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SEC Comment Letter for Inhibikase Therapeutics, Inc. (IKT) (CIK 0001750149) (IKT) — Oct 31, 2018

Inhibikase Therapeutics, Inc. (IKT) (CIK 0001750149)
Date: Oct. 31, 2018 · CIK: 0001750149 · Accession: 0000000000-18-034045

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Date
October 31, 2018
Author
Milton Werner
Form
UPLOAD
Company
Inhibikase Therapeutics, Inc. (IKT) (CIK 0001750149)

Letter

October 31, 2018 Milton Werner President and Chief Executive Officer Inhibikase Therapeutics, Inc. 3350 Riverwood Parkway SE, Suite 1900 Atlanta, GA 30339 Re:Inhibikase Therapeutics, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted October 16, 2018 CIK No. 0001750149 Dear Dr. Werner: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form S-1 submitted October 16, 2018 Cover Page 1.We note your statement that no assurance can be given that your application to list your common stock on the Nasdaq Capital Market will be approved. Please revise your disclosure here and elsewhere as appropriate to clarify whether approval of the Nasdaq listing is a condition to the offering.

FirstName LastNameMilton Werner Comapany NameInhibikase Therapeutics, Inc. October 31, 2018 Page 2 FirstName LastName Milton Werner Inhibikase Therapeutics, Inc. October 31, 2018 Page 2 Prospectus Summary Overview, page 1 2.We note your response to our prior comment three. Please delete the statement that you will complete the requirements for submissions of a New Drug Application in 2020. The statement predicting the completion of trials that you have not submitted an application to begin is speculative, assumes positive results and is not appropriate. We will not object to an estimate concerning the length of clinical trials. However, you should also indicate that the FDA may not agree with your trial design and the trials may take longer than anticipated. Risk Factors Our amended and restated certificate of incorporation that will become effective upon the completion..., page 64 3.We note that the forum selection provision in your amended and restated certificate of incorporation identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Exchange Act. Also ensure that the exclusive forum provision in your proposed organizational documents states this clearly. In this 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. In addition, we note that you select the federal district courts as the exclusive forum for causes of action arising under the Securities Act. Please revise your disclosure to address the uncertainty regarding the enforceability of this provision. You may contact Rolf Sundwall at 202-551-3105 or Sharon Blume at 202-551-3474 if you have questions regarding comments on the financial statements and related matters. Please contact Irene Paik at 202-551-6553 or Suzanne Hayes at 202-551-3675 with any other questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance cc: Merrill M. Kraines, Esq.

Show Raw Text
October 31, 2018
Milton Werner
President and Chief Executive Officer
Inhibikase Therapeutics, Inc.
3350 Riverwood Parkway SE, Suite 1900
Atlanta, GA 30339
Re:Inhibikase Therapeutics, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 16, 2018
CIK No. 0001750149
Dear Dr. Werner:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted October 16, 2018
Cover Page
1.We note your statement that no assurance can be given that your application to list
your common stock on the Nasdaq Capital Market will be approved. Please revise
your disclosure here and elsewhere as appropriate to clarify whether approval of the
Nasdaq listing is a condition to the offering.

 FirstName LastNameMilton Werner
 Comapany NameInhibikase Therapeutics, Inc.
 October 31, 2018 Page 2
 FirstName LastName
Milton Werner
Inhibikase Therapeutics, Inc.
October 31, 2018
Page 2
Prospectus Summary
Overview, page 1
2.We note your response to our prior comment three. Please delete the statement that you
will complete the requirements for submissions of a New Drug Application in 2020.  The
statement predicting the completion of trials that you have not submitted an application to
begin is speculative, assumes positive results and is not appropriate.  We will not object
to an estimate concerning the length of clinical trials.  However, you should also indicate
that the FDA may not agree with your trial design and the trials may take longer than
anticipated.
Risk Factors
Our amended and restated certificate of incorporation that will become effective upon the
completion..., page 64
3.We note that the forum selection provision in your amended and restated certificate of
incorporation identifies the Court of Chancery of the State of Delaware as the exclusive
forum for certain litigation, including any “derivative action.”  Please disclose whether
this provision applies to actions arising under the Exchange Act.  Also ensure that the
exclusive forum provision in your proposed organizational documents states this clearly.
In this 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.  In addition, we note that you select the
federal district courts as the exclusive forum for causes of action arising under the
Securities Act.  Please revise your disclosure to address the uncertainty regarding the
enforceability of this provision.
            You may contact Rolf Sundwall at 202-551-3105 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Irene Paik at 202-551-6553 or Suzanne Hayes at 202-551-3675 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Merrill M. Kraines, Esq.