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United States securities and exchange commission logo
October 26, 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. 1 to
Registration
Statement on Form S-4
Filed October 7,
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
September 30, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1. We note your response
to comment 2. Please revise the cover page to provide
sample calculations of
the exchange ratio taking into account the proposed reverse stock
split, Gemini's net
cash, and other material factors. Include a high and low range.
2. We note the revised
disclosure in response to comment 3. Please clarify, if true, that the
the shares to be sold
in the Disc pre-closing financing are not included in the shares to be
registered in this
registration statement.
Georges Gemayel, Ph.D.
FirstName LastNameGeorges Gemayel, Ph.D.
Gemini Therapeutics, Inc.
Comapany
October 26,NameGemini
2022 Therapeutics, Inc.
October
Page 2 26, 2022 Page 2
FirstName LastName
The Merger
Background of the Merger, page 137
3. Revise the background section and elsewhere as applicable to clarify
when Gemini
received projections from Disc, and what adjustments were made. Revise
to clarify how
Gemini management and the Gemini Board determined the reasonableness
of the
projections and the assumptions underlying the projections.
Gemini Reasons for the Merger, page 147
4. We note the response to comment 12. Further clarify what consideration
the Gemini
Board gave to the speculative nature of the discounted cash flow
analysis through 2041
and the projections through the same extended period. Also revise to
clarify what, if
any, consideration the Board gave to the separate possibility that the
Disc product
candidates do not successfully complete clinical trials. Finally,
disclose how the Gemini
Board used the projections and whether, and if so, how, its
consideration of projections
that extended beyond the next two years may have differed from its
consideration of the
extended projections.
Summary of Financial Analysis, page 154
5. Revise this section to disclose all analyses provided to the Board.
For example, revise to
disclose the discounted cash flow analysis here, including the
underlying assumptions.
Disclose the Gemini Liquidation analysis.
6. We reissue comment 14. 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.
Identify all
material reasons in addition to any directive from Gemini management
or Board. Revise
the discussion of the discounted cash flow analysis to discuss all
material assumptions,
including which product candidates obtain FDA approval, when they
receive FDA
approval and when they become commercially available. Clarify what
consideration was
given to avoiding adjustments for success probabilities, where product
candidates either
achieve FDA approval or they do not.
7. We note the response to comment 15. For the selected companies
analysis, revise to
provide the column with the stage of development for the selected
companies. Further
clarify the reasons for excluding the three public companies. In doing
so, provide further
description of the "negative data", "more advanced data" and to what
extent the third
company traded at a negative enterprise value.
Certain Unaudited Financial Projections, page 158
8. We note your response to comment 16 and your updated disclosures
starting on page 158.
As previously requested, please disclose any specific assumptions
related to regulatory
approvals.
Georges Gemayel, Ph.D.
Gemini Therapeutics, Inc.
October 26, 2022
Page 3
9. Revise this section and its heading to clarify that you have disclosed
all material
projections considered by the Gemini Board in reaching its
determination regarding the
merger and merger agreement. Revise to clearly state the assumptions
underlying the
projections as provided by Disc, and how Gemini management changed
those
assumptions and all material assumptions underlying Gemini
management's
projections. Revise to clarify the statement that Gemini management
"desired to take a
more conservative approach with respect to certain of the forecasted
financial
information," where it did not reduce the number of years included in
the projections.
Clarify what industry benchmarks Gemini management used to create the
probabilities of
success and why it believe probabilities were appropriate where drugs
are approved or
they are not. Clarify the difference between "Gemini" and "Gemini
management" in the
disclosure on page 159. Clarify on whose experience and judgment
Gemini management
relied to adjust the projections in the last line of the added
disclosure on page 159. Revise
the projections disclosed here to disclose all information provided in
the materials
provided to the Gemini Board.
Disc's Pipeline, page 260
10. We note your response to our prior comment 19, as well as your
revisions to Disc's
pipeline table. Pipeline tables may only contain columns for Phases 1,
2 and 3, which
must be equal in size. We note this is consistent with your government
regulation
disclosure on pages 251-52. Please revise to remove the newly added
Phase 1b column.
Also revise the table to provide clear delineation for each column.
Use one row for each
product candidate. Please eliminate the top arrow for the DISC-0974
SAD study, as it is
not associated with a specific indication and could be misinterpreted
as a separate product
candidate. In addition, the point of the arrow for each product
candidate should end at its
current status. As such, where the DISC-0974 CKD study has not yet
commenced Phase
2, the arrow should end in Phase 1. Also, eliminate the shadow arrows,
as they do not
reflect the current status. You may address current status or future
milestones in the far
right column. Please use footnotes for additional information or to
explain any
abbreviations you have not otherwise defined.
Intellectual Property, page 290
11. We note your response to our prior comment 22 and the addition of a
tabular presentation
of your owned patent portfolio. We note that your owned patent portfolio
consists of
FirstName LastNameGeorges Gemayel, Ph.D.
pending patent applications for PTC patents as well as one US patent.
Please revise your
Comapany NameGemini
tabular Therapeutics,
presentation Inc. patent families are the pending
PTC patents and
to indicate which
Octoberwhich is thePage
26, 2022 pending
3 US patent.
FirstName LastName
Georges Gemayel, Ph.D.
FirstName LastNameGeorges Gemayel, Ph.D.
Gemini Therapeutics, Inc.
Comapany
October 26,NameGemini
2022 Therapeutics, Inc.
October
Page 4 26, 2022 Page 4
FirstName LastName
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,
Division of
Corporation Finance
Office of Life
Sciences
cc: Mark Nylen, Esq.