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Solid Biosciences Inc.
Response Received
1 company response(s)
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Solid Biosciences Inc.
Response Received
1 company response(s)
High - file number match
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Solid Biosciences Inc.
Response Received
1 company response(s)
High - file number match
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Solid Biosciences Inc.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-03-18
Solid Biosciences Inc.
Summary
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Company responded
2024-05-15
Solid Biosciences Inc.
Summary
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Solid Biosciences Inc.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-02-05
Solid Biosciences Inc.
Summary
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Company responded
2024-02-06
Solid Biosciences Inc.
Summary
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Solid Biosciences Inc.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-02-01
Solid Biosciences Inc.
Summary
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Company responded
2023-02-02
Solid Biosciences Inc.
Summary
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Solid Biosciences Inc.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2021-08-25
Solid Biosciences Inc.
Summary
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Company responded
2021-08-25
Solid Biosciences Inc.
Summary
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Solid Biosciences Inc.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2021-03-18
Solid Biosciences Inc.
Summary
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Company responded
2021-03-22
Solid Biosciences Inc.
Summary
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Solid Biosciences Inc.
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2019-09-04
Solid Biosciences Inc.
Summary
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Company responded
2019-10-11
Solid Biosciences Inc.
References: September 4, 2019
Summary
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Company responded
2019-10-23
Solid Biosciences Inc.
Summary
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Solid Biosciences Inc.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2019-03-14
Solid Biosciences Inc.
Summary
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Company responded
2019-03-15
Solid Biosciences Inc.
Summary
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Solid Biosciences Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2018-01-22
Solid Biosciences Inc.
Summary
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Solid Biosciences Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2018-01-22
Solid Biosciences Inc.
Summary
Generating summary...
Solid Biosciences Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2018-01-16
Solid Biosciences Inc.
Summary
Generating summary...
Solid Biosciences Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2018-01-05
Solid Biosciences Inc.
Summary
Generating summary...
Solid Biosciences Inc.
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2017-09-05
Solid Biosciences Inc.
Summary
Generating summary...
Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-22 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2025-05-21 | SEC Comment Letter | Solid Biosciences Inc. | DE | 333-287325 | Read Filing View |
| 2025-03-12 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2025-03-12 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2025-03-11 | SEC Comment Letter | Solid Biosciences Inc. | DE | 333-285611 | Read Filing View |
| 2025-03-11 | SEC Comment Letter | Solid Biosciences Inc. | DE | 333-285613 | Read Filing View |
| 2024-05-15 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2024-03-18 | SEC Comment Letter | Solid Biosciences Inc. | DE | 333-277871 | Read Filing View |
| 2024-02-06 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2024-02-05 | SEC Comment Letter | Solid Biosciences Inc. | DE | 333-276764 | Read Filing View |
| 2023-02-02 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2023-02-01 | SEC Comment Letter | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2021-08-25 | SEC Comment Letter | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2021-08-25 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2021-03-22 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2021-03-18 | SEC Comment Letter | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2019-10-23 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2019-10-11 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2019-09-04 | SEC Comment Letter | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2019-03-15 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2019-03-14 | SEC Comment Letter | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2018-01-22 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2018-01-22 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2018-01-16 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2018-01-05 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2017-09-05 | SEC Comment Letter | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-21 | SEC Comment Letter | Solid Biosciences Inc. | DE | 333-287325 | Read Filing View |
| 2025-03-11 | SEC Comment Letter | Solid Biosciences Inc. | DE | 333-285611 | Read Filing View |
| 2025-03-11 | SEC Comment Letter | Solid Biosciences Inc. | DE | 333-285613 | Read Filing View |
| 2024-03-18 | SEC Comment Letter | Solid Biosciences Inc. | DE | 333-277871 | Read Filing View |
| 2024-02-05 | SEC Comment Letter | Solid Biosciences Inc. | DE | 333-276764 | Read Filing View |
| 2023-02-01 | SEC Comment Letter | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2021-08-25 | SEC Comment Letter | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2021-03-18 | SEC Comment Letter | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2019-09-04 | SEC Comment Letter | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2019-03-14 | SEC Comment Letter | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2017-09-05 | SEC Comment Letter | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-22 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2025-03-12 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2025-03-12 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2024-05-15 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2024-02-06 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2023-02-02 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2021-08-25 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2021-03-22 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2019-10-23 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2019-10-11 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2019-03-15 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2018-01-22 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2018-01-22 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2018-01-16 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
