracked on a program-by-program basis, as well as research and development expenses by type, as set out in the tables included in Appendix A to this letter for as long as research and development expenses continue to represent a significant portion of the Company’s total expenses. The Company anticipates that the proposed disclosure would be included in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption “Results of Operations for the Years Ended December 31, 2024 and 2023—Research and Development Expenses.”
*********
Any comments or questions regarding the foregoing should be directed to the undersigned at +1.212.906.2908 or dennis.craythorn@lw.com. Thank you in advance for your cooperation in connection with this matter.
Very truly yours,
/s/ Dennis Craythorn
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CORRESP 1 filename1.htm CORRESP 1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County April 25, 2024 Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul VIA EDGAR Hamburg Silicon Valley Hong Kong Singapore United States Securities and Exchange Commission Houston Tel Aviv Division of Corporation Finance London Tokyo Office of Life Sciences Los Angeles Washington, D.C. 100 F Street, N.E. Madrid Washington, DC 20549 Attention: Lynn Dicker Eric Atallah Re: Merus N.V. Form 10-K for Fiscal Year Ended December 31, 2023 Filed February 28, 2024 File No. 001-37773 To the addressees set forth above: On behalf of Merus N.V. (the “Company”), set forth below is the Company’s response to the comment of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”), filed on February 28, 2024. Set forth below is the response of the Company to the comment in the Staff’s letter to the Company, dated April 15, 2024, relating to the Form 10-K. For convenience of reference, the text of the comment in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after the numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Form 10-K. Form 10-K for Fiscal Year Ended December 31, 2023 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the Years Ended December 31, 2023 and 2022, page 103 1. We note the statement that you do not allocate employee-related costs, depreciation, rental and other indirect costs to specific research and development programs. Please revise future filings to disclose the costs incurred program-by-program for those costs that are tracked. Also revise to provide other quantitative disclosure that provides more transparency as to the type of research and development expenses incurred (i.e., by nature or type of expense) which should reconcile to total research and development expense on the Consolidated Statements of Operations for all periods presented. April 25, 2024 Page 2 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future filings, beginning with its Form 10-K for the fiscal year ending December 31, 2024, the Company will revise its disclosure to include those program costs that are tracked on a program-by-program basis, as well as research and development expenses by type, as set out in the tables included in Appendix A to this letter for as long as research and development expenses continue to represent a significant portion of the Company’s total expenses. The Company anticipates that the proposed disclosure would be included in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption “Results of Operations for the Years Ended December 31, 2024 and 2023—Research and Development Expenses.” ********* Any comments or questions regarding the foregoing should be directed to the undersigned at +1.212.906.2908 or dennis.craythorn@lw.com. Thank you in advance for your cooperation in connection with this matter. Very truly yours, /s/ Dennis Craythorn Dennis Craythorn of LATHAM & WATKINS LLP Enclosures cc: Gregory Perry, Merus N.V. Peter Silverman, Merus N.V. Harry Shuman, Merus N.V. Peter Handrinos, Latham & Watkins LLP Jason Hyatt, Latham & Watkins LLP April 25, 2024 Page 3 Appendix A The following table summarizes our research and development expenses by product candidate for the years ended December 31, 2024 and 2023: For the twelve months ended December 31, 2024 2023 Change (In millions) Research and development expenses Program 1 Program 2 Program 3 Research general Unallocated R&D expenses Total research and development expenses $ — $ — $ — The following table summarizes our research and development expenses by type for the years ended December 31, 2024 and 2023: 2024 2023 Change (In millions) Research and development expenses Clinical, manufacturing and other external costs Wages, salaries and other employee benefits Share-based compensation Consultants Depreciation and amortization Facilities and other related Total research and development expenses $ — $ — $ —