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United States securities and exchange commission logo
November 17, 2022
Georges Gemayel, Ph.D.
Interim President and Chief Executive Officer
Gemini Therapeutics, Inc.
297 Boston Post Road #248
Wayland, MA 01778
Re: Gemini
Therapeutics, Inc.
Amendment No. 2 to
Registration Statement on Form S-4
Filed November 3,
2022
File No. 333-267276
Dear Georges Gemayel:
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
October 26, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Cover Page
1. 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.
Risk Factors
Risks Related to the Merger, page 22
2. 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.
Georges Gemayel, Ph.D.
FirstName LastNameGeorges Gemayel, Ph.D.
Gemini Therapeutics, Inc.
Comapany 17,
November NameGemini
2022 Therapeutics, Inc.
November
Page 2 17, 2022 Page 2
FirstName LastName
Gemini Reasons for the Merger, page 149
3. 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.
Summary of Financial Analysis, page 157
4. 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.
Certain Unaudited Financial Projections, page 159
5. 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.
Shareholders should be able to discern the assumptions underlying the
forecasts that were
not altered and what adjustments Gemini made. In addition, include the
explanation of
the probability of success analysis from page 157, and explain how the
probabilities
affected the projected free cash flows used in the discounted cash
flows analysis through
the period ended 2041. Please also explain why Gemini management did
not consider the
separate possibility that one or more of the Disc product candidates
will not successfully
complete clinical trials. Finally, revise to further explain the
limitations of the projections,
including how the projections would be impacted if the assumptions
relating to FDA
approval, including the timing of FDA approval and the competitive
landscape, are not
realized.
Georges Gemayel, Ph.D.
Gemini Therapeutics, Inc.
November 17, 2022
Page 3
Disc's Business
Disc's Pipeline, page 264
6. 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.
2019 Exclusive License Agreement with AbbVie Deutschland GmbH & Co. KG, page
293
7. 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.
Intellectual Property, page 295
8. 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.
You may contact Tara Harkins at 202-551-3639 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Ansart at 202-551-4511 or Abby Adams at 202-551-6902 with any
other
questions.
Sincerely,
FirstName LastNameGeorges Gemayel, Ph.D.
Division of
Corporation Finance
Comapany NameGemini Therapeutics, Inc.
Office of Life
Sciences
November 17, 2022 Page 3
cc: Mark Nylen, Esq.
FirstName LastName