SEC Company Response from Equillium, Inc. (EQ) (CIK 0001746466) (EQ) — Oct 2, 2018
Equillium, Inc. (EQ) (CIK 0001746466)
Date: Oct. 2, 2018 · CIK: 0001746466 · Accession: 0001193125-18-290182
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-227387
Referenced dates: September 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 Registration Statement on Form S-1 Filed September 28, 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. 2”) to the Company’s registration statement on Form S-1 originally filed with the Securities and Exchange Commission (the “Commission”) on September 17, 2018, as amended by Amendment No. 1 filed with the Commission on September 28, 2018 (the “Amended Registration Statement”). The copy of Amendment No. 2 that is enclosed with the paper copy of this letter is marked to show changes from the Amended Registration Statement.
Amendment No. 2 is being submitted in response to comments received from the staff of the Commission (the “Staff”) by letter dated September 28, 2018 with respect to the Amended Registration Statement (the “Comment Letter”). The numbering of the paragraph 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. 2.
Staff Comment and Company Response
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.
Response: The Company has revised the disclosures on pages 56 and 144 of Amendment No. 2 to clarify that the Company’s amended and restated certificate of incorporation, to be effective upon completion of the Company’s initial public offering, includes a forum selection provision that 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 of 1933, as amended. The Company has also clarified that the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.
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
October 2, 2018
Page Two
* * *
The Company respectfully requests the Staff’s assistance in completing the review of Amendment No. 2 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. 2 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 October 2, 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 Registration Statement on Form S-1 Filed September 28, 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. 2”) to the Company’s registration statement on Form S-1 originally filed with the Securities and Exchange Commission (the “Commission”) on September 17, 2018, as amended by Amendment No. 1 filed with the Commission on September 28, 2018 (the “Amended Registration Statement”). The copy of Amendment No. 2 that is enclosed with the paper copy of this letter is marked to show changes from the Amended Registration Statement. Amendment No. 2 is being submitted in response to comments received from the staff of the Commission (the “Staff”) by letter dated September 28, 2018 with respect to the Amended Registration Statement (the “Comment Letter”). The numbering of the paragraph 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. 2. Staff Comment and Company Response 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. Response: The Company has revised the disclosures on pages 56 and 144 of Amendment No. 2 to clarify that the Company’s amended and restated certificate of incorporation, to be effective upon completion of the Company’s initial public offering, includes a forum selection provision that 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 of 1933, as amended. The Company has also clarified that the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. 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 October 2, 2018 Page Two * * * The Company respectfully requests the Staff’s assistance in completing the review of Amendment No. 2 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. 2 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