SEC Comment Letter 0000000000-23-011957 to Entrada Therapeutics, Inc. (TRDA) (CIK 0001689375) (TRDA)
Entrada Therapeutics, Inc. (TRDA) (CIK 0001689375)
Date: Nov. 1, 2023 · CIK: 0001689375 · Accession: 0000000000-23-011957
AI Filing Summary & Sentiment
File numbers found in text: 001-40969
Letter
United States securities and exchange commission logo November 1, 2023 Kory Wentworth Chief Financial Officer Entrada Therapeutics, Inc. One Design Center Place Suite 17-500 Boston, MA 02210 Re:Entrada Therapeutics, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 6, 2023 Form 10-Q for the Six Months Ended June 30, 2023 Filed August 8, 2023 File No. 001-40969 Dear Kory Wentworth: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe the comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-Q for the Quarterly Period ended June 30, 2023 Notes to Condensed Consolidated Financial Statements (Unaudited) 13. Collaboration and License Agreements, page 23 1.You disclose that simultaneously with the Vertex Agreement, you entered into a Stock Purchase Agreement whereby Vertex purchased 1,618,613 shares of your common stock for $26.3 million (or $16.26 per share). You also disclose that $6.9 million of this amount was considered a share premium and included in the total transaction price. Please provide us with your calculation of the share premium, including the quoted share price on the closing date as well as the discount for lack of marketability assumed. Please further explain the reason for including a discount for lack of marketability in your fair value calculation given that the shares are publicly traded. Finally, tell us your consideration of filing the Vertex Agreement and related Stock Purchase Agreement as exhibits.
FirstName LastNameKory Wentworth Comapany NameEntrada Therapeutics, Inc. November 1, 2023 Page 2 FirstName LastName Kory Wentworth Entrada Therapeutics, Inc. November 1, 2023 Page 2 In closing, 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. Please contact Mary Mast at 202-551-3613 or Angela Connell at 202-551-3426 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences
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United States securities and exchange commission logo
November 1, 2023
Kory Wentworth
Chief Financial Officer
Entrada Therapeutics, Inc.
One Design Center Place
Suite 17-500
Boston, MA 02210
Re:Entrada Therapeutics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 6, 2023
Form 10-Q for the Six Months Ended June 30, 2023
Filed August 8, 2023
File No. 001-40969
Dear Kory Wentworth:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Quarterly Period ended June 30, 2023
Notes to Condensed Consolidated Financial Statements (Unaudited)
13. Collaboration and License Agreements, page 23
1.You disclose that simultaneously with the Vertex Agreement, you entered into a Stock
Purchase Agreement whereby Vertex purchased 1,618,613 shares of your common stock
for $26.3 million (or $16.26 per share). You also disclose that $6.9 million of this amount
was considered a share premium and included in the total transaction price. Please
provide us with your calculation of the share premium, including the quoted share price on
the closing date as well as the discount for lack of marketability assumed. Please further
explain the reason for including a discount for lack of marketability in your fair value
calculation given that the shares are publicly traded. Finally, tell us your consideration of
filing the Vertex Agreement and related Stock Purchase Agreement as exhibits.
FirstName LastNameKory Wentworth
Comapany NameEntrada Therapeutics, Inc.
November 1, 2023 Page 2
FirstName LastName
Kory Wentworth
Entrada Therapeutics, Inc.
November 1, 2023
Page 2
In closing, 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.
Please contact Mary Mast at 202-551-3613 or Angela Connell at 202-551-3426 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences