SEC Company Response from Equillium, Inc. (EQ) (CIK 0001746466) (EQ) — Sep 17, 2018
Equillium, Inc. (EQ) (CIK 0001746466)
Date: Sept. 17, 2018 · CIK: 0001746466 · Accession: 0001193125-18-275425
AI Filing Summary & Sentiment
Reasoning
Referenced dates: August 28, 2018
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Healthcare and Insurance Re: Equillium, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted August 30, 2018 CIK No. 0001746466
Dear Mr. Field:
Enclosed on behalf of our client, Equillium, Inc., a Delaware corporation (the “Company”), is a registration statement on Form S-1 (the “Registration Statement”). The Registration Statement updates the Company’s confidential draft registration statement on Form S-1 originally submitted to the Securities and Exchange Commission (the “Commission”) on August 3, 2018 and amended on August 30, 2018 (the “Amended Draft Registration Statement”). The copy of the Registration Statement that is enclosed with the paper copy of this letter is marked to show changes from the Amended Draft Registration Statement.
The Registration Statement is being submitted in response to comments received from the staff of the Commission (the “Staff”) by letters dated August 28, 2018 (the “August Comment Letter”) and September 14, 2018 (the “September Comment Letter” and together with the August Comment Letter, the “Comment Letters”) with respect to the Amended Draft Registration Statement as well as to generally update the disclosure; provided that the Company is only providing a response to comment #6 of the August Comment Letter in this letter. The numbering of the paragraphs below corresponds to the numbering in the Comment Letters, the text of which we have incorporated into this response letter for convenience. Except where otherwise indicated, page references in the text of the responses below correspond to the page numbers of Registration Statement.
Staff Comments and Company Responses
August Comment Letter
Use of Proceeds, page 59
6. We note your disclosure that you intend to use net proceeds to fund research and development of EQ001. Please revise to specify how far in the development of EQ001 you expect to reach with the proceeds of the offering. If any material amounts of other funds are necessary to accomplish the specified purposes for which the proceeds are to be obtained, state the amounts and sources of such other funds needed for each such specified purpose and the sources thereof. Refer to Instruction 3 of Item 504 of Regulation S-K.
Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com
United States Securities and Exchange Commission
September 17, 2018
Page Two
Response: The Company has revised the disclosure on page 59 of the Registration Statement.
September Comment Letter
Overview, page 1
1. We note your responses to our prior comments 1 and 2. Please include a footnote to the table on page 1 to clarify that the Phase 1 trial was completed by your collaboration partner Biocon and was not completed in the U.S. or Canada.
Response: The Company has revised the disclosure on pages 2 and 79 of the Registration Statement.
* * *
The Company respectfully requests the Staff’s assistance in completing the review of the Registration Statement as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding the Registration Statement or this response letter to me at (858) 550-6088.
Sincerely,
/s/ Karen E. Anderson
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CORRESP 1 filename1.htm CORRESP Karen E. Anderson +1 858 550 6088 kanderson@cooley.com VIA EDGAR September 17, 2018 United States Securities and Exchange Commission Division of Corporation Finance Office of Healthcare and Insurance Mail Stop 4720 100 F Street, N.E. Washington, D.C. 20549 Attn: Donald E. Field Re: Equillium, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted August 30, 2018 CIK No. 0001746466 Dear Mr. Field: Enclosed on behalf of our client, Equillium, Inc., a Delaware corporation (the “Company”), is a registration statement on Form S-1 (the “Registration Statement”). The Registration Statement updates the Company’s confidential draft registration statement on Form S-1 originally submitted to the Securities and Exchange Commission (the “Commission”) on August 3, 2018 and amended on August 30, 2018 (the “Amended Draft Registration Statement”). The copy of the Registration Statement that is enclosed with the paper copy of this letter is marked to show changes from the Amended Draft Registration Statement. The Registration Statement is being submitted in response to comments received from the staff of the Commission (the “Staff”) by letters dated August 28, 2018 (the “August Comment Letter”) and September 14, 2018 (the “September Comment Letter” and together with the August Comment Letter, the “Comment Letters”) with respect to the Amended Draft Registration Statement as well as to generally update the disclosure; provided that the Company is only providing a response to comment #6 of the August Comment Letter in this letter. The numbering of the paragraphs below corresponds to the numbering in the Comment Letters, the text of which we have incorporated into this response letter for convenience. Except where otherwise indicated, page references in the text of the responses below correspond to the page numbers of Registration Statement. Staff Comments and Company Responses August Comment Letter Use of Proceeds, page 59 6. We note your disclosure that you intend to use net proceeds to fund research and development of EQ001. Please revise to specify how far in the development of EQ001 you expect to reach with the proceeds of the offering. If any material amounts of other funds are necessary to accomplish the specified purposes for which the proceeds are to be obtained, state the amounts and sources of such other funds needed for each such specified purpose and the sources thereof. Refer to Instruction 3 of Item 504 of Regulation S-K. Cooley LLP 4401 Eastgate Mall San Diego, CA 92121 t: (858) 550-6000 f: (858) 550-6420 cooley.com United States Securities and Exchange Commission September 17, 2018 Page Two Response: The Company has revised the disclosure on page 59 of the Registration Statement. September Comment Letter Overview, page 1 1. We note your responses to our prior comments 1 and 2. Please include a footnote to the table on page 1 to clarify that the Phase 1 trial was completed by your collaboration partner Biocon and was not completed in the U.S. or Canada. Response: The Company has revised the disclosure on pages 2 and 79 of the Registration Statement. * * * The Company respectfully requests the Staff’s assistance in completing the review of the Registration Statement as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding the Registration Statement or this response letter to me at (858) 550-6088. Sincerely, /s/ Karen E. Anderson Karen E. Anderson cc: Daniel M. Bradbury, Equillium, Inc. Bruce Steel, Equillium, Inc. Cheston J. Larson, Latham & Watkins LLP Matthew T. Bush, Latham & Watkins LLP Cooley LLP 4401 Eastgate Mall San Diego, CA 92121 t: (858) 550-6000 f: (858) 550-6420 cooley.com