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United States securities and exchange commission logo
July 20, 2020
Chen Schor
President and Chief Executive Officer
resTORbio, Inc.
500 Boylston Street, 13th Floor
Boston, MA 02116
Re: resTORbio, Inc.
Registration
Statement on Form S-4
Filed June 23, 2020
File No. 333-239372
Dear Mr. Schor:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Questions and Answers about the Merger
Q: How can resTORbio s stockholders attend the special meeting?, page
7
1. Please clarify whether
stockholders who hold their shares in "street name" will be able to
vote their shares
during the meeting, and if yes, what additional steps, if any, they will
need to take before the
meeting in order to do so.
Prospectus Summary, page 10
2. Please expand the
disclosure on page 10 to provide additional information regarding the
development history of
RTB101, including that you have stopped the development of
RTB101 for clinically
symptomatic respiratory illness and terminated the study of
RTB101 in patients with
Parkinson's disease. Please clarify whether any clinical trials of
Chen Schor
FirstName
resTORbio,LastNameChen Schor
Inc.
Comapany
July NameresTORbio, Inc.
20, 2020
July 20,
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RTB101 are currently being pursued other than for COVID-19. Please
also disclose the
number of patients that have been enrolled to date in the study
related to COVID-19.
3. Please add a discussion regarding the Adicet loan agreement with
Pacific Western Bank,
including that the bank's consent to the consummation of the merger is
subject to
conditions including resTORbio entering into a secured guaranty
agreement granting
Pacific Western Bank a security interest in substantially all of its
assets other than its
intellectual property and issuing a new warrant to Pacific Western
Bank.
Contingent Value Rights Agreement, page 18
4. Please disclose the actions the combined company is required to take
to commercialize
RTB101 for a COVID-19 related indication, including that the combined
company is only
obligated to conduct further trials through September 30, 2021, and
that only proceeds
stemming from a potential commercial agreement entered into on or
before such date
would generate proceeds under the CVR agreement.
Risk Factors
Raising funds through lending arrangements may restrict Adicet s operations
or produce other
adverse results, page 117
5. Please disclose the terms of the warrant to purchase Adicet capital
stock granted to Pacific
Western Bank and the terms of the resTORbio warrant to be issued
pursuant to the merger
agreement.
Background of the Merger
Historical Background for resTORbio, page 155
6. To the extent material, please identify the individuals who
participated in the meetings
and discussions described in this section. For instance, please
identify the representative
of OrbiMed and the Adicet director with whom Mr. Shor held discussions
on December
31, 2019 and January 7, 2020, respectively, and which party initiated
the contact.
7. Please revise to further expand on the January 7, 2020 discussion
between Mr. Schor and
the Adicet director, and any discussions regarding Adicet at the
January 8 board meeting
which led to the signing of the confidentiality agreement on January
10.
8. Please disclose the selection criteria used in late January and early
February 2020 to
develop the list of 52 potential merger candidates. Please also
further expand the
disclosure on page 161 to provide additional information regarding the
Board's selection
of the five possible merger partners.
9. Please disclose the assumed valuations indicated by Company B's
proposal on March 25,
2020 for resTORbio and Company B. Please provide similar disclosure
regarding
Company A's proposal made on March 26, 2020.
10. With respect to the meeting held on March 31, 2020, please further
expand on why the
Chen Schor
FirstName
resTORbio,LastNameChen Schor
Inc.
Comapany
July NameresTORbio, Inc.
20, 2020
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independent directors concluded that Adicet s proposal represented
the best alternative to
further enhance stockholder value.
11. Please expand on your disclosure regarding the negotiations of the CVR
agreement,
including with respect to the timeline for the trial results, the
budget for the trials, and its
effect on the ownership split of the combined company.
Opinion of the resTORbio Financial Advisor, page 176
12. Please further clarify whether the "pre-clinical" companies used in
JMP's Selected
Company Analysis, Selected Initial Public Offerings Analysis, and
Precedent Transaction
Analysis only had pre-clinical assets at the relevant time, and if
not, please provide
additional disclosure regarding the criteria used by JMP for its
selection of the companies
used.
13. We note that JMP reviewed certain financial projections provided by
resTORbio relating
to resTORbio and Adicet in connection with rendering its opinion.
Please revise to
disclose such projections.
Contingent Value Rights Agreement, page 223
14. Please specify the events that must be accomplished and the deadlines
by which they must
be achieved in order for payments to be made pursuant to the CVR
Agreement, and also
identify the Finder. Revise the disclosure here and in the Summary
section to quantify
the budget for the RTB101 COVID-19 studies under the CVR Agreement,
and to disclose
that the surviving company may terminate the agreement if the fees and
expenses incurred
in conducting the trials exceed such budget.
Material U.S. Federal Income Tax Consequences of the Receipt of CVRs, page 224
15. We note your disclosure of the potential alternative tax treatments
for the receipt of CVRs.
Please tell us your consideration as to whether the issuance and
distribution of the CVRs
as part of the consideration in the transaction involves material tax
consequences that
should be opined upon. To the extent you do not believe an opinion is
required, please tell
us why. If you do provide an opinion, please expand the disclosure
under this caption to
describe counsel s opinion and the assumptions upon which the
opinion is based, or,
if counsel is unable to opine on this issue, please so state, and
explain why it is not able to
opine and the possible outcomes and risks to investors. See Staff
Legal Bulletin No. 19.
Matters Being Submitted to a Vote of ResTORbio Stockholders, page 228
16. You state on page 184 that each of Proposal No. 1 and Proposal No. 2
are conditioned
upon each other. Please clarify this fact in this section.
Chen Schor
FirstName
resTORbio,LastNameChen Schor
Inc.
Comapany
July NameresTORbio, Inc.
20, 2020
July 20,
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resTORbio Business
resTORbio s Product Pipeline, page 238
17. Please advise whether the combined company is anticipating to advance
RTB101 for the
treatment of Parkinson's disease. If not, then please tell us why it
is appropriate to
highlight this program in the pipeline chart. To the extent it remains
appropriate to retain
RTB101 for the treatment of PD, please shorten the arrow as the
footnote to the table
states that resTORbio may need to file a new IND with the FDA before
initiating Phase 2
trials. Please also shorten the arrow in your pipeline table for
RTB101 in COVID-19 to
reflect that you have only recently initiated Phase 2 for that
indication.
Clinical Development of RTB101, page 242
18. Please revise the charts at the bottom of page 243 so that they are
legible.
Adicet Business
Pipeline, page 268
19. Please explain why it is appropriate to include "ADI-00x" in the
pipeline chart when it
appears these product candidates have not yet been identified, or
alternatively, remove
these candidates from the chart.
Preclinical data, page 279
20. We note that the charts in Figure 7 on page 281 each reflect a
different number of days
post-treatment. Please explain whether the number of days shown
correspond to the
number of days observed in these preclinical experiments, and if they
do not, please revise
the charts accordingly or revise the disclosure to explain why the
figures are appropriate.
Strategic Agreements
License and Collaboration Agreement with Regeneron, page 291
21. Please revise the first sentence on page 293 to refer to the range of
royalties payable by
Adicet so that it is within a ten-percent range. Please also revise
the last sentence in the
first paragraph on page 293 to specify the number of years from first
commercial sale that
royalties are payable. Please also similarly revise the disclosure for
the TRDF Agreement
to disclose the number of years Acidet is required to pay royalties
thereunder.
Unaudited Pro Forma Condensed Combined Financial Information , page 376
22. Please explain why your pro forma financial information does not give
effect to the
proposed reserve stock split of resTORbio common stock. As you discuss
elsewhere in
the filing, we note that the 0.8995 exchange ratio that will be used
to convert Adicet
capital stock into the right to receive resTORbio common stock, is
subject to adjustment
to account for the effect of the reverse stock split. Please explain
how the reverse stock
split and potential change in the exchange ratio will impact the
information you have
Chen Schor
FirstName
resTORbio,LastNameChen Schor
Inc.
Comapany
July NameresTORbio, Inc.
20, 2020
July 20,
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presented in your pro forma financial information.
23. With reference to the specific terms of the Singhal Transition
Agreements disclosed on
page 187, please address the need to reflect the impact of these
agreements on your pro
forma financial statements.
Comparison of Rights of Holders of resTORbio Stock and Adicet Stock, page 393
24. We note your statement that the discussion is qualified in its
entirety by reference to the
DGCL and the various documents of resTORbio and Adicet that are
referred to in the
summaries. It is not appropriate to qualify your disclosure by
reference to information that
is not included in the prospectus or filed as an exhibit to the
registration statement. Please
revise accordingly, and make corresponding revisions in the
"Description of resTORbio's
Capital Stock," where it is stated the discussion is qualified by
reference to documents
filed as exhibits to resTORbio's Form 10-K.
Exhibits
25. We note your disclosure that following the merger, only two of your
current directors will
remain on the board. Please file all written consents for the other
directors identified to be
on the board of the surviving company. See Securities Act Rule 438.
General
26. Please provide us with copies of the materials that your financial
advisor prepared and
shared with your board in connection with this transaction, including
any board books,
transcripts and summaries of oral presentations made to the board. We
may
have additional comments after we review those materials.
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.
Chen Schor
resTORbio, Inc.
July 20, 2020
Page 6
You may contact Michael Fay at 202-551-3812 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Christopher Edwards at 202-551-6761 or Dorrie Yale at 202-551-8776 with
any other
questions.
Sincerely,
FirstName LastNameChen Schor
Division of Corporation
Finance
Comapany NameresTORbio, Inc.
Office of Life Sciences
July 20, 2020 Page 6
cc: Andrew H. Goodman, Esq.
FirstName LastName