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Silence Therapeutics plc
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Silence Therapeutics plc
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Silence Therapeutics plc
Response Received
1 company response(s)
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Silence Therapeutics plc
Response Received
1 company response(s)
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Silence Therapeutics plc
Response Received
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Silence Therapeutics plc
Response Received
1 company response(s)
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SEC wrote to company
2021-03-09
Silence Therapeutics plc
Filing - SEC Comment Letter to Silence Therapeutics plc
UPLOAD · 2021-03-09
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Company responded
2021-03-11
Silence Therapeutics plc
Filing - Correspondence from Silence Therapeutics plc
CORRESP · 2021-03-11
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Silence Therapeutics plc
Response Received
2 company response(s)
Medium - date proximity
SEC wrote to company
2020-08-10
Silence Therapeutics plc
Filing - SEC Comment Letter to Silence Therapeutics plc
UPLOAD · 2020-08-10
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Company responded
2020-08-20
Silence Therapeutics plc
Filing - Correspondence from Silence Therapeutics plc
CORRESP · 2020-08-20
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Company responded
2020-09-02
Silence Therapeutics plc
Filing - Correspondence from Silence Therapeutics plc
CORRESP · 2020-09-02
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Silence Therapeutics plc
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2020-07-20
Silence Therapeutics plc
Filing - SEC Comment Letter to Silence Therapeutics plc
UPLOAD · 2020-07-20
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Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-05-22 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | 333-295992 | Read Filing View |
| 2026-05-22 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2026-01-09 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | 001-39487 | Read Filing View |
| 2025-12-31 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2025-12-18 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | 001-39487 | Read Filing View |
| 2024-05-10 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2024-05-10 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | 333-279185 | Read Filing View |
| 2021-10-20 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2021-10-20 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2021-03-11 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2021-03-09 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2020-09-02 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2020-08-20 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2020-08-10 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2020-07-20 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-05-22 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | 333-295992 | Read Filing View |
| 2026-01-09 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | 001-39487 | Read Filing View |
| 2025-12-18 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | 001-39487 | Read Filing View |
| 2024-05-10 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | 333-279185 | Read Filing View |
| 2021-10-20 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2021-03-09 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2020-08-10 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2020-07-20 | SEC Comment Letter | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-05-22 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2025-12-31 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2024-05-10 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2021-10-20 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2021-03-11 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2020-09-02 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
| 2020-08-20 | Company Response | Silence Therapeutics plc | United Kingdom | N/A | Read Filing View |
2026-05-22 - UPLOAD - Silence Therapeutics plc File: 333-295992
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 22, 2026 Rhonda Hellums Chief Financial Officer Silence Therapeutics plc 221 River Street, 9th Floor Hoboken, NJ 07030 Re: Silence Therapeutics plc Registration Statement on Form S-3 Filed May 18, 2026 File No. 333-295992 Dear Rhonda Hellums: 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 Doris Stacey Gama at 202-551-3188 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Denny Xu, Esq. </TEXT> </DOCUMENT>
2026-05-22 - CORRESP - Silence Therapeutics plc
CORRESP 1 filename1.htm CORRESP SILENCE THERAPEUTICS PLC 12 Hammersmith Grove London W6 7AP, United Kingdom +44 20 3457 6900 May 22, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Re: Silence Therapeutics plc Registration Statement on Form S-3 File No. 333-295992 Acceleration Request Requested Date: May 27, 2026 Requested Time: 4:00 PM Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “ Registrant ”) hereby requests that the Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the Registration Statement on Form S-3 (File No.: 333-295992) (the “ Registration Statement ”) to become effective on Wednesday, May 27, 2026 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Eric Blanchard of Cooley LLP, counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that event with Eric Blanchard of Cooley LLP, counsel to the Registrant, at (617) 937-2445. Very truly yours, Silence Therapeutics plc By: /s/ Iain Ross Iain Ross Interim Principal Executive Officer cc: Rhonda Hellums, Silence Therapeutics plc Eric Blanchard, Cooley LLP Courtney T. Thorne, Cooley LLP Denny Xu, Cooley LLP
2026-01-09 - UPLOAD - Silence Therapeutics plc File: 001-39487
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> January 9, 2026 Rhonda Hellums Chief Financial Officer Silence Therapeutics plc 12 Hammersmith Road London, W14 8TH United Kingdom Re: Silence Therapeutics plc Form 10-K fo the fiscal year ended December 31, 2024 File No. 001-39487 Dear Rhonda Hellums: We have completed our review of your filing. 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. Sincerely, Division of Corporation Finance Office of Life Sciences </TEXT> </DOCUMENT>
2025-12-31 - CORRESP - Silence Therapeutics plc
CORRESP 1 filename1.htm CORRESP 12 Hammersmith Grove London, W6 7AP United Kingdom Tel: +44 (0) 203 457 6900 Division of Corporate Finance Office of Life Sciences Attention: Vanessa Robertson, Kevin Vaughn United States Securities and Exchange Commission Washington, D.C. 20549 December 22, 2025 Re: Silence Therapeutics plc Form 10-K for the fiscal year ended December 31, 2024 File No. 001-39487 Dear Vanessa Robertson: We have reviewed your letter requesting further disclosure of research and development expenses on a program-by-program basis for our development programs. As requested, we will further break out research and disclosure expenses on a program-by-program basis for our clinical development candidates. We will include this additional disclosure in Management’s Discussion and Analysis of Financial Condition and Results of Operation when we report our next Form 10-K for fiscal year ended December 31, 2025. Sincerely, /s/ Rhonda Hellums Rhonda Hellums Chief Financial Officer Silence Therapeutics plc Silence Therapeutics Plc. Company number 02992058, Registered in England Registered Office: 27 Eastcastle Street, London, W1W 8DH. VAT number: GB 567 158 11 Confidential data (L2). Printed copies are uncontrolled and must be destroyed after use.
2025-12-18 - UPLOAD - Silence Therapeutics plc File: 001-39487
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> December 18, 2025 Rhonda Hellums Chief Financial Officer Silence Therapeutics plc 12 Hammersmith Road London, W14 8TH United Kingdom Re: Silence Therapeutics plc Form 10-K fo the fiscal year ended December 31, 2024 File No. 001-39487 Dear Rhonda Hellums: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K fo the fiscal year ended December 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operation Results of Operations Research and Development Expenses, page 82 1. You disclose on page 79 that you have not historically tracked research and development expenses on a program-by-program basis for your preclinical product candidates. Please provide revised disclosure to be included in future filings to break out clinical research and development expense by program. If you do not track clinical costs by program, revise to disclose that fact and explain the reason. In closing, 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. December 18, 2025 Page 2 Please contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at 202-551-3494 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences </TEXT> </DOCUMENT>
2024-05-10 - CORRESP - Silence Therapeutics plc
CORRESP 1 filename1.htm CORRESP May 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jimmy McNamara Re: Silence Therapeutics plc (the “Company”) Registration Statement on Form F-3 Filed: May 7, 2024 File No. 333-279185 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective at 4:00 p.m. Eastern Time on May 14, 2024, or as soon thereafter as is practicable, or at such later time as the Company may orally request via telephone call to the staff. The Company hereby authorizes each of Courtney T. Thorne and Eric Blanchard of Cooley LLP to make such request on its behalf. Once the above-referenced Registration Statement has been declared effective, please orally confirm that event with Courtney T. Thorne of Cooley LLP at (617) 937-2318, or in her absence, Eric Blanchard of Cooley LLP at (617) 937-2445. Very truly yours, Silence Therapeutics plc By: /s/ Rhonda Hellums Rhonda Hellums Chief Financial Officer
2024-05-10 - UPLOAD - Silence Therapeutics plc File: 333-279185
United States securities and exchange commission logo
May 10, 2024
Craig Tooman
President and Chief Executive Officer
Silence Therapeutics plc
72 Hammersmith Road
London W14 8TH
United Kingdom
Re:Silence Therapeutics plc
Registration Statement on Form F-3
Filed May 7, 2024
File No. 333-279185
Dear Craig Tooman:
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
2021-10-20 - UPLOAD - Silence Therapeutics plc
United States securities and exchange commission logo
October 20, 2021
Mark Rothera
Chief Executive Officer
Silence Therapeutics plc
72 Hammersmith Road
London W14 8TH
United Kingdom
Re:Silence Therapeutics plc
Registration Statement on Form F-3
Filed October 15, 2021
File No. 333-260265
Dear Mr. Rothera:
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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Joshua Kaufman, Esq.
2021-10-20 - CORRESP - Silence Therapeutics plc
CORRESP 1 filename1.htm CORRESP October 20, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jane Park Re: Silence Therapeutics plc (the “Company”) Registration Statement on Form F-3 Filed: October 15, 2021 File No. 333-260265 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective at 4:00 p.m. Eastern Time on October 22, 2021 or as soon thereafter as is practicable, or at such later time as the Company may orally request via telephone call to the staff. The Company hereby authorizes each of Joshua A. Kaufman and Nicolas H.R. Dumont of Cooley LLP to make such request on its behalf. Once the above-referenced Registration Statement has been declared effective, please orally confirm that event with Joshua Kaufman of Cooley LLP at (212) 479-6495, or in his absence, Nicolas H.R. Dumont of Cooley LLP at (212) 479 6446. Very truly yours, Silence Therapeutics plc By: /s/ Craig Tooman Craig Tooman Chief Financial Officer
2021-03-11 - CORRESP - Silence Therapeutics plc
CORRESP 1 filename1.htm sln-corresp.htm March 11, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn:Ada Sarmento Re:Silence Therapeutics plc Registration Statement on Form F-1 Filed March 11, 2021 File No. 333-254021 Acceleration Request Requested Date: March 12, 2021 Requested Time: 4:00 p.m. Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-1 (File No. 333-254021) (the “Registration Statement”), to become effective on March 12, 2021, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the Commission’s staff. The Registrant hereby authorizes Joshua A. Kaufman of Cooley LLP, counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that event with Joshua A. Kaufman of Cooley LLP at (212) 479-6495. [Signature page follows] Very truly yours, SILENCE THERAPEUTICS PLC By: /s/ Mark Rothera Mark Rothera President and Chief Executive Officer cc:Craig Tooman, Silence Therapeutics plc Joshua Kaufman, Cooley LLP Divakar Gupta, Cooley LLP Claire Keast-Butler, Cooley LLP Elizabeth Schauber, Cooley LLP
2021-03-09 - UPLOAD - Silence Therapeutics plc
United States securities and exchange commission logo
March 9, 2021
Mark Rothera
Chief Executive Officer
Silence Therapeutics plc
72 Hammersmith Road
London W14 8TH
United Kingdom
Re:Silence Therapeutics plc
Registration Statement on Form F-1
Filed March 9, 2021
File No. 333-254021
Dear Mr. Rothera:
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 David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2020-09-02 - CORRESP - Silence Therapeutics plc
CORRESP 1 filename1.htm ck0001479615-corresp.htm Silence Therapeutics plc 72 Hammersmith Road London W14 8TH United Kingdom VIA EDGAR September 2, 2020 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention:Ada Sarmento Re:Silence Therapeutics plc Acceleration Request for Registration Statement on Form F-1 File No. 333-248203 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Silence Therapeutics plc (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 4, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Cooley LLP, by calling Joshua A. Kaufman at (212) 479-6495. If you have any questions regarding this request, please contact Joshua A. Kaufman of Cooley LLP at (212) 479-6495. Thank you for your assistance with this matter. Sincerely, SILENCE THERAPEUTICS PLC /s/ Iain Ross Iain Ross Executive Chairman
2020-08-20 - CORRESP - Silence Therapeutics plc
CORRESP 1 filename1.htm cik0001479615-corresp.htm August 20, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Ada Sarmento Re: Silence Therapeutics plc Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted July 31, 2020 CIK No. 0001479615 Ladies and Gentlemen: On behalf of Silence Therapeutics plc (the “Company”), the following information is provided in response to a letter, dated August 8, 2020, from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 1 to the Draft Registration Statement on Form F-1, which was submitted on July 31, 2020 in respect of American Depositary Shares (“ADSs”) representing the Company’s ordinary shares. The numbering of the paragraphs below corresponds to the numbering of the comments in the letter. For the Staff’s convenience, we have incorporated the Staff’s comments into this response letter. Page references in the text of this response letter correspond to the page numbers of the Registration Statement filed with the Commission on the date hereof (the “Registration Statement”). Capitalized terms used in this response letter but otherwise not defined herein shall have the meanings ascribed to such terms in the Registration Statement. Amendment No. 1 to Draft Registration Statement on Form F-1 Business Overview, page 61 1.We note your response to prior comment 2; however, you continue to state conclusions regarding efficacy. Please revise your statements here and on page 48 that your product candidate SLN360 "silences" genetically controlled expression of Lipoprotein(a), your product candidate SLN124 "silences" TMPRSS6 gene expression and your SLN500 program candidates "silence" C3. You may present objective data resulting from your trials without including conclusions related to efficacy in the Business section. In response to the Staff’s comment, the Company has revised the disclosure on pages 2, 49 