| 2018-01-05 | Company Response | Solid Biosciences Inc. | DE | N/A | Read Filing View |
2025-05-22 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP May 22, 2025 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Daniel Crawford Re: Solid Biosciences Inc. Registration Statement on Form S-3 Filed May 15, 2025 File No. 333-287325 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Solid Biosciences Inc. (the “ Registrant ”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-287325), so that it may become effective at 4:00 p.m., Eastern time, on May 27, 2025, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff. Very truly yours, By: /s/ Alexander Cumbo Alexander Cumbo Chief Executive Officer
2025-05-21 - UPLOAD - Solid Biosciences Inc. File: 333-287325
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 21, 2025 Alexander Cumbo President, Chief Executive Officer and Director Solid Biosciences Inc. 500 Rutherford Avenue, Third Floor Charlestown, MA 02129 Re: Solid Biosciences Inc. Registration Statement on Form S-3 Filed May 15, 2025 File No. 333-287325 Dear Alexander Cumbo: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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. Please contact Daniel Crawford at 202-551-7767 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Caroline Dotolo, Esq. </TEXT> </DOCUMENT>
2025-03-12 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP March 12, 2025 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Tyler Howes Re: Solid Biosciences Inc. Registration Statement on Form S-3 Filed March 6, 2025 File No. 333-285613 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Solid Biosciences Inc. (the “ Registrant ”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-285613), so that it may become effective at 4:00 p.m., Eastern time, on March 14, 2025, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff. Very truly yours, By: /s/ Alexander Cumbo Alexander Cumbo Chief Executive Officer
2025-03-12 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP March 12, 2025 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Tyler Howes Re: Solid Biosciences Inc. Registration Statement on Form S-3 Filed March 6, 2025 File No. 333-285611 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Solid Biosciences Inc. (the “ Registrant ”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-285611), so that it may become effective at 4:00 p.m., Eastern time, on March 14, 2025, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff. Very truly yours, By: /s/ Alexander Cumbo Alexander Cumbo Chief Executive Officer
2025-03-11 - UPLOAD - Solid Biosciences Inc. File: 333-285611
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 11, 2025 Alexander Cumbo Chief Executive Officer Solid Biosciences Inc. 500 Rutherford Avenue, Third Floor Charlestown, MA 02129 Re: Solid Biosciences Inc. Registration Statement on Form S-3 Filed March 6, 2025 File No. 333-285611 Dear Alexander Cumbo: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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. Please contact Tyler Howes at 202-551-3370 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Caroline Dotolo, Esq. </TEXT> </DOCUMENT>
2025-03-11 - UPLOAD - Solid Biosciences Inc. File: 333-285613
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 11, 2025 Alexander Cumbo Chief Executive Officer Solid Biosciences Inc. 500 Rutherford Avenue, Third Floor Charlestown, MA 02129 Re: Solid Biosciences Inc. Registration Statement on Form S-3 Filed March 6, 2025 File No. 333-285613 Dear Alexander Cumbo: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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. Please contact Tyler Howes at 202-551-3370 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Caroline Dotolo, Esq. </TEXT> </DOCUMENT>
2024-05-15 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP May 15, 2024 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Jimmy McNamara Re: Solid Biosciences Inc. Registration Statement on Form S-3 Filed March 13, 2024 File No. 333-277871 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Solid Biosciences Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-277871), so that it may become effective at 9:30 a.m., Eastern time, on May 17, 2024, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff. Very truly yours, By: /s/ Alexander Cumbo Alexander Cumbo Chief Executive Officer
2024-03-18 - UPLOAD - Solid Biosciences Inc. File: 333-277871
United States securities and exchange commission logo
March 18, 2024
Bo Cumbo
Chief Executive Officer
Solid Biosciences Inc.
500 Rutherford Avenue, Third Floor
Charlestown, MA 02129
Re:Solid Biosciences Inc.
Registration Statement on Form S-3
Filed March 13, 2024
File No. 333-277871
Dear Bo Cumbo:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Caroline Dotolo
2024-02-06 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP February 6, 2024 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Jessica Dickerson Re: Solid Biosciences Inc. Registration Statement on Form S-3 Filed January 30, 2024 File No. 333-276764 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Solid Biosciences Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-276764), so that it may become effective at 4:30 p.m., Eastern time, on February 8, 2024, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff. Very truly yours, By: /s/ Bo Cumbo Bo Cumbo Chief Executive Officer
2024-02-05 - UPLOAD - Solid Biosciences Inc. File: 333-276764
United States securities and exchange commission logo
February 5, 2024
Alexander Cumbo
Chief Executive Officer
Solid Biosciences Inc.
500 Rutherford Avenue, Third Floor
Charlestown, MA 02129
Re:Solid Biosciences Inc.
Registration Statement on Form S-3
Filed January 30, 2024
File No. 333-276764
Dear Alexander Cumbo:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Caroline Dotolo, Esq.
