SEC Comment Letter 0000000000-24-005883 to Deciphera Pharmaceuticals, Inc. (CIK 0001654151)
Deciphera Pharmaceuticals, Inc. (CIK 0001654151)
Date: May 21, 2024 · CIK: 0001654151 · Accession: 0000000000-24-005883
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo May 21, 2024 Steven Hoerter President & Chief Executive Officer Deciphera Pharmaceuticals, Inc. 200 Smith Street Waltham, MA 02451 Re:Deciphera Pharmaceuticals, Inc. Schedule 14D-9 filed May 13, 2024 File No. 005-90130 Dear Steven Hoerter: 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 14D-9 filed May 13, 2024 Past Contacts, Transactions, Negotiations and Agreements, page 3 1.Refer to the last sentence on the bottom of page 3. Please revise to remove any potential implication that the Merger Agreement, and any other agreements, do not constitute public disclosure under the federal securities laws. For instance, clarify that information in these agreements should be considered in conjunction with the entirety of the factual disclosure about the parties in their public reports, if any, filed with the Commission. Additionally, please confirm your understanding that, notwithstanding the inclusion of this general disclaimer, you are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements included in this filing not misleading. 2.Under subsection "Golden Parachute Compensation," on page 13, you note under (4) that "Daniel L. Flynn, Ph.D., the Company’s founder and former Executive Vice President, Chief Scientific Officer, retired from his position on September 5, 2023. Following his
FirstName LastNameSteven Hoerter Comapany NameDeciphera Pharmaceuticals, Inc. May 21, 2024 Page 2 FirstName LastName Steven Hoerter Deciphera Pharmaceuticals, Inc. May 21, 2024 Page 2 resignation, Dr. Flynn served as a Senior Advisor through December 31, 2024 and, thereafter, as a consultant from time to time and as requested by the Company" (emphasis added). Please provide the accurate date. 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 Eddie Kim at 202-679-6943 or David Plattner at 202-551- 8094. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
May 21, 2024
Steven Hoerter
President & Chief Executive Officer
Deciphera Pharmaceuticals, Inc.
200 Smith Street
Waltham, MA 02451
Re:Deciphera Pharmaceuticals, Inc.
Schedule 14D-9 filed May 13, 2024
File No. 005-90130
Dear Steven Hoerter:
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 14D-9 filed May 13, 2024
Past Contacts, Transactions, Negotiations and Agreements, page 3
1.Refer to the last sentence on the bottom of page 3. Please revise to remove any
potential implication that the Merger Agreement, and any other agreements, do not
constitute public disclosure under the federal securities laws. For
instance, clarify that information in these agreements should be considered in conjunction
with the entirety of the factual disclosure about the parties in their public reports, if any,
filed with the Commission. Additionally, please confirm your understanding that,
notwithstanding the inclusion of this general disclaimer, you are responsible for
considering whether additional specific disclosures of material information regarding
material contractual provisions are required to make the statements included in this filing
not misleading.
2.Under subsection "Golden Parachute Compensation," on page 13, you note under (4) that
"Daniel L. Flynn, Ph.D., the Company’s founder and former Executive Vice President,
Chief Scientific Officer, retired from his position on September 5, 2023. Following his
FirstName LastNameSteven Hoerter
Comapany NameDeciphera Pharmaceuticals, Inc.
May 21, 2024 Page 2
FirstName LastName
Steven Hoerter
Deciphera Pharmaceuticals, Inc.
May 21, 2024
Page 2
resignation, Dr. Flynn served as a Senior Advisor through December 31, 2024 and,
thereafter, as a consultant from time to time and as requested by the Company" (emphasis
added). Please provide the accurate date.
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 Eddie Kim at 202-679-6943 or David Plattner at 202-551-
8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions