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United States securities and exchange commission logo
August 6, 2020
Chen Schor
President and Chief Executive Officer
resTORbio, Inc.
500 Boylston Street, 13th Floor
Boston, MA 02116
Re: resTORbio, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed July 29, 2020
File No. 333-239372
Dear Mr. Schor:
We have reviewed your amended registration statement and have the
following
comments.
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.
Amendment No. 1 to Form S-4
The Merger
Background of the Merger, page 160
1. We note your revised
disclosures in response to prior comment 11. Please revise to clarify
any negotiations that
resulted in the April 15 counterproposal, which required that there be
positive trial results
by the end of September 2020 and a commercialization agreement
within the following
nine months, being developed into the final agreement.
resTORbio Business
resTORbio s Product Pipeline, page 254
2. We note your response
to prior comment 17. Please shorten the arrow in the pipeline table
for RTB101 in COVID-19
to reflect that you have only recently initiated Phase 2 for that
indication.
Chen Schor
resTORbio, Inc.
August 6, 2020
Page 2
Adicet Intellectual Property, page 310
3. We note your revised disclosure that Adicet has patents with upcoming
expiration dates
beginning as soon as 2021. Please discuss whether you expect the
expiration of these
patents to have a material effect on Adicet's business, including any
impact on future
operations and the financial position of the company. Please also
specify the expiration
dates for the Regeneron patents to clarify your disclosure on page 312
regarding the
duration of the royalty term under the Regeneron agreement.
Consolidated Financial Statements of resTORbio, Inc. , page F-1
4. We note that resTORbio filed its Form 10-Q for the quarterly period
ended June 30,
2020. Please update the financial statements of resTORbio in this filing
as required by
Rule 3-12(a) of Regulation S-X. In addition, update the related pro
forma financial
statements.
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 Chris 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
August 6, 2020 Page 2
cc: Andrew H. Goodman, Esq.
FirstName LastName