2023-02-02 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP February 2, 2023 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Tim Buchmiller Re: Solid Biosciences Inc. Registration Statement on Form S-3 File No. 333-269424 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Solid Biosciences Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-269424), so that it may become effective at 4:30 p.m., Eastern time, on February 6, 2023, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff. Very truly yours, By: /s/ Bo Cumbo Bo Cumbo Chief Executive Officer
2023-02-01 - UPLOAD - Solid Biosciences Inc.
United States securities and exchange commission logo
February 1, 2023
Alexander Cumbo
Chief Executive Officer
Solid Biosciences Inc.
500 Rutherford Avenue
Charlestown, MA 02129
Re:Solid Biosciences Inc.
Registration Statement on Form S-3
Filed January 26, 2023
File No. 333-269424
Dear Alexander Cumbo:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Caroline Dotolo, Esq.
2021-08-25 - UPLOAD - Solid Biosciences Inc.
United States securities and exchange commission logo
August 25, 2021
Ilan Ganot
Chief Executive Officer
Solid Biosciences Inc.
141 Portland Street, Fifth Floor
Cambridge, MA 02139
Re:Solid Biosciences Inc.
Registration Statement on Form S-3
Filed August 16, 2021
File No. 333-258859
Dear Mr. Ganot:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Craig Hilts
2021-08-25 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP August 25, 2021 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Solid Biosciences Inc. Registration Statement on Form S-3 File No. 333-258859 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Solid Biosciences Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-258859), so that it may become effective at 4:30 p.m., Eastern time, on August 27, 2021, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff. Very truly yours, By: /s/ Ilan Ganot Ilan Ganot Chief Executive Officer
2021-03-22 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP March 22, 2021 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Margaret Schwartz Re: Solid Biosciences Inc. Registration Statement on Form S-3 File No. 333-254310 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Solid Biosciences Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-254310), so that it may become effective at 4:30 p.m., Eastern time, on March 24, 2021, or as soon as practicable thereafter. Very truly yours, By: /s/ Ilan Ganot Ilan Ganot Chief Executive Officer
2021-03-18 - UPLOAD - Solid Biosciences Inc.
United States securities and exchange commission logo
March 18, 2021
Ilan Ganot
Chief Executive Officer
Solid Biosciences Inc.
141 Portland Street, Fifth Floor
Cambridge, MA 02139
Re:Solid Biosciences Inc.
Registration Statement on Form S-3
Filed March 15, 2021
File No. 333-254310
Dear Mr. Ganot:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Lia Der Marderosian, Esq.
2019-10-23 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP October 23, 2019 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Sonia Bednarowski Re: Solid Biosciences Inc. Registration Statement on Form S-3 File No. 333-233594 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Solid Biosciences Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-233594), so that it may become effective at 4:30 p.m., Eastern time, on October 25, 2019, or as soon as practicable thereafter. Very truly yours, By: /s/ Lynette Herscha Lynette Herscha Chief Legal Officer
2019-10-11 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP October 11, 2019 By Electronic Submission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowski Re: Solid Biosciences Inc. Registration Statement on Form S-3 Filed September 3, 2019 File No. 333-233594 Ladies and Gentlemen: On behalf of Solid Biosciences Inc. (the “Company”), we are responding to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated September 4, 2019 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-3 filed on September 3, 2019. Set forth below is the Company’s response to the Staff’s comment. The response set forth below is based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company. For convenience, the response is keyed to the numbering of the comment and the heading used in the Comment Letter. Registration Statement on Form S-3 General 1. We note that the forum selection provisions in your certificate of incorporation and bylaws identify the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether these provisions apply to actions arising under the Securities Act or Exchange Act. In that 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, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provisions apply to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act. Securities and Exchange Commission Division of Corporation Finance October 11, 2019 Page 2 Response: The choice of forum provision will not apply to actions arising under the Securities Act or the Exchange Act. Therefore, in the Company’s future quarterly and annual reports, including the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, the Company will revise its existing risk factor disclosure on this topic as follows (with revisions emphasized below by italicized and underlined text): “Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for such disputes with us or our directors, officers or employees. Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim for breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine. We do not intend to have this choice of forum provision apply to, and this choice of forum provision will not apply to, actions arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.” If you have any further questions or comments, or if you require any additional information, please contact the undersigned by telephone at (617) 526-6982 or e-mail at lia.dermarderosian@wilmerhale.com. Thank you for your assistance. Very truly yours, /s/ Lia Der Marderosian Lia Der Marderosian cc: Ilan Ganot, Solid Biosciences Inc. Lynette Herscha, Solid Biosciences Inc.
2019-09-04 - UPLOAD - Solid Biosciences Inc.
September 4, 2019
Ilan Ganot
Chief Executive Officer
Solid Biosciences Inc.
141 Portland Street, Fifth Floor
Cambridge, MA 02139
Re:Solid Biosciences Inc.
