SEC Comment Letter 0000000000-22-012890 to Disc Medicine, Inc. (IRON) (CIK 0001816736) (IRON)
Disc Medicine, Inc. (IRON) (CIK 0001816736)
Date: Nov. 29, 2022 · CIK: 0001816736 · Accession: 0000000000-22-012890
AI Filing Summary & Sentiment
File numbers found in text: 333-267276
Letter
United States securities and exchange commission logo November 29, 2022 Georges Gemayel, Ph.D. Interim President and Chief Executive Officer Gemini Therapeutics, Inc. 297 Boston Post Road #248 Wayland, MA 01778 Re:Gemini Therapeutics, Inc. Amendment No. 3 to Registration Statement on Form S-4 Filed November 23, 2022 File No. 333-267276 Dear Georges Gemayel: We have reviewed your amended 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 17, 2022 letter. Amendment No. 3 to Registration Statement on Form S-4 Risk Factors Risks Related to the Merger, page 23 1.We reissue comment 2 in part. Revise the risk factor to specifically address the fact that the projections do not consider the risk that none of the Disc product candidates receive FDA approval. We note this disclosure in the revisions on page 150 in response to our prior comments. Summary of Financial Analysis, page 157 2.We note your response to comment 4 and your revised disclosure on page 157. Please also explain here what factors led SVB Securities to use a discount rate ranging from 10% to
FirstName LastNameGeorges Gemayel, Ph.D. Comapany NameGemini Therapeutics, Inc. November 29, 2022 Page 2 FirstName LastName Georges Gemayel, Ph.D. Gemini Therapeutics, Inc. November 29, 2022 Page 2 12%. In the alternative, if the range was provided by Gemini management, please disclose that information and any associated parameters provided by Gemini. You may contact Tara Harkins at 202-551-3639 or Brian Cascio at 202-551-3676 if you have questions regarding comments on the financial statements and related matters. Please contact Jessica Ansart at 202-551-4511 or Abby Adams at 202-551-6902 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Mark Nylen, Esq.
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United States securities and exchange commission logo
November 29, 2022
Georges Gemayel, Ph.D.
Interim President and Chief Executive Officer
Gemini Therapeutics, Inc.
297 Boston Post Road #248
Wayland, MA 01778
Re:Gemini Therapeutics, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed November 23, 2022
File No. 333-267276
Dear Georges Gemayel:
We have reviewed your amended 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our November 17, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4
Risk Factors
Risks Related to the Merger, page 23
1.We reissue comment 2 in part. Revise the risk factor to specifically address the fact that
the projections do not consider the risk that none of the Disc product candidates receive
FDA approval. We note this disclosure in the revisions on page 150 in response to our
prior comments.
Summary of Financial Analysis, page 157
2.We note your response to comment 4 and your revised disclosure on page 157. Please also
explain here what factors led SVB Securities to use a discount rate ranging from 10% to
FirstName LastNameGeorges Gemayel, Ph.D.
Comapany NameGemini Therapeutics, Inc.
November 29, 2022 Page 2
FirstName LastName
Georges Gemayel, Ph.D.
Gemini Therapeutics, Inc.
November 29, 2022
Page 2
12%. In the alternative, if the range was provided by Gemini management, please
disclose that information and any associated parameters provided by Gemini.
You may contact Tara Harkins at 202-551-3639 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jessica Ansart at 202-551-4511 or Abby Adams at 202-551-6902 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Mark Nylen, Esq.