United States securities and exchange commission logo
September 24, 2020
Martin Driscoll
Chief Executive Officer
Spring Bank Pharmaceuticals, Inc.
35 Parkwood Drive, Suite 210
Hopkinton, MA 01748
Re: Spring Bank
Pharmaceuticals, Inc.
Registration
Statement on Form S-4
Filed August 28,
2020
File No. 333-248487
Dear Mr. Driscoll :
We have reviewed your 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.
Registration Statement on Form S-4 Filed August 28, 2020
Questions and Answers about the Exchange, page 1
1. Please disclose what
you mean by "pre-money valuation of at least $35.0 million."
2. Please provide us with
your detailed legal analysis as to whether the contingent value
rights are securities
within the meaning of Section 2(a)(1) of the Securities Act of 1933,
the offer and sale of
which should be registered under the Act. In preparing your response,
please consider prior
staff no-action letters on this topic, such as Minnesota Mining and
Manufacturing Co., SEC
No-Action Letter (Oct. 13, 1998).
3. Please disclose whether
the decision of the Spring Bank Board to recommend the merger
was unanimous.
Martin Driscoll
FirstName LastNameMartin
Spring Bank Pharmaceuticals,Driscoll
Inc.
Comapany 24,
September NameSpring
2020 Bank Pharmaceuticals, Inc.
September
Page 2 24, 2020 Page 2
FirstName LastName
4. Please define all technical and scientific terms, such as
"differentiated and well-tolerated
mAb 2 bispecific antibodies" on first use.
5. Please clarify in the paragraph explaining the Exchange on page 12
that following the
Exchange, control of the company