Registration Statement on Form S-3
Filed September 3, 2019
File No. 333-233594
Dear Mr. Ganot:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-3
General
1.We note that the forum selection provisions in your certificate of incorporation and
bylaws identify the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation, including any “derivative action.” Please disclose whether
these provisions apply to actions arising under the Securities Act or Exchange Act. In that
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, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder. If the
provisions apply to Securities Act claims, please also revise your prospectus to state that
FirstName LastNameIlan Ganot
Comapany NameSolid Biosciences Inc.
September 4, 2019 Page 2
FirstName LastName
Ilan Ganot
Solid Biosciences Inc.
September 4, 2019
Page 2
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.
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.
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 Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-
8071 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
2019-03-15 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP March 15, 2019 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Donald Field Re: Solid Biosciences Inc. Registration Statement on Form S-3 File No. 333-230228 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Solid Biosciences Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-230228), so that it may become effective at 4:00 p.m., Eastern time, on March 19, 2019, or as soon as practicable thereafter. Very truly yours, By: /s/ Lynette Herscha Lynette Herscha Chief Legal Officer
2019-03-14 - UPLOAD - Solid Biosciences Inc.
March 14, 2019
Ilan Ganot
Chief Executive Officer
Solid Biosciences Inc.
141 Portland Street, Fifth Floor
Cambridge, MA 02139
Re:Solid Biosciences Inc.
Registration Statement on Form S-3
Filed March 13, 2019
File No. 333-230228
Dear Mr. Ganot:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
2018-01-22 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Leerink Partners LLC 299 Park Avenue, 21st Floor New York, New York 10171 January 22, 2018 United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Christine Westbrook Re: Solid Biosciences, LLC Registration Statement on Form S-1 Registration File No. 333- 222357 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Solid Biosciences, LLC (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:00 PM, Eastern Time, on January 24, 2018 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Proskauer Rose LLP, request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated January 16, 2018: (i) Dates of distribution: January 16, 2018 through the date hereof (ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 5 (iii) Number of prospectuses furnished to investors: approximately: 3,000 (iv) Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately: 255 We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Very truly yours, J.P. MORGAN SECURITIES LLC Acting on behalf of itself and the several underwriters By: J.P. MORGAN SECURITIES LLC By: /s/ David Ke Name: David Ke Title: Vice President Very truly yours, GOLDMAN SACHS & CO. LLC Acting on behalf of itself and the several underwriters By: GOLDMAN SACHS & CO. LLC By: /s/ Elizabeth Wood Name: Elizabeth Wood Title: Managing Director Very truly yours, LEERINK PARTNERS LLC Acting on behalf of itself and the several underwriters By: LEERINK PARTNERS LLC By: /s/ John I. Fitzgerald, Esq. Name: John I. Fitzgerald, Esq. Title: Managing Director
2018-01-22 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP SOLID BIOSCIENCES, LLC 161 First Street, Third Floor Cambridge, Massachusetts 02142 January 22, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-1004 Re: Solid Biosciences, LLC Registration Statement on Form S-1 (File No. 333-222357) Acceleration Request: Requested Date: January 24, 2018 Requested Time: 3:00 PM Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Solid Biosciences, LLC (the “Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-222357) (the “Registration Statement”) so that it may become effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable. In connection with this acceleration request, the Company hereby acknowledges that: (a) should the United States Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; (b) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and (c) it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. The Company understands that the staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the Registration Statement. [Signature page follows] SOLID BIOSCIENCES, LLC By: /s/ Ilan Ganot Name: Ilan Ganot Title: Chief Executive Officer [Signature Page – Company Acceleration Request]
2018-01-16 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP Julie M. Allen, Esq. Member of the Firm d 212.969.3155 f 212.969.2900 jallen@proskauer.com www.proskauer.com January 16, 2018 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C 20549 Attn: Joseph McCann Christine Westbrook Kevin W. Vaughn Bonnie Baynes Re: Solid Biosciences Inc. Registration Statement on Form S-1 (No. 333-222357) Filed on December 29, 2017 and as amended on January 16, 2018 Ladies and Gentlemen: On behalf of Solid Biosciences, LLC (the “Company”), we submit this supplemental letter to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the above referenced registration statement of the Company confidentially submitted to the Commission on Form S-1 on August 4, 2017 and subsequently resubmitted on October 20, 2017 and publicly filed on December 29, 2017 and as amended on January 16, 2018 (the “Registration Statement”). On January 5, 2018, we submitted a letter to the Staff (the “Original Letter”) concerning the Company’s equity-based compensation granted to employees and consultants under its equity incentive plans. We seek to supplement the Original Letter in order to provide further detail