and 62 of the Registration Statement to replace the term “silences” with a statement that each of the product candidates has been shown in the Company’s preclinical studies to reduce the expression of the applicable targeted gene or protein. SLN124 reduced transferrin saturation in -thalassemic mice compared to deferiprone, page 72 2.We note your response to prior comment 10. Please revise to provide the basis for your statement that similar magnitudes of increase in hemoglobin levels are associated with "clinically meaningful" improvement in health related quality of life measures in humans United States Securities and Exchange Commission August 20, 2020 In response to the Staff’s comment, the Company has deleted the referenced statement on page 73 of the Registration Statement. * * * Please contact me at 212 479 6495 with any questions or further comments regarding the Company’s responses to the Staff’s comments. Sincerely, /s/ Joshua A. Kaufman Joshua A. Kaufman cc: Iain Ross, Silence Therapeutics plc
2020-08-10 - UPLOAD - Silence Therapeutics plc
United States securities and exchange commission logo
August 8, 2020
Iain Ross
Executive Chairman
Silence Therapeutics plc
72 Hammersmith Road
London W14 8TH
United Kingdom
Re:Silence Therapeutics plc
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted July 31, 2020
CIK No. 0001479615
Dear Mr. Ross:
We have reviewed your amended draft offering 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 offering statement or publicly filing your offering 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 any amendment
to your draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Business
Overview, page 61
1.We note your response to prior comment 2; however, you continue to state conclusions
regarding efficacy. Please revise your statements here and on page 48 that your product
candidate SLN360 "silences" genetically controlled expression of Lipoprotein(a), your
product candidate SLN124 "silences" TMPRSS6 gene expression and your SLN500
program candidates "silence" C3. You may present objective data resulting from your
trials without including conclusions related to efficacy in the Business section.
FirstName LastNameIain Ross
Comapany NameSilence Therapeutics plc
August 8, 2020 Page 2
FirstName LastName
Iain Ross
Silence Therapeutics plc
August 8, 2020
Page 2
SLN124 reduced transferrin saturation in -thalassemic mice compared to deferiprone, page 72
2.We note your response to prior comment 10. Please revise to provide the basis for your
statement that similar magnitudes of increase in hemoglobin levels are associated with
"clinically meaningful" improvement in health related quality of life measures in humans.
You may contact Jenn Do at (202) 551-3743 or Al Pavot at (202) 551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Ada Sarmento at (202) 551-3798 or Joe McCann at (202) 551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2020-07-20 - UPLOAD - Silence Therapeutics plc
United States securities and exchange commission logo
July 19, 2020
Iain Ross
Executive Chairman
Silence Therapeutics plc
72 Hammersmith Road
London W14 8TH
United Kingdom
Re:Silence Therapeutics plc
Draft Registration Statement on Form F-1
Submitted June 22, 2020
CIK No. 0001479615
Dear Mr. Ross:
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 F-1
Cover Page
1.Please revise your registration statement to indicate how the opening price for your ADSs
on Nasdaq will be determined. Also, explain briefly here or in the Summary the reasons
for the registration.
Prospectus Summary
Overview, page 1
2.We note statements in the Summary and Business sections regarding the performance and
efficacy of your product candidates. For example, we note statements that your product
FirstName LastNameIain Ross
Comapany NameSilence Therapeutics plc
July 19, 2020 Page 2
FirstName LastNameIain Ross
Silence Therapeutics plc
July 19, 2020
Page 2
candidates "silence" expression of certain genes, can be engineered to suppress or "knock
down" the expression of almost any gene in the human genome to which siRNA can be
delivered, have shown "promise" and "encouraging results" and similar statements.
Efficacy is a determination that is solely within the authority of the FDA or similar foreign
regulators. Accordingly, please revise the first paragraph of the Summary to clarify that
you have not conducted clinical development efforts to date and revise all performance
claims so that the basis for each statement is clear and you avoid suggestion that your
candidate has demonstrated efficacy.
3.We note your disclosure on page 3 that you are responsible for discovery and preclinical
activities and for executing the development program of each asset in your C3 targeted
program until the end of Phase 1 clinical trials, after which Mallinckrodt will assume
clinical development and responsibility for global commercialization. Please revise your
pipeline table on page 2 to clarify briefly your rights and responsibilities under the
partnered arrangement.
4.Please explain the basis for the statement that you have built a "recognized platform-to-
product company."
Implications of Being an Emerging Growth Company and a Foreign Private Issuer, page 5
5.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.
