SEC Comment Letter 0000000000-23-012553 to Kiniksa Pharmaceuticals International, plc (KNSA) (CIK 0001730430) (KNSA)
Kiniksa Pharmaceuticals International, plc (KNSA) (CIK 0001730430)
Date: Nov. 16, 2023 · CIK: 0001730430 · Accession: 0000000000-23-012553
AI Filing Summary & Sentiment
File numbers found in text: 001-38492
Letter
United States securities and exchange commission logo November 16, 2023 Mark Ragosa Senior Vice President and Chief Financial Officer Kiniksa Pharmaceuticals, Ltd. Clarendon House 2 Church Street Hamilton HM11, Bermuda Re:Kiniksa Pharmaceuticals, Ltd. Form 10-K for the fiscal year ended December 31, 2022 Filed March 2, 2023 File No. 001-38492 Dear Mark Ragosa: 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 a 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-K for the fiscal year ended December 31, 2022 Notes to Consolidated Financial Statements 14. Income Taxes, page F-39 1.In 2021 and 2022, you completed intra-entity asset transfers to Kiniksa UK that resulted in a $185.5 million tax benefit in 2022. Please provide us a summarized analysis supporting your accounting treatment for these transactions, including key terms governing each transfer of intellectual property, the nature and amount of consideration paid by Kiniksa UK and relevant tax regulations. Describe and quantify the methods and key assumptions that you used to determine fair values for the transferred assets. Explain your basis for not recognizing a taxable gain corresponding to the stepped-up tax basis arising from these transactions. Refer us to the technical guidance upon which you relied. Please provide us with proposed disclosure to be included in future filings. In addition, provide us with copies of the supporting Asset Transfer Agreements.
FirstName LastNameMark Ragosa Comapany NameKiniksa Pharmaceuticals, Ltd. November 16, 2023 Page 2 FirstName LastName Mark Ragosa Kiniksa Pharmaceuticals, Ltd. November 16, 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 Frank Wyman at 202-551-3660 or Ibolya Ignat at 202-551-3636 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Maddy Zeylikman
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United States securities and exchange commission logo
November 16, 2023
Mark Ragosa
Senior Vice President and Chief Financial Officer
Kiniksa Pharmaceuticals, Ltd.
Clarendon House
2 Church Street
Hamilton HM11, Bermuda
Re:Kiniksa Pharmaceuticals, Ltd.
Form 10-K for the fiscal year ended December 31, 2022
Filed March 2, 2023
File No. 001-38492
Dear Mark Ragosa:
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 a
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-K for the fiscal year ended December 31, 2022
Notes to Consolidated Financial Statements
14. Income Taxes, page F-39
1.In 2021 and 2022, you completed intra-entity asset transfers to Kiniksa UK that resulted in
a $185.5 million tax benefit in 2022. Please provide us a summarized analysis supporting
your accounting treatment for these transactions, including key terms governing each
transfer of intellectual property, the nature and amount of consideration paid by Kiniksa
UK and relevant tax regulations. Describe and quantify the methods and key assumptions
that you used to determine fair values for the transferred assets. Explain your basis for
not recognizing a taxable gain corresponding to the stepped-up tax basis arising from
these transactions. Refer us to the technical guidance upon which you relied. Please
provide us with proposed disclosure to be included in future filings. In addition, provide
us with copies of the supporting Asset Transfer Agreements.
FirstName LastNameMark Ragosa
Comapany NameKiniksa Pharmaceuticals, Ltd.
November 16, 2023 Page 2
FirstName LastName
Mark Ragosa
Kiniksa Pharmaceuticals, Ltd.
November 16, 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 Frank Wyman at 202-551-3660 or Ibolya Ignat at 202-551-3636 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Maddy Zeylikman