on a particular feature of our limited liability company agreement that impacts the fair value of our Series D Common Units. As previously disclosed, certain of our employees and consultants have received grants of common units in our company. These awards are accounted for in accordance with guidance prescribed for accounting for equity-based compensation. Based on this guidance and the terms of the awards, the awards are equity classified. The common units receive distributions only if a threshold, that is equivalent to the overall value of our company on the grant date, is exceeded. The threshold impacts the fair value of our common units because as the overall value of our company increases, common units with a lower threshold have a higher per unit fair value than common units subject to higher thresholds because proceeds are distributed in an order of priority in accordance with our limited liability company agreement. Under the terms of our limited liability company agreement, upon conversion to a corporation, holders of our preferred units would be contractually entitled to receive the number of shares of common stock in the converted corporation that equals the value of the units that such holders held in our company immediately prior to the conversion. Therefore, if the equity value of our company has not reached a specific threshold that would allow the holders of preferred units to receive their full value, such holders, pursuant to the terms of our limited liability company agreement, would be entitled to receive more shares of common stock upon a U.S. Securities and Exchange Commission January 16, 2018 Page 2 corporate conversion in order to make them “whole.” This contractual protection for the benefit of holders of our preferred units would result in the holders of our Series D Common Units receiving less value for their Series D Common Units in an initial public offering. For example, until such time as the equity value of our company has increased to reach the specified threshold that results in the Series D Common Unit holders having caught up to the value of the holders of our preferred units, Series D Common Unit holders will receive fewer shares of common stock in the converted corporation than originally issued, and certain Series D Common Unit holders with a higher specified threshold (due to receiving their units at a later grant date) may not receive any shares of common stock in an initial public offering. As a result, prior to our initial public offering, it was not possible to assume that all Series D Common Unit holders (particularly the ones with later grant dates) would convert on a pro rata basis with preferred unit holders or Series D Common Unit holders who received grants at earlier dates at lower thresholds. The Company has supplemented the disclosure on pages 74 and 75 of the Registration Statement to provide this additional factor that affected the valuation of our Series D Common Unit holders. Please contact me at (212) 969-3155 with any questions or further comments regarding our response to the Staff’s comment. Sincerely, /s/ Julie Allen Julie Allen, Esq. Proskauer Rose LLP cc: Ilan Ganot, Solid Biosciences, LLC Jennifer Ziolkowski, Solid Biosciences, LLC Daniel Finkelman, Solid Biosciences, LLC Daniel Forman, Proskauer Rose LLP Deanna Kirkpatrick, Davis Polk & Wardwell LLP Yasin Keshvargar, Davis Polk & Wardwell LLP
2018-01-05 - CORRESP - Solid Biosciences Inc.
CORRESP 1 filename1.htm CORRESP *FOIA Confidential Treatment Request* Confidential Treatment Requested by Solid Biosciences, LLC in connection with its Registration Statement on Form S-1 filed on December 29, 2017 January 5, 2018 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C 20549 Julie M. Allen, Esq. Member of the Firm d 212.969.3155 f 212.969.2900 jallen@proskauer.com www.proskauer.com Attn: Joseph McCann Christine Westbrook Kevin W. Vaughn Bonnie Baynes Re: Solid Biosciences Inc. Registration Statement on Form S-1 (No. 333-222357) Filed on December 29, 2017 Ladies and Gentlemen: On behalf of Solid Biosciences, LLC (the “Company”), we submit this supplemental letter to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the above referenced registration statement of the Company confidentially submitted to the Commission on Form S-1 on August 4, 2017 and subsequently resubmitted on October 20, 2017 and publicly filed on December 29, 2017 (the “Registration Statement”). Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment. The Company advises the Staff that the Company preliminarily estimates a price range (assuming a one-to-one conversion ratio of the Company’s units to shares of common stock to be effective prior to the effectiveness of the Registration Statement) of approximately $[***] to $[***] per share (the “Price Range”) for its initial public offering (“IPO”).1 This represents a pre-offering equity value of the Company of $[***] million to $[***]million. As is typical in IPOs, the Price Range was not derived using a formal determination of fair value, but was determined by negotiations between the Company and the underwriters. 