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SEC Comment Letter 0000000000-23-000116 to Structure Therapeutics Inc. (GPCR) (CIK 0001888886) (GPCR)

Structure Therapeutics Inc. (GPCR) (CIK 0001888886)
Date: Jan. 4, 2023 · CIK: 0001888886 · Accession: 0000000000-23-000116

AI Filing Summary & Sentiment

Date
January 4, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Structure Therapeutics Inc. (GPCR) (CIK 0001888886)

Letter

United States securities and exchange commission logo January 4, 2023 Jun Yoon Chief Financial Officer Structure Therapeutics Inc. 611 Gateway Blvd., Suite 223 South San Francisco, CA 94080 Re:Structure Therapeutics Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted December 5, 2022 CIK No. 0001888886 Dear Jun Yoon: 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. 2 to Draft Registration Statement on Form S-1 Cover Page 1.Disclose on your cover page whether your offering is contingent upon final approval of your NASDAQ listing application. Please ensure the disclosure is consistent with your underwriting agreement. Prospectus Summary, page 1 2.Please disclose whether you plan to conduct the Phase 2 trials for ANPA-0073 in the US or in another country.

FirstName LastNameJun Yoon Comapany NameStructure Therapeutics Inc. January 4, 2023 Page 2 FirstName LastName Jun Yoon Structure Therapeutics Inc. January 4, 2023 Page 2 Our Pipeline and Programs, page 4 3.We note your use of the term “significant unmet medical needs” here and elsewhere in the document. Such a term might imply that your candidates are eligible for fast track designation or priority review granted by the FDA for products that treat certain serious unmet medical needs. Please remove your use of this term throughout or otherwise please explain why you believe use of this term is appropriate. Business, page 120 4.Please revise the Business section, where appropriate, to present your plans for the Phase 1b multiple ascending dose trial in GSBR-1290. In this regard, we note your Summary disclosure indicates that in September 2022 you received FDA allowance for the IND associated with this trial. Also discuss your current plans for the Phase 2 trial for ANPA-0073. Initial Public Offering Participation Rights, page 198 5.We note your response to prior comment 3. Prior to effectiveness, please revise the prospectus, where appropriate, to disclose whether the shares will be offered as part of the public offering or in separate private placement.

Principal Shareholders, page 200 6.Please revise to identify the natural person(s) with voting and/or dispositive control over the shares held by ERVC Healthcare IV, L.P. and XX-I SHT Holdings Limited. You may contact Vanessa Robertson at 202-551-3649 or Terence O'Brien at 202-551- 3355 if you have questions regarding comments on the financial statements and related matters. Please contact Jimmy McNamara at 202-551-7349 or Joe McCann at 202-551- 6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Patrick Loofbourrow

Show Raw Text
United States securities and exchange commission logo
January 4, 2023
Jun Yoon
Chief Financial Officer
Structure Therapeutics Inc.
611 Gateway Blvd., Suite 223
South San Francisco, CA 94080
Re:Structure Therapeutics Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted December 5, 2022
CIK No. 0001888886
Dear Jun Yoon:
            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. 2 to Draft Registration Statement on Form S-1
Cover Page
1.Disclose on your cover page whether your offering is contingent upon final approval of
your NASDAQ listing application.  Please ensure the disclosure is consistent with your
underwriting agreement.
Prospectus Summary, page 1
2.Please disclose whether you plan to conduct the Phase 2 trials for ANPA-0073 in the US
or in another country.

 FirstName LastNameJun  Yoon
 Comapany NameStructure Therapeutics Inc.
 January 4, 2023 Page 2
 FirstName LastName
Jun  Yoon
Structure Therapeutics Inc.
January 4, 2023
Page 2
Our Pipeline and Programs, page 4
3.We note your use of the term “significant unmet medical needs” here and elsewhere in the
document. Such a term might imply that your candidates are eligible for fast track
designation or priority review granted by the FDA for products that treat certain serious
unmet medical needs.  Please remove your use of this term throughout or otherwise please
explain why you believe use of this term is appropriate.
Business, page 120
4.Please revise the Business section, where appropriate, to present your plans for
the Phase 1b multiple ascending dose trial in GSBR-1290.  In this regard, we note your
Summary disclosure indicates that in September 2022 you received FDA allowance for
the IND associated with this trial.  Also discuss your current plans for the Phase 2 trial
for ANPA-0073.
Initial Public Offering Participation Rights, page 198
5.We note your response to prior comment 3.  Prior to effectiveness, please revise the
prospectus, where appropriate, to disclose whether the shares will be offered as part of the
public offering or in separate private placement.

Principal Shareholders, page 200
6.Please revise to identify the natural person(s) with voting and/or dispositive control over
the shares held by ERVC Healthcare IV, L.P. and XX-I SHT Holdings Limited.
            You may contact Vanessa Robertson at 202-551-3649 or Terence O'Brien at 202-551-
3355 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jimmy McNamara at 202-551-7349 or Joe McCann at 202-551-
6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Patrick Loofbourrow