May 12, 2005
Mail Stop 03-06
James D. Merselis
Hemosense, Inc.
651 River Oaks Parkway
San Jose, California 95134
Re: Hemosense, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 6, 2005
File No. 333-123705
Dear Mr. Merselis:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Use of Proceeds - Page 24
1. Please provide the disclosures required by Instruction 4 to
Item
504 of Regulation S-K with respect to the indebtedness to be
repaid
with the proceeds of the offering.
Business - Page 40
2. We note your response to comment 20. Please revise to identify
the customers who accounted for more than 10% of your revenues in
the
most recent fiscal year. Refer to Item 101(c)(1)(vii) of
Regulation
S-K.
Sales and Marketing - Page 47
3. We note your revisions in response to comment 22. Please also
revise to discuss similarly the distribution agreement with
Raytel.
Manufacturing - Page 51
4. We note the disclosure added in response to comment 23. Please
further revise to provide additional details regarding the option
to
extend the term of the agreement with Dade Behring. Revise to
clarify the expiration date of the last-to-expire patent covered
by
the agreement. Also state the amount of the lump sum payment that
would be required in order to extend the agreement beyond its
current
term.
Intellectual Property - Page 51
5. We note your response to comment 25. We will provide comments
on
your confidential treatment request separately. However, it
appears
that the amount of the royalty and the cap, terms for which you
have
requested confidential treatment, may represent material
information
to investors and are therefore inappropriate subjects for
confidential treatment. Please revise the prospectus to quantify
the
amount of the royalty payments and the cap.
Related Party Transactions - Page 67
Debt Financing - Page 67
6. We note that you completed an offering of promissory notes
after
the date of initial filing of your registration statement. Please
provide us with your analysis as to why the offers and sales of
the
notes should not be integrated with the registered offering,
including a discussion of any relevant staff interpretations.
7. Please revise to specify the principal amount of the promissory
notes issued to each of the three stockholders. Also describe
their
affiliation with your shareholders MPM Capital and W Capital
Partners
Ironworks. Further, please revise to indicate the number of
shares
issuable upon exercise of the warrants granted to these
stockholders
assuming the initial public offering is the next equity financing
and
assuming an initial offering price at the mid-point range.
Management Retention Plan - Page 68
8. We note your response to comment 30; however, the agreement
appears to fall within the types of agreements required to be
filed
as exhibits pursuant to Item 601(b)(10)(iii) of Regulation S-K.
Therefore, we reissue the comment.
Shares Eligible for Future Sale - Page 75
Eligibility of Restricted Shares for Sale in the Public Market -
Page
75
9. Please quantify the number of restricted shares held by non-
affiliates that will be eligible for sale under Rule 144(k) after
the
expiration of the lock-up period and the number of restricted
shares
held by affiliates that will be subject to the volume and other
restrictions of Rule 144 after that date.
Plan of Distribution - Page 77
10. We note your response to comment 34, including your statement
that W.R. Hambrecht will seek a representation from members of the
syndicate or selling group that they will comply with Section 5 in
connection with any offer, sale or distribution of securities in
the
offering. Please additionally confirm, if true, that W.R.
Hambrecht
will also obtain a representation from each member of the
syndicate
or selling group that the member will follow procedures for
electronic distributions previously cleared with the staff if the
member engages in the electronic offer, sale or distribution of
securities in connection with this offering.
Recent Sales of Unregistered Securities - Page
11. We note your response to comment 39. With respect to each of
the
offers and sales described in paragraphs 2, 3, 5, 6, 7, 9, and 10
that was conducted in reliance on Regulation D, please identify
the
specific Regulation D exemption relied upon and explain the
factual
basis supporting the availability of the exemption claimed.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
You may contact Dennis Hult at (202) 942-2812 or Jay Webb,
Reviewing
Accountant, at (202) 942-1812 if you have questions regarding
comments on the financial statements and related matters. Please
contact Mary Beth Breslin at (202) 942-2914 or me at (202) 942-
7924
with any other questions.
Sincerely,
David Ritenour
Special Counsel
cc (via fax): Michael J. Danaher, Esq.
David J. Saul, Esq.
David B. Crawford, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
David W. Pollack, Esq.
Owen S. Littman, Esq.
Morgan, Lewis & Bockius LLP
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James D. Merselis
Hemosense, Inc.
May 12, 2005
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