SEC Company Response from Equillium, Inc. (EQ) (CIK 0001746466) (EQ) — Sep 28, 2018
Equillium, Inc. (EQ) (CIK 0001746466)
Date: Sept. 28, 2018 · CIK: 0001746466 · Accession: 0001193125-18-286279
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-227387
Referenced dates: September 26, 2018
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Healthcare and Insurance Re: Equillium, Inc. Registration Statement on Form S-1 Filed September 17, 2018 File No. 333-227387
Dear Mr. Field:
Enclosed on behalf of our client, Equillium, Inc., a Delaware corporation (the “Company”), is an amendment (“Amendment No. 1”) to the Company’s registration statement on Form S-1 originally filed with the Securities and Exchange Commission (the “Commission”) on September 17, 2018 (the “Original Registration Statement”). The copy of Amendment No. 1 that is enclosed with the paper copy of this letter is marked to show changes from the Original Registration Statement.
Amendment No. 1 is being submitted in response to comments received from the staff of the Commission (the “Staff”) by letter dated September 26, 2018 with respect to the Original Registration Statement (the “Comment Letter”). The numbering of the paragraphs below corresponds to the numbering in the Comment Letter, 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 Amendment No. 1.
Staff Comments and Company Responses
Government Regulation and Product Approval, page 101
1. We note the risk factor added to the bottom of page 11. Please revise this section to discuss in detail U.S. export control laws and regulations which may be applicable to the company due to EQ001 being derived from Cuban-origin intellectual property. Please discuss in enough detail so that investors can clearly understand the applicable laws and regulations and the company’s current status with and expectations for obtaining interpretive guidance from OFAC or the required licenses necessary to deal in, or otherwise commercialize, EQ001.
Response: The Company has revised the disclosure on pages 3, 12 and 114 of Amendment No. 1.
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 28, 2018
Page Two
Description of Capital Stock
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, page 142
2. We note that your forum selection provisions in your certificate of incorporation and bylaws identify the Court of Chancery in the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether these provisions apply to actions arising under the federal securities laws. In that 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. If these provisions do not apply to actions arising under the federal securities laws, please also ensure that the exclusive forum provision in each of your governing documents states this clearly.
Response: The Company has revised the disclosure on pages 56 and 144 of Amendment No. 1 and has revised its amended and restated certificate of incorporation and amended and restated bylaws to be effective upon completion of the Company’s initial public offering to clarify that the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action”, would not apply to suits to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction.
* * *
The Company respectfully requests the Staff’s assistance in completing the review of Amendment No. 1 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 Amendment No. 1 or this response letter to me at (858) 550-6088.
Sincerely,
Cooley LLP
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CORRESP 1 filename1.htm CORRESP Karen E. Anderson +1 858 550 6088 kanderson@cooley.com Via EDGAR September 28, 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. Registration Statement on Form S-1 Filed September 17, 2018 File No. 333-227387 Dear Mr. Field: Enclosed on behalf of our client, Equillium, Inc., a Delaware corporation (the “Company”), is an amendment (“Amendment No. 1”) to the Company’s registration statement on Form S-1 originally filed with the Securities and Exchange Commission (the “Commission”) on September 17, 2018 (the “Original Registration Statement”). The copy of Amendment No. 1 that is enclosed with the paper copy of this letter is marked to show changes from the Original Registration Statement. Amendment No. 1 is being submitted in response to comments received from the staff of the Commission (the “Staff”) by letter dated September 26, 2018 with respect to the Original Registration Statement (the “Comment Letter”). The numbering of the paragraphs below corresponds to the numbering in the Comment Letter, 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 Amendment No. 1. Staff Comments and Company Responses Government Regulation and Product Approval, page 101 1. We note the risk factor added to the bottom of page 11. Please revise this section to discuss in detail U.S. export control laws and regulations which may be applicable to the company due to EQ001 being derived from Cuban-origin intellectual property. Please discuss in enough detail so that investors can clearly understand the applicable laws and regulations and the company’s current status with and expectations for obtaining interpretive guidance from OFAC or the required licenses necessary to deal in, or otherwise commercialize, EQ001. Response: The Company has revised the disclosure on pages 3, 12 and 114 of Amendment No. 1. 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 28, 2018 Page Two Description of Capital Stock Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, page 142 2. We note that your forum selection provisions in your certificate of incorporation and bylaws identify the Court of Chancery in the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether these provisions apply to actions arising under the federal securities laws. In that 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. If these provisions do not apply to actions arising under the federal securities laws, please also ensure that the exclusive forum provision in each of your governing documents states this clearly. Response: The Company has revised the disclosure on pages 56 and 144 of Amendment No. 1 and has revised its amended and restated certificate of incorporation and amended and restated bylaws to be effective upon completion of the Company’s initial public offering to clarify that the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action”, would not apply to suits to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. * * * The Company respectfully requests the Staff’s assistance in completing the review of Amendment No. 1 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 Amendment No. 1 or this response letter to me at (858) 550-6088. Sincerely, Cooley LLP /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