1 The Company may adjust the one-to-one conversion ratio prior to the filing of an amendment to the Registration Statement that includes the Price Range, in which case, proportionate changes would be made to the Price Range. [***] Confidential treatment requested pursuant to 17 C.F.R. §200.83. U.S. Securities and Exchange Commission January 5, 2018 Page 2 Among the factors that were considered in setting the Price Range were: (i) the general conditions of the securities market and the recent market prices of, and the demand for, publicly traded common stock of comparable companies: (ii) the Company’s financial condition and prospects; (iii) estimates of business potential and earnings prospects for the Company and the industry in which it operates; (iv) recent performance of IPOs of companies in the biotechnology sector; and (v) input received from the lead underwriters, including discussions that took place on December 11, 2017 between senior management of the Company and representatives of J.P. Morgan Securities LLC. The Price Range does not take into account the current lack of liquidity for the Company’s Series D Common Units and assumes a successful IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction. The Company expects to include the Price Range in an amendment to the Registration Statement that would shortly precede the commencement of the Company’s road show. The Company confirms to the Staff that in accordance with Item 501(b)(3) of Regulation S-K and CD&I 134.04, the Price Range will not be in excess of 20% of the high end of the range, as adjusted to give effect to any change in the conversion ratio. The parameters of the narrower price range to be included in an amendment to the Registration Statement that would shortly precede the road show will be subject to then-current market conditions, continuing discussions with the underwriters and any business developments impacting the Company. Equity-Based Compensation Transactions since January 1, 2016 The Company is supplementally providing information and analysis with respect to equity-based compensation granted to employees and consultants under its equity incentive plans since January 1, 2016. The Company believes that this time period is relevant because it covers a period of more than 18 months prior to Company’s initial confidential submission of the Registration Statement to the Staff. Equity Awards Granted Prior to Merger and Recapitalization The Company adopted the Solid Ventures, LLC Equity Incentive Plan (the “Solid Ventures Plan”) on January 1, 2015. Under the Solid Ventures Plan, the Company granted restricted Series A Common Units to certain of its employees and consultants (the “Series A Common Units”). The Series A Common Units are designated as “profit interests” as the common units receive distributions only if a certain threshold, which was set to equal the then total fair value of the Company’s equity as of the grant date for such grant (the “Applicable Grant Date Threshold”), is exceeded. The Applicable Grant Date Threshold impacts the fair value of the Company’s Series A Common Units because distributions, if any, are made in accordance with the priorities set forth in the Company’s limited liability company agreement. Series A Common Units with a lower Applicable Grant Date Threshold are entitled to receive distributions before Series A Common Unit holders with a higher Applicable Grant Date Threshold. [***] Confidential treatment requested pursuant to 17 C.F.R. §200.83. U.S. Securities and Exchange Commission January 5, 2018 Page 3 In order to equate the value of these Series A Common Units to the common stock of a corporation, the Company believes that the appropriate comparison is to the fair value of the Series A Common Units, as of each respective grant date, at a zero threshold level (the “Zero Threshold”) because the Applicable Grant Date Thresholds and the distribution preferences will terminate upon the Company’s conversion to a corporation. The table below sets forth a summary of the Series A Common Units granted under the Solid Ventures Plan, since January 1, 2016. Included in the summary table is the Applicable Grant Date Threshold, the per unit fair value at the Zero Threshold and the per unit fair value at the Applicable Grant Date Threshold. Grant Date Original Issuance (Solid Biosciences, LLC – Series A Common Units) After Giving Effect to Merger and Recapitalization (Solid Biosciences, LLC – Series D Common Units) Applicable Grant Date Threshold (millions) Fair Value per Unit at Zero Threshold Number of Units Underlying Grants Fair Value per Unit at Applicable Grant Date Threshold Applicable Grant Date Threshold (millions) Fair Value per Unit at Zero Threshold Number of Units Underlying Grants Fair Value per Unit at Applicable Grant Date Threshold 01/29/2016 $[***] $[***] [***] $[***] $[***] $[***] [***] $[***] 05/12/2016 $[***] $[***] [***] $[***] $[***] $[***] [***] $[***] 09/14/2016 $[***] $[***] [***] $[***] $[***] $[***] [***] $[***] 12/06/2016 $[***] $[***] [***] $[***] $[***] $[***] [***] $[***] On March 29, 2017, in connection with the Company’s merger with Solid GT, LLC (“Solid GT”) and its concurrent recapitalization (collectively, the “Merger and Recapitalization”), the Company amended the Solid Ventures Plan and changed the name of the Solid Ventures Plan to the Solid Biosciences, LLC Amended and Restated Equity Incentive Plan (the “Amended Plan”). On such date, all of the Company’s Series A Common Units included in the table above were exchanged for Series D Common Units. Under the Solid GT LLC Agreement, Solid GT granted Class C Restricted Common Units to certain of its employees and consultants. Solid GT’s Class C Restricted Common Units are similar to the Company’s Series A Common Units as the Class C Restricted Common Units are also designated as “profit interests” and the Applicable Grant Date Threshold for each grant of Solid GT Class C Restricted Common Units was set to equal the then total fair value of Solid GT’s equity as of the grant date for such grant. The table below sets forth a summary of the Class C Restricted Common Units granted under the Solid GT LLC Agreement, since January 1, 2016. Included in the summary table is the Applicable Grant Date Threshold, the per unit fair value at the Zero Threshold and the per unit fair value at the Applicable Grant Date Threshold. [***] Confidential treatment requested pursuant to 17 C.F.R. §200.83. U.S. Securities and Exchange Commission January 5, 2018 Page 4 Grant Date Original Issuance Amounts (Solid GT, LLC – Class C Restricted Common Units) After Giving Effect to Merger and Recapitalization (Solid Biosciences, LLC – Series D Common Units) Applicable Grant Date Threshold (millions) Fair Value per Unit at Zero Threshold Number of Units Underlying