SEC Comment Letter for SpyGlass Pharma, (SGP) — Jan 27, 2026
SpyGlass Pharma, Inc.
Date: Jan. 27, 2026 · CIK: 0001778922 · Accession: 0000000000-26-000806
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-292779
Letter
Re: SpyGlass Pharma, Inc. Registration Statement on Form S-1 Filed January 16, 2026 File No. 333-292779 Dear Patrick Mooney:
January 27, 2026
Patrick Mooney Chief Executive Officer SpyGlass Pharma, Inc. 27061 Aliso Creek Rd. Suite 100 Aliso Viejo, CA 92656
We have reviewed your registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a 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 letter, we may have additional comments.
Registration Statement on Form S-1 Exhibits
1. We note Article 9.5 of your Form of Amended and Restated Bylaws to be in effect upon completion of the offering, filed as Exhibit 3.4, does not expressly address claims arising under the Exchange Act. It applies to derivative actions and provides the federal district court for the District of Delaware as the exclusive forum if the Court of Chancery of the State of Delaware does not have jurisdiction. We note your disclosure on pages 73 and 187 says "[t]his provision would not apply to any action brought to enforce a duty or liability created by the Exchange Act and the rules and regulations thereunder." Please revise to reconcile your disclosure with your Bylaws, or advise. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. January 27, 2026 Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Christie Wong at 202-551-3684 or Li Xiao at 202-551-4391 if you have questions regarding comments on the financial statements and related matters. Please contact Robert Augustin at 202-551-8483 or Margaret Sawicki at 202-551-7153 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Ben Capps, Esq.
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<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> January 27, 2026 Patrick Mooney Chief Executive Officer SpyGlass Pharma, Inc. 27061 Aliso Creek Rd. Suite 100 Aliso Viejo, CA 92656 Re: SpyGlass Pharma, Inc. Registration Statement on Form S-1 Filed January 16, 2026 File No. 333-292779 Dear Patrick Mooney: We have reviewed your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a 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 letter, we may have additional comments. Registration Statement on Form S-1 Exhibits 1. We note Article 9.5 of your Form of Amended and Restated Bylaws to be in effect upon completion of the offering, filed as Exhibit 3.4, does not expressly address claims arising under the Exchange Act. It applies to derivative actions and provides the federal district court for the District of Delaware as the exclusive forum if the Court of Chancery of the State of Delaware does not have jurisdiction. We note your disclosure on pages 73 and 187 says "[t]his provision would not apply to any action brought to enforce a duty or liability created by the Exchange Act and the rules and regulations thereunder." Please revise to reconcile your disclosure with your Bylaws, or advise. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. January 27, 2026 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Christie Wong at 202-551-3684 or Li Xiao at 202-551-4391 if you have questions regarding comments on the financial statements and related matters. Please contact Robert Augustin at 202-551-8483 or Margaret Sawicki at 202-551-7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Ben Capps, Esq. </TEXT> </DOCUMENT>