View:
United States securities and exchange commission logo
May 13, 2021
Sekar Kathiresan, M.D.
Chief Executive Officer
Verve Therapeutics, Inc.
500 Technology Square, Suite 901
Cambridge, MA 02139
Re: Verve Therapeutics,
Inc.
Draft Registration
Statement on Form S-1
Submitted April 16,
2021
CIK No. 0001840574
Dear Dr. Kathiresan:
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
General
1. Please 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.
Sekar Kathiresan, M.D.
FirstName LastNameSekar
Verve Therapeutics, Inc. Kathiresan, M.D.
Comapany
May NameVerve Therapeutics, Inc.
13, 2021
May 13,
Page 2 2021 Page 2
FirstName LastName
Our pipeline, page 2
2. Please revise your pipeline table to add a column identifying your
next anticipated
milestone for each program.
Cautionary note regarding forward-looking statements and industrydata, page 89
3. Your statements in the final paragraph on page 90, regarding the
accuracy and
completeness of the statistical and other industry and market data,
and that no independent
source has verified the assumptions upon which such data is based,
appear to imply a
disclaimer of responsibility with respect to such data. Please either
revise these
statements as appropriate or specifically state that you are liable
for the data presented in
your prospectus.
Management's Discussion and Analysis
Critical accounting policies and significant judgments
Stock-based compensation, page 111
4. Please clarify the specific methodologies used and the nature of
assumptions for each
equity issuance.
5. Once you have an estimated offering price or range, please explain to
us how you
determined the fair value of the common stock underlying your equity
issuances and the
reasons for any differences between the recent valuations of your
common stock leading
up to the IPO and the estimated offering price. This information will
help facilitate our
review of your accounting for equity issuances including stock
compensation. Please
discuss with the staff how to submit your response.
Legal proceedings, page 181
6. We note your risk factor on page 42 disclosing that certain of your
property including
licensed patents from the Boston Licensing Parties is subject to
pending U.S. interference
proceedings. Please revise to identify such proceedings here and
describe them or cross-
reference to your risk factor disclosure.
Principal stockholders, page 209
7. Please ensure that you have identified the natural persons who are the
beneficial owners of
the shares held by each entity identified in your table.
Sekar Kathiresan, M.D.
FirstName LastNameSekar
Verve Therapeutics, Inc. Kathiresan, M.D.
Comapany
May NameVerve Therapeutics, Inc.
13, 2021
May 13,
Page 3 2021 Page 3
FirstName LastName
You may contact Tracey McKoy at 202-551-3772 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
Division of Corporation
Finance
Office of Life Sciences
cc: Lia Der Marderosian, Esq.