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United States securities and exchange commission logo
September 2, 2020
Marc A. Cohen
Chief Executive Officer
C4 Therapeutics, Inc.
490 Arsenal Way, Suite 200
Watertown, MA 02472
Re: C4 Therapeutics,
Inc.
Draft Registration
Statement on Form S-1
Submitted August 6,
2020
File No. 377-03378
Dear Mr. Cohen:
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 submitted August 6, 2020
Prospectus Summary, page 1
1. Refer to the pipeline
table on pages 2 and 88. Please add columns to reflect the material
phases of the
development of your product candidates, including the phases of clinical
development, to more
accurately reflect each candidate s stage of development. Also
discuss the
significance of the Lead Optimization column and how this column provides
meaningful information
to investors or revise.
Implications of Being an Emerging Growth Company, page 5
2. Please provide us
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
Marc A. Cohen
FirstName LastNameMarc A. Cohen
C4 Therapeutics, Inc.
Comapany 2,
September NameC4
2020 Therapeutics, Inc.
September
Page 2 2, 2020 Page 2
FirstName LastName
investors in reliance on Section 5(d) of the Securities Act, whether
or not they retain
copies of the communications. Please contact Nolan McWilliams at
202-551-3217 to
discuss how to submit the materials, if any, to us for our review.
Use of Proceeds, page 63
3. Refer to the first three bullet points. You state that you intend to
use net proceeds to fund
portions of later stages of respective product development. To
the extent known, please
quantify the estimated amounts of additional proceeds to fund each
product candidate
through regulatory approval. Similarly revise the carryover risk
factor on pages 12-13 and
Funding Requirements on pages 80-81.
Calico License Agreement, page 75
4. Please disclose the amounts of the payments you have already received
from Calico (i.e.,
the nonrefundable upfront payment and the "certain annual payments"
you refer to in the
last paragraph beginning on page 75).
Critical Accounting Policies and Use of Estimates, page 81
Stock Options, page 83
5. We note the stock options awarded during 2019 and in July 2020 on page
84. 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 initial
public offering and the estimated offering price. This information
will help facilitate our
review of your accounting for equity issuances including stock
compensation and
beneficial conversion features.
Business, page 86
6. Given the current state of development of your product candidates,
please substantiate or
provide the basis for your beliefs regarding the potential
effectiveness of the TORPEDO
platform. By way of example, we note statements in the second
paragraph on page 86 that
your approach maximizes [y]our potential to create effective drugs
across many targets ;
in the carryover paragraph on page 97 that you can effectively
target disease-causing
proteins ; and in the last paragraph on page 104 that by
degrading BRD9, this
dependency can be effectively targeted.
7. Please substantiate that Cereblon is the only clinically validated
E3 ligase for targeted
protein degradation. Similarly substantiate your statement in the
first bullet point on
page 96 that approved drugs have harnessed Cereblon effectively and
safely.
Our Strategy, page 88
8. Refer to the last bullet point. To the extent known, please quantify
the estimated
additional investment to develop the TORPEDO platform and acquire
additional
Marc A. Cohen
FirstName LastNameMarc A. Cohen
C4 Therapeutics, Inc.
Comapany 2,
September NameC4
2020 Therapeutics, Inc.
September
Page 3 2, 2020 Page 3
FirstName LastName
intellectual property and discuss the time frame and any material
milestones for these
investments.
Government Regulation, page 116
9. Please discuss FDA approval of first-line, second-line, and third-line
cancer therapies and
the effect these characterizations have on the time frame for product
development and the
potential market. We note the last paragraph of the carryover risk
factor on pages 19-20
and the first full risk factor on page 30.
Executive Employment Arrangements, page 139
10. Please file the employment arrangement with each respective named
executive officer.
Refer to Item 601(b)(10) of Regulation S-K.
Description of Capital Stock
Choice of Forum, page 156
11. Please reconcile your disclosure here that the U.S. District Court for
the District of
Massachusetts is the exclusive forum provision for claims under the
Securities Act with
the carryover risk factor on pages 58-59 that the exclusive forum
provision does not apply
to claims under the Securities Act or Exchange Act. Additionally, to
the extent a federal
district court is the exclusive forum for claims under the Securities
Act, state here and in
the risk factor that stockholders will not be deemed to have waived
the company s
compliance with the federal securities laws.
Financial Statements
Notes to Financial Statements
(2) Summary of Significant Accounting Policies, page F-6
12. Tell us why you do not disclose when you adopted ASC 842.
(7) Collaboration and License Agreements, page F-16
13. Given the materiality of revenues generated pursuant to the Calico
Agreement, please
revise to disclose the amount of the nonrefundable upfront fee and
certain annual
payments received (as indicated on pages 75 and F-20), as well as the
length of the
contractual term or explain why disclosure for these items is not
needed.
14. Please reconcile the $59.9 million transaction price of the Restated
Roche Agreement as
mentioned on page 77 with the aggregate $61.9 million (consisting of
$29.0 million to the
research and development performance obligations for targets 1-3, $4.1
million to the
three material rights and $28.8 million to the option to nominate
targets 4-6 and the three
material rights related to these options) as listed on page F-19.
Quantify if the difference is
a $2 million milestone achieved in 2019, and disclose what triggered
the milestone.
Marc A. Cohen
C4 Therapeutics, Inc.
September 2, 2020
Page 4
General
15. Please provide mockups of any pages that include any additional
pictures or graphics to be
presented, including any accompanying captions. For guidance, refer to
Securities Act
Forms Compliance and Disclosure Interpretation 101.02.
You may contact Jenn Do at 202-551-3743 or Lisa Vanjoske at 202-551-3614
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Nolan McWilliams at 202-551-3217 or Dietrich King at 202-551-8071 with any
other questions.
FirstName LastNameMarc A. Cohen Sincerely,
Comapany NameC4 Therapeutics, Inc.
Division of
Corporation Finance
September 2, 2020 Page 4 Office of Life
Sciences
FirstName LastName