SEC Comment Letter for Tectonic Therapeutic, Inc. (TECX) (CIK 0001681087) (TECX) — Dec 27, 2019
Tectonic Therapeutic, Inc. (TECX) (CIK 0001681087)
Date: Dec. 27, 2019 · CIK: 0001681087 · Accession: 0000000000-19-016808
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-235641
Letter
December 27, 2019 Geoff MacKay President and Chief Executive Officer AVROBIO, Inc. One Kendall Square Building 300, Suite 201 Cambridge, MA 02139 Re:AVROBIO, Inc. Registration Statement on Form S-3 Filed December 20, 2019 File No. 333-235641 Dear Mr. MacKay: We have limited our review of your registration statement to those issues we have addressed in our comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this comment, we may have additional comments. Registration Statement on Form S-3 filed December 20, 2019 Description of Capital Stock Choice of Forum, page 13 1.We note your disclosure on page 13 that your forum selection provision in your amended and restated bylaws identifies the Court of Chancery of the State of Delaware as the exclusive forum "for any state law claim" for certain litigation, including any “derivative action.” However, we note that your forum selection bylaw does not include a state law claim limitation. Please advise, or expand your disclosure to, if true, explicitly state that this provision does not apply to actions arising under the Exchange Act. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameGeoff MacKay Comapany NameAVROBIO, Inc. December 27, 2019 Page 2 FirstName LastName Geoff MacKay AVROBIO, Inc. December 27, 2019 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: James H. Xu - Goodwin Procter LLP
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December 27, 2019
Geoff MacKay
President and Chief Executive Officer
AVROBIO, Inc.
One Kendall Square
Building 300, Suite 201
Cambridge, MA 02139
Re:AVROBIO, Inc.
Registration Statement on Form S-3
Filed December 20, 2019
File No. 333-235641
Dear Mr. MacKay:
We have limited our review of your registration statement to those issues we have
addressed in our comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this comment, we may have
additional comments.
Registration Statement on Form S-3 filed December 20, 2019
Description of Capital Stock
Choice of Forum, page 13
1.We note your disclosure on page 13 that your forum selection provision in your amended
and restated bylaws identifies the Court of Chancery of the State of Delaware as the
exclusive forum "for any state law claim" for certain litigation, including any “derivative
action.” However, we note that your forum selection bylaw does not include a state law
claim limitation. Please advise, or expand your disclosure to, if true, explicitly state that
this provision does not apply to actions arising under the Exchange Act.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameGeoff MacKay
Comapany NameAVROBIO, Inc.
December 27, 2019 Page 2
FirstName LastName
Geoff MacKay
AVROBIO, Inc.
December 27, 2019
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: James H. Xu - Goodwin Procter LLP