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United States securities and exchange commission logo
December 18, 2020
Dennis Ryan
Chief Financial Officer
FS Development Corp.
600 Montgomery Street, Suite 4500
San Francisco, California 94111
Re: FS Development
Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 7,
2020
File No. 333-249785
Dear Mr. Ryan:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
November 27, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-4
Board s Reasons for the Business Combination, page 20
1. We note your revisions
in response to prior comment 3. Please remove the statement that
GEM103 met the primary
endpoint of "safety" in its Phase 1 study as safety is a
determination that is
solely within the authority of the FDA or similar foreign regulators.
You may describe in
terms of objective data points the endpoints that were met, and state
that your product
candidates were well tolerated, if true.
Background of the Business Combination, page 98
2. We note your revisions
in response to prior comment 9 with examples of certain material
terms that were
negotiated. However, we do not see any discussion of how these material
Dennis Ryan
FirstName LastNameDennis Ryan
FS Development Corp.
Comapany18,
December NameFS
2020 Development Corp.
December
Page 2 18, 2020 Page 2
FirstName LastName
terms were negotiated. Please further revise to discuss the
negotiations regarding the
enterprise value and the other material terms from the non-binding
indication of interest
until execution of the merger agreement. For example, what was
proposed by one party
with respect to the enterprise value and other material terms and
agreed to by the other
party or was a counteroffer made? If there was a counteroffer, how did
the parties come
to an agreement on the final material term? Please also further revise
to disclose how FS
Development determined the implied enterprise value of $215 million
during negotiation
of the merger agreement.
Representations and Warranties, page 103
3. We note your revisions in response to prior comment 10. Please
continue to revise to
disclose what the parties have represented or warranted with respect
to their capital
structure, tax matters, and broker's and finder's fees related to the
business combination,
etc.
4. Notwithstanding the disclaimers, the representations, warranties, and
covenants in the
merger agreement filed with the proxy statement/prospectus constitute
public disclosure
for purposes of the federal securities laws, and you are responsible
for considering
whether additional specific disclosures of material information about
material contractual
provisions of the merger agreement are required to make the statements
in the proxy
statement/prospectus not misleading. Please include disclosure
acknowledging that if
specific material facts exist that contradict the representations,
warranties, and covenants
in the merger agreement, you have provided corrective disclosure in
the proxy
statement/prospectus. Furthermore, if subsequent information
concerning the subject
matter of the representations, warranties, and covenants in the merger
agreement may or
may not be fully reflected in your public disclosures, please clarify
that your public
disclosures will include any material information necessary to provide
your stockholders a
materially complete understanding of the merger agreement disclosures.
FS Development Corp. Financial Statements
Note 4 - Related Party Transactions, page F-12
5. We note your response and revisions related to comment 18. It remains
unclear which
entity has purchased 1,500,000 shares (for aggregate proceeds of
$15,000,000) pursuant to
the subscription agreement that will be completed in connection with
the merger. In this
regard, we note the following disclosures:
page 22 - the 1,500,000 shares under both redemption scenarios is
attributable to
"PIPE - Sponsor Affiliate";
page 94 - the $15.0 million purchase is attributable to "PIPE - FS
Development
Sponsor";
page 95 - the 1,500,000 shares of Class A common stock is
attributed to "PIPE -
Sponsor Affiliate";
page 108 - "an affiliate of our Sponsor" has agreed to purchase
1,500,000 of the
9,506,000 shares of Class A common stock (aka the PIPE
Investment);
Dennis Ryan
FS Development Corp.
December 18, 2020
Page 3
page 213 - "an affiliate of our Sponsor" has entered into a
subscription agreement to
purchase 1,500,000 shares of Class A Common Stock at a purchase
price of $10 per
share in a private placement that would occur concurrently with the
closing of the
merger; and
page F-14 - "the Sponsor" entered into a subscription agreement to
purchase
1,500,000 shares of Class A Common Stock at a purchase price of $10
per share in a
private placement that would occur concurrently with the closing of
the merger.
Please revise accordingly, ensuring your disclosures are clear and
consistent throughout
your document. Revise to more prominently clarify, if true, that this
particular
subscription agreement forms a part of the PIPE Investment, as the
disclosure on page 108
appears to be the only such explanation in your filing. Finally, it
appears the Sponsor still
has an interest to purchase $25.0 million of the Company s Class A
Common Stock in a
private placement that would occur concurrently with the merger as
disclosed on page F-
13. Please confirm such purchase would represent another private
placement apart from
the foregoing subscription of 1,500,000 shares for $15.0 million.
You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Ada Sarmento at 202-551-3798 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
FirstName LastNameDennis Ryan
Division of
Corporation Finance
Comapany NameFS Development Corp.
Office of Life
Sciences
December 18, 2020 Page 3
cc: Joel L. Rubinstein, Esq.
FirstName LastName