Grants Fair Value per Unit at Applicable Grant Date Threshold Applicable Grant Date Threshold (millions) Fair Value per Unit at Zero Threshold Number of Units Underlying Grants Fair Value per Unit at Applicable Grant Date Threshold 01/04/2016 $[***] $[***] [***] $[***] $[***] $[***] [***] $[***] 03/23/2016 $[***] $[***] [***] $[***] $[***] $[***] [***] $[***] 05/12/2016 $[***] $[***] [***] $[***] $[***] $[***] [***] $[***] 08/22/2016 $[***] $[***] [***] $[***] $[***] $[***] [***] $[***] 09/14/2016 $[***] $[***] [***] $[***] $[***] $[***] [***] $[***] 12/06/2016 $[***] $[***] [***] $[***] $[***] $[***] [***] $[***] On March 29, 2017, in connection with the Merger and Recapitalization, all Class C Restricted Common Units of Solid GT were exchanged for Series D Common Units of the Company as indicated in the table above. Equity Awards Granted Subsequent to Merger and Recapitalization Under the Amended Plan, the Company granted Series D Common Units to certain of its employees and consultants. The table below sets forth a summary of the equity awards granted under the Amended Plan, since March 29, 2017. Included in the summary table is the Applicable Grant Date Threshold, the per unit fair value at the Zero Threshold and the per unit fair value at the Applicable Grant Date Threshold. Grant Date Applicable Grant Date Threshold (millions) Solid Biosciences, LLC – Series D Common Units Fair Value per Unit at Zero Threshold Number of Units Underlying Grants Fair Value per Unit at Applicable Grant Date Threshold 03/29/2017 $[***] $[***] [***] $[***] 05/31/2017 $[***] $[***] [***] $[***] 06/01/2017 $[***] $[***] [***] $[***] 06/12/2017 $[***] $[***] [***] $[***] 06/19/2017 $[***] $[***] [***] $[***] 07/10/2017 $[***] $[***] [***] $[***] 07/17/2017 $[***] $[***] [***] $[***] 08/01/2017 $[***] $[***] [***] $[***] 09/12/2017 $[***] $[***] [***] $[***] 09/20/2017 $[***] $[***] [***] $[***] 10/05/2017 $[***] $[***] [***] $[***] 12/7/2017 $[***] $[***] [***] $[***] [***] Confidential treatment requested pursuant to 17 C.F.R. §200.83. U.S. Securities and Exchange Commission January 5, 2018 Page 5 The Company has not granted any additional equity awards since December 7, 2017. Company Methodology in Determining Fair Value As described beginning on page 73 of the Registration Statement, the Company regularly performs contemporaneous valuations of its units to assist the Company’s Board of Managers (the “Board”) in determining the fair value of the common units for purposes of granting equity-based awards. The Board has generally considered numerous objective and subjective factors, including the factors set forth on page 74 of the Registration Statement, and contemporaneous reports prepared by an independent third-party valuation specialist. As disclosed in the Registration Statement, the Company’s common unit valuations were prepared using a market approach based on the most recent rounds of equity financing and an option pricing method (“OPM”), with the exception of the December 6, 2016 valuation, which was performed using the hybrid method and the expected probability of closing a financing round. The hybrid method was used in anticipation of an anticipated equity financing transaction, which had not closed as of the valuation date. The OPM treats common units and preferred units as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, the common unit has value only if the funds available for distribution to stockholders exceed the value of the preferred stock liquidation preference at the time of the liquidity event, such as a strategic sale, merger or public offering. The hybrid method is a probability-weighed expected return method (“PWERM”) where the equity value in one or more scenarios is calculated using an OPM. The PWERM is a scenario-based methodology that estimates the fair value of common units based upon an analysis of future values for the Company, assuming various outcomes. The common unit value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of units. The values of the common unit under each outcome are probability weighted to arrive at an indication of value for the common unit. The OPM and hybrid methods were selected to properly account for the Company’s limited liability company structure, in which the value of the units received in a waterfall scenario is contractually preserved in all exit scenarios, including the initial public offering. In addition to assumptions related to the allocation of value between different classes of securities, the valuation analyses also considered changes in the value of equity of the Company between the different measurement dates. Specifically, the valuation analyses considered any Company-specific factors that may have occurred between valuation dates, as well as market-driven changes in value. The Company-specific factors were based on discussions with the Company’s management and review of documents, as applicable. The market-driven changes in value were based on changes in value of the Nasdaq Biotechnology Index as well as consideration of the relative importance of Company-specific and market-driven factors. In the valuations, a portion of the change in value of the Nasdaq Biotechnology Index was reflected in the valuation directly by adjusting the equity value between measurement dates. [***] Confidential treatment requested pursuant to 17 C.F.R. §200.83. U.S. Securities and Exchange Commission January 5, 2018 Page 6 In connection with the valuation reports prepared by an unrelated third-party valuation specialist, the Board has also determined that the assumptions and inputs used in connection with such contemporaneous valuations reflect the Board’s and management’s best estimate of the business condition, prospects and operating performance of the Company at each valuation date. Factors Contributing to the Difference Between the Grant Date Estimated Fair Value and the Price Range As discussed above
2017-09-05 - UPLOAD - Solid Biosciences Inc.
