 | *FOIA CONFIDENTIAL TREATMENT REQUEST*
Confidential Treatment Requested by | |
| Principia Biopharma Inc. | ||
in connection with Registration Statement on FormS-3 filed on October 1, 2019 | ||
David G. Peinsipp +1 415 693 2177 ddpeinsipp@cooley.com | ||
October 9, 2019
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Irene Paik
Christine Westbrook
| Re: | Principia Biopharma Inc. |
Registration Statement on FormS-3
Filed October 1, 2019
FileNo. 333-234038
Dear Ms. Paik and Ms. Westbrook:
On behalf of our client, Principia Biopharma Inc. (the “Company”), we are responding to a comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 8, 2019 (the “Comment Letter”) with respect to the Company’s Registration Statement on FormS-3 (the “Registration Statement”) filed with the Commission on October 1, 2019. Pursuant to the Commission’s Rule 83 (17 C.F.R. § 200.83), we hereby request that this letter not be publicly disclosed.
For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response.
FormS-3 Filed October 1, 2019
Description of Capital Stock
Choice of Forum, page 16
| 1. | We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. If this provision does not apply to actions arising under the Exchange Act, please tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act. |
Response:The Company respectfully informs the Staff that the charter provision identified does not apply to actions arising under the Exchange Act. The Company undertakes to provide the following updated disclosure in any prospectus supplement to the Registration Statement and in future Exchange Act periodic reports with respect to the discussion of the actions for which the Court of Chancery will be the exclusive forum:
“This provision does not apply to actions arising under the Securities Exchange Act of 1934, as amended, or any claim for which the federal courts have exclusive jurisdiction.”
101 CALIFORNIA STREET, 5TH FLOOR, SAN FRANCISCO, CA 94111-5800 T: (415) 693-2000 F: (415) 693-2222 WWW.COOLEY.COM
United States Securities and Exchange Commission
Division of Corporation Finance
October 9, 2019
Page Two
The Company respectfully requests the Staff’s assistance in completing the review of this response letter as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding this response letter or the Registration Statement to me at (415)693-2177.
Sincerely,
Cooley LLP
/s/ David G. Peinsipp
David G. Peinsipp
| cc: | Martin Babler, Principia Biopharma Inc. |
Chris Chai, Principia Biopharma Inc.
Roy Hardiman, Principia Biopharma Inc.
Sanam Pangali, Principia Biopharma Inc.
Amanda Coleman Busch, Cooley LLP
101 CALIFORNIA STREET, 5TH FLOOR, SAN FRANCISCO, CA 94111-5800 T: (415) 693-2000 F: (415) 693-2222 WWW.COOLEY.COM