SEC Comment Letter for Equillium, Inc. (EQ) (CIK 0001746466) (EQ) — Oct 1, 2018
Equillium, Inc. (EQ) (CIK 0001746466)
Date: Oct. 1, 2018 · CIK: 0001746466 · Accession: 0000000000-18-030877
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-227387
Letter
September 28, 2018 Daniel M. Bradbury Chief Executive Officer Equillium, Inc. 2223 Avenida de la Playa, Suite 108 La Jolla, CA 92037 Re:Equillium, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 28, 2018 File No. 333-227387 Dear Mr. Bradbury: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. 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 any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 Description of Capital Stock Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, page 1.We note that your amended and restated certificate of incorporation identifies U.S. federal district courts as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Please revise your prospectus to disclose this provision, and to address any uncertainty about the enforceability of such provision.
FirstName LastNameDaniel M. Bradbury Comapany NameEquillium, Inc. September 28, 2018 Page 2 FirstName LastName Daniel M. Bradbury Equillium, Inc. September 28, 2018 Page 2 You may contact Bonnie Baynes at 202-551-4924 or Lisa Vanjoske at 202-551-3614 if you have questions regarding comments on the financial statements and related matters. Please contact Donald Field at 202-551-3680 or Justin Dobbie, Legal Branch Chief, at 202-551-3469 with any other questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance
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September 28, 2018
Daniel M. Bradbury
Chief Executive Officer
Equillium, Inc.
2223 Avenida de la Playa, Suite 108
La Jolla, CA 92037
Re:Equillium, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 28, 2018
File No. 333-227387
Dear Mr. Bradbury:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
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 any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Description of Capital Stock
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, page
144
1.We note that your amended and restated certificate of incorporation identifies U.S. federal
district courts as the exclusive forum for the resolution of any complaint asserting a cause
of action arising under the Securities Act. Please revise your prospectus to disclose this
provision, and to address any uncertainty about the enforceability of such provision.
FirstName LastNameDaniel M. Bradbury
Comapany NameEquillium, Inc.
September 28, 2018 Page 2
FirstName LastName
Daniel M. Bradbury
Equillium, Inc.
September 28, 2018
Page 2
You may contact Bonnie Baynes at 202-551-4924 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters. Please
contact Donald Field at 202-551-3680 or Justin Dobbie, Legal Branch Chief, at 202-551-3469
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance