SEC Comment Letter 0000000000-24-007312 to Endo, Inc. (NDOI) (CIK 0002008861)
Endo, Inc. (NDOI) (CIK 0002008861)
Date: June 28, 2024 · CIK: 0002008861 · Accession: 0000000000-24-007312
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United States securities and exchange commission logo
June 28, 2024
Blaise A. Coleman
Chief Executive Officer
Endo, Inc.
1400 Atwater Drive
Malvern, PA 19355
Re:Endo, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted June 14, 2024
CIK No. 0002008861
Dear Blaise A. Coleman:
We have reviewed your amended draft registration statement and have the following
comments.
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 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 the information you provide in response to this letter 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
Management
Our Executive Officers and Board of Directors, page 142
1.For each director listed in this section, please describe the qualifications, attributes or
skills that led to the conclusion that they should serve as a director. Refer to Item 401 of
Regulation S-K for guidance.
Sale Price History of our Common Stock, page 179
2.We note your response to prior comment 25 and revised disclosure. Please further revise
to briefly describe how the reference price for the opening public trading price of your
shares of common stock on the NYSE would be determined.
FirstName LastNameBlaise A. Coleman
Comapany NameEndo, Inc.
June 28, 2024 Page 2
FirstName LastName
Blaise A. Coleman
Endo, Inc.
June 28, 2024
Page 2
General
3.We note your response to prior comment 26 including your statement acknowledging your
undertaking pursuant to Item 512(a)(1)(iii) of Regulation S-K to file a post-effective
amendment to this registration statement upon a material change in the plan of
distribution. Please also confirm your understanding that the retention by a selling
stockholder of an underwriter would constitute a material change to your plan of
distribution requiring a post-effective amendment.
Please contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Michael J. Zeidel, Esq.