September 1, 2017 Ilan Ganot Chief Executive Officer Solid Biosciences Inc. 161 First Street, Third Floor Cambridge, MA 02142 Solid Biosciences Inc. Draft Registration Statement on Form S-1 Submitted August 4, 2017 CIK No. 0001707502Re: Dear Mr. Ganot: We have reviewed your 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. Draft Registration Statement on Form S-1 submitted August 4, 2017 Prospectus Summary Overview, page 1 1. We note your disclosure at the bottom of page 1 indicating that SGT-001 has demonstrated efficacy and safety in multiple preclincial models. Please note that it is premature to suggest that a preclinical candidate is either safe or effective. Please revise to remove this and any other statement suggesting that SGT-001 is safe or effective as approval by the FDA and other regulatory agencies is dependent on such agencies making this determination. Ilan Ganot Solid Biosciences Inc. September 1, 2017 Page 2 Implications of being an emerging growth company, page 6 2. Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Use of Proceeds, page 59 3. Please revise to disclose the amount of proceeds you intend to use for your SGT-001 clinical trials and clarify whether these proceeds are intended to complete a particular phase of clinical development or to fully achieve FDA marketing approval. To the extent that the proceeds are intended to complete only a particular phase of clinical development, please identify the relevant clinical phase and disclose the amount and source of other funds needed for you to achieve marketing approval. Refer to Instruction 3 to Item 504 of Regulation S-K. Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Use of Estimates Equity-Based Compensation, page 73 4. Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common units underlying your equity issuances and the reasons for any differences between the recent valuations of your common units leading up to the initial public offering and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial conversion features. Business, page 84 5. Please provide us support for your disclosure in the final sentence of the first paragraph on page 84. In this regard, please tell us whether your preclinical studies have assessed different types of mutations and what basis you have to make claims concerning potential efficacy at different stages of the disease in humans. Also, tell us how you are able to determine that SGT-001's has the potential to slow or halt disease progression in a "majority" of human patients. In this regard, it is unclear from your disclosure why the therapeutic benefit might be limited to less than all human patients with the disease. It also is unclear what basis you have to claim any degree of potential therapeutic benefit given the lack of any human testing. SGT-001, page 90 6. Please reconcile your statement that "AAV vectors have well established safety profiles in humans" with your risk factor disclosures on pages 21-22 concerning previous clinical trials involving AAV vectors for gene therapy. Ilan Ganot Solid Biosciences Inc. September 1, 2017 Page 3 7. Your disclosure on page 90 indicates that there is significant data demonstrating the AAV9 capsid's ability to efficiently enter skeletal, diaphragm and cardiac muscle tissues. Please revise to discuss the data that supports this disclosure. Similarly, please provide support for your disclosure on page 91 concerning the results of NOS restoration. 8. We note your Summary disclosures on pages 1 and 4 highlighting your "highly focused, data driven selection process." Please revise the Business discussion to discuss briefly your process and its application to your selection of SGT-001 for development. In this regard, it is unclear from your disclosure whether you conducted research on other drugs or gene therapies before focusing your curative development efforts on SGT-001. SGT-001 preclinical program, page 91 9. Please revise your disclosures concerning each preclincial study to clarify whether you conducted the study or whether it was conducted by a third party. Also, discuss when each study was conducted. 10. Please amend the graphics throughout this section to indicate the number of animal subjects included in the relevant study. Please also amend the graphics on pages 93, 94 and 97 so that it is clear what information is represented by the lines extending from the bars shown, as they do not appear to align consistently with units shown. General 11. Please provide us proofs of all graphics, visual, or photographic information you will provide in the printed prospectus prior to its use, for example in a preliminary prospectus. Please note that we may have comments regarding this material. You may contact Bonnie Baynes at (202) 551-4924 or Kevin W. Vaughn, Accounting Branch Chief, at (202) 551-3494 if you have questions regarding comments on the financial statements and related matters. Please contact Christine Westbrook at (202) 551-5019 or Joseph McCann at (202) 551-6262 with any other questions. Division of Corporation Finance Office of Healthcare & Insurance