SEC Comment Letter for HYPERION DEFI, INC. (HYPD) (CIK 0001682639) (HYPD) — Dec 4, 2018
HYPERION DEFI, INC. (HYPD) (CIK 0001682639)
Date: Dec. 4, 2018 · CIK: 0001682639 · Accession: 0000000000-18-037230
AI Filing Summary & Sentiment
Reasoning
Letter
December 4, 2018 Tsontcho Ianchulev Chief Executive Officer Eyenovia, Inc. 295 Madison Avenue, Suite 2400 New York, NY 10017 Re:Eyenovia, Inc. Draft Registration Statement on Form S-1 Filed November 21, 2018 File No. 377-02385 Dear Dr. Ianchulev: We have conducted a limited review of your draft registration statement. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing any requested information and by publicly filing your registration statement and non-public draft submission on EDGAR. If you do not believe our comments apply 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 these comments and your filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 Cover Page 1.Please revise your prospectus to disclose the number of shares of common stock being offered. For guidance, please refer to Rule 430A and Compliance and Disclosure Interpretations, Securities Act Rules, Question 227.02. Description of Securities, page 19 2.We note that your certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on your behalf. Please revise this section to include disclosure regarding this provision. Your disclosure should include a discussion regarding whether your exclusive forum provision applies to actions arising under the federal securities
FirstName LastNameTsontcho Ianchulev Comapany NameEyenovia, Inc. December 4, 2018 Page 2 FirstName LastName Tsontcho Ianchulev Eyenovia, Inc. December 4, 2018 Page 2 laws. In this regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. 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. We also remind you that your registration statement must be on file no later than 48 hours prior to the requested effective date and time. 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 Dorrie Yale at 202-551-8776 or Irene Paik at 202-551-6553 with any questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance cc: S. Halle Vakani
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December 4, 2018
Tsontcho Ianchulev
Chief Executive Officer
Eyenovia, Inc.
295 Madison Avenue, Suite 2400
New York, NY 10017
Re:Eyenovia, Inc.
Draft Registration Statement on Form S-1
Filed November 21, 2018
File No. 377-02385
Dear Dr. Ianchulev:
We have conducted a limited review of your draft registration statement. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. If you do not
believe our comments apply 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 these comments and your
filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise your prospectus to disclose the number of shares of common stock being
offered. For guidance, please refer to Rule 430A and Compliance and Disclosure
Interpretations, Securities Act Rules, Question 227.02.
Description of Securities, page 19
2.We note that your certificate of incorporation provides that the Court of Chancery of the
State of Delaware will be the sole and exclusive forum for any derivative action or
proceeding brought on your behalf. Please revise this section to include disclosure
regarding this provision. Your disclosure should include a discussion regarding whether
your exclusive forum provision applies to actions arising under the federal securities
FirstName LastNameTsontcho Ianchulev
Comapany NameEyenovia, Inc.
December 4, 2018 Page 2
FirstName LastName
Tsontcho Ianchulev
Eyenovia, Inc.
December 4, 2018
Page 2
laws. In this regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or liability created by the
Exchange Act or the rules and regulations thereunder.
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.
We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time. 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 Dorrie Yale at 202-551-8776 or Irene Paik at 202-551-6553 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc: S. Halle Vakani