Matthew T. Bush
Direct Dial: +1.858.523.3962
12670 High Bluff Drive
San Diego, California 92130
Tel: +1.858.523.5400 Fax: +1.858.523.5450
FIRM / AFFILIATE OFFICES
December 21, 2018
VIA EDGAR AND HAND DELIVERY
Ms. Mary Beth Breslin
Office of Healthcare and Insurance
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Gossamer Bio, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 29, 2018
CIK No. 0001728117
Dear Ms. Breslin:
We are in receipt of the Staffs letter dated December 13, 2018 with respect to the above-referenced confidential draft Registration Statement (the Draft Registration Statement). We are responding to the Staffs comments on behalf of Gossamer Bio, Inc. (Gossamer or the Company) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR its Registration Statement on Form S-1 (the Registration Statement) responding to the Staffs comments and updating the Draft Registration Statement. Courtesy copies of this letter and the Registration Statement (marked to show changes to the Draft Registration Statement) are being submitted to the Staff by hand delivery.
The Companys responses set forth in this letter are numbered to correspond to the numbered comments in the Staffs letter. All terms used but not defined herein have the meanings assigned to such terms in the Registration Statement. For ease of reference, we have set forth the Staffs comments and the Companys response for each item below.
Prospectus Summary, page 1
We note your response to prior comment 1 regarding your belief that the preclinical programs provide investors with information about the scope of your current and future development focus areas. However, your revised narrative disclosure regarding your BKT inhibitors and small molecule cancer metabolism modulators appear to indicate that these programs are still in very preliminary stages. Please tell us why it is not sufficient to provide information to investors about
December 21, 2018
|these early programs in narrative form, and why you believe it is appropriate to highlight them with the same level of prominence as your other programs in graphic form in the Prospectus Summary.|
Gossamers Response: The Company has revised the graphic on pages 1 and 91 of the Registration Statement in response to the Staffs comment.
We note your revised disclosures and response to prior comment 3. Please disclose the serious adverse event that occurred in a Phase 1 trial. You may explain that the event occurred at a dose of 160 mg, and also disclose the highest dose being used or expected to be used for your current trials for GB001.
Gossamers Response: The Company has revised the disclosure on pages 2 and 92 of the Registration Statement in response to the Staffs comment.
Business, page 91
We note your revised disclosures on page F-16. Please revise this section to add disclosure regarding your payment obligations under the merger agreement for Adhaere Pharmaceuticals, Inc.
Gossamers Response: The Company has revised page 110 of the Registration Statement to add disclosure regarding the Companys payment obligations under the merger agreement in response to the Staffs comment.
License Agreements, page 112
We acknowledge your revised disclosures in response to prior comment 15. However, there does not appear to be any revised disclosures to address that the licensed intellectual property under the Pulmokine agreement includes rights licensed by Pulmokine from two third parties. Please revise accordingly, including any material terms of those agreements that affect your agreement with Pulmokine, as well as the effects of any termination of the third-party licenses. Please also address the effects of any termination of the UC Regents license under the Aerpio agreement, if any.
Gossamers Response: The Company has revised the disclosure on page 112 of the Registration Statement to reflect the terms of the license agreement between Gilead Sciences, Inc. and Pulmokine, Inc. and the effects of the termination of such agreement that would be material to an investor in understanding the Companys rights under its license agreement with Pulmokine (the Pulmokine Agreement). Additionally, the Company respectfully advises the Staff that the intellectual property covered by the license between Pulmokine and The Rensselaer Center for Translational Research, the second third-party, concerns methods for detecting disease and is unrelated to GB002 or any other current product, and therefore immaterial to the Company and to an investors understanding of the Pulmokine Agreement. The Company respectfully advises the Staff that the UC Regents license under the license agreement with Aerpio Pharmaceuticals, Inc. (the Aerpio Agreement), provides a non-exclusive license to certain intellectual property which the Company does not believe is material to the Companys intellectual property estate for GB004. Therefore, any termination of the UC Regents license under the Aerpio Agreement would not be expected to have a material adverse effect on the Company.
December 21, 2018
Any comments or questions regarding the foregoing should be directed to the undersigned at 858-523-3962. Thank you in advance for your cooperation in connection with this matter.
|Very truly yours,|
|/s/ Matthew T. Bush|
|Matthew T. Bush|
|of LATHAM & WATKINS LLP|
Dorrie Yale, Securities and Exchange Commission
Vanessa Robertson, Securities and Exchange Commission
Lisa Vanjoske, Securities and Exchange Commission
Sheila Gujrathi, M.D., Gossamer Bio, Inc.
Bryan Giraudo, Gossamer Bio, Inc.
Christian Waage, Gossamer Bio, Inc.
Charles S. Kim, Cooley LLP