An active trading market for our ADSs may not develop..., page 30
6.We note your cover page disclosure explaining that the registered holders of ordinary
shares are expected to be able to deposit such ordinary shares with the depositary in
exchange for ADSs. Please tell us whether there is a risk that an active market will not
develop because a sufficient number of registered shares will not be immediately
exchanged for ADSs.
Our Strengths, page 64
7.We note your statement that RNAi therapeutics may have expedited development
pathways from the time the choice of a target is made to the initiation of clinical trials,
compared to alternatives such as small molecules. Please revise to explain the basis for
this statement.
Business
Preclinical Data, page 70
8.We refer to the graphics on pages 70 and 71. Please enlarge these graphics and revise the
accompanying discussions to explain the graphics and results.
FirstName LastNameIain Ross
Comapany NameSilence Therapeutics plc
July 19, 2020 Page 3
FirstName LastNameIain Ross
Silence Therapeutics plc
July 19, 2020
Page 3
9.Please revise to disclose the results from the nonclinical safety and pharmacokinetic
evaluations referenced on page 69.
Preclinical Data, page 70
10.Please revise to disclose what "clinically relevant" means. To the extent that your pre-
clinical data is not statistically significant for this product candidate, please indicate here
and revise your Summary discussion, as appropriate.
Orphan Drug Designation, page 77
11.We note your disclosure that a priority review voucher, which is awarded upon NDA
approval to the sponsor of a designated RPD can be sold or transferred to another entity
and used by the holder to receive priority review for a future NDA or BLA submission,
and reduces the FDA review time of such future submission from ten to six months.
Please revise your disclosure to clarify that priority review does not provide a guarantee
that the FDA will review an application within six months.
Intellectual Property, page 87
12.Please revise to disclose the type of patent protection that you have, composition of
matter, use or process, and what WO means in PCT/WO.
Material Agreements, page 88
13.With regard to the potential milestone payments under the Mallinckrodt Collaboration
Agreement, we believe additional disclosure would improve information regarding the
nature, amount, timing, and uncertainty of revenue and cash flows arising from these
events. Refer to IFRS 15 paragraph 110 and provide disclosure that further disaggregates
the following amounts:
•the potential additional development and regulatory milestone payments of up to
$100 million for SLN500;
•the potential commercial milestone payments of up to $563 million for SLN500; and
•should Mallinckrodt opt to license additional assets, the up to $703 million in similar
development, regulatory and commercial milestone payments per asset.
Given the differences in the nature, timing, and uncertainty between development,
regulatory and net trade sales milestones, we believe that separate amounts should be
provided for those categories.
14.For both material agreements discussed in this section, please disclose the duration of the
agreement, the royalty term and the termination provisions.
Principal Shareholders, page 106
15.Please revise your disclosure to identify the natural person or persons who have voting
and investment control of the shares held by Compagnie Odier SCA.
FirstName LastNameIain Ross
Comapany NameSilence Therapeutics plc
July 19, 2020 Page 4
FirstName LastName
Iain Ross
Silence Therapeutics plc
July 19, 2020
Page 4
Registered Holders, page 107
16.Please revise to clarify how many ordinary shares are outstanding presently and how
many may be acquired within 60 days. Also, disclose how many ordinary shares are held
by non-registered holders of your ordinary shares.
Description of Share Capital and Articles of Association, page 108
17.You state that as at May 29, 2020, there were options to purchase 5,130,133 ordinary
shares outstanding with a weighted average exercise price of £1.34 per ordinary share.
You state on page II-1 that through the same date, options to purchase a total of 4,512,918
ordinary shares are currently outstanding, at a weighted average exercise price of £1.48
per share. Please reconcile or revise as necessary.
18.We note that you refer ADS holders, in part, to applicable English law in this section
and Delaware law and the laws of England and Wales on page 119. It is not appropriate to
qualify your disclosure by reference to information that is not included in the filing or
filed as an exhibit. Please revise accordingly.
2. Principal Accounting Policies, page F-7
2.5 Revenue Recognition, page F-9
19.Please disclose the triggering event for receipt of the $2 million milestone that
was received in October 2019 as specified in paragraph 117 of IFRS 15.
General
20.Please provide the information required by Regulation S-K, Item 502 or advise.
You may contact Jenn Do at (202) 551-3743 or Al Pavot at (202) 551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Ada Sarmento at (202) 551-3798 or Joe McCann at (202) 551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
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