Refer to comment 2. The investors in the Disc pre-closing financing made their investment decision in a private offering and the sale must close privately. Remove the Disc pre-merger financing shares from the registration statement.

Please provide a separate risk factor discussion disclosing that the fairness opinion relies on Financial Projections provided by Gemini, which extend 19 years and do not consider the possibility that Disc product candidates do not receive FDA approval.

We note your response to comment 4 and revised disclosure on pages 149 and 150. Further clarify in your disclosure on page 149 where you cite the "applicable projections period" that the Special Committee and Gemini Board believed was reasonable, that this period extends out through 2041. Additionally, expand your disclosure on page 150 to disclose whether, and if so, how, the Gemini Board’s consideration of projections that extended beyond the next two years may have differed from its consideration of the extended projections out to 2041.

We note your response to comment 6 and reissue the comment in part. Clarify why the financial advisor felt it was appropriate to include a discounted cash flow analysis using the full projections through 2041, given Disc’s development status, and did not propose a shorter time period. Please also disclose the interest rate used for the projections. Additionally, discuss whether the projections factored in the possibility of FDA approval of new competitive products. Ensure that these additional assumptions, to the extent there are any, are also disclosed in the section titled, "Certain Unaudited Financial Projections" beginning on page 159.

We reissue comment 9 in part. Revise to further clarify why, or on what basis, Gemini believed the Disc forecasts needed to be adjusted. Furthermore, please revise this section to provide additional detail of the assumptions underlying the projections, quantifying the information to the extent possible. For example:

where you describe the loss of patent exclusivity, clarify when in the 19 years the 10 and 12 year changes take place;

in the second bullet point, clarify what product candidates are addressed;

in the third bullet point, quantify the adjustment to Disc's probabilities;

quantify the downward adjustment to Disc's projected net sales;

eliminate the non-exclusive list of "additional assumptions" and clarify that you have disclosed all material assumptions underlying the projections.

Refer to comment 10. Revise the pipeline table so the all the fonts are legible, including the footnotes. It is unclear the purpose of the "Development Stage" column, as nothing is indicated below. Generally, that column would be the preclinical stage, and should be no wider than the columns for Phases 1, 2 and 3. Please revise accordingly or advise.

We note your disclosure on page F-16 that as part of your arrangement with AbbVie, you entered into a stock purchase agreement with AbbVie. Please revise your disclosure here to include a summary of the material terms of this stock purchase agreement. Please also file the stock purchase agreement as an exhibit to the registration statement or, alternatively, provide your analysis supporting your belief that such filing is not required. See Item 601(b)(10) of Regulation S-K.

We note your response to comment 11 and your revisions to the tabular presentation of your patent applications related to Disc's bitopertin program. We also note that the sixth patent family presented in the table here appears to be in-licensed and will expire in 2032. This patent family does not, however, appear to be described in the paragraph above where you indicate that all six of Disc's patent families are owned and will expire between 2041 and 2043. Please revise your disclosure here so that the summary in tabular form aligns with the disclosure above. Additionally, for each of your patent applications, please indicate the corresponding jurisdictions in which these patents will be issued should the applications be granted. Finally, clarify whether there is a distinction between the United States and the other jurisdictions you provide with respect to your sixth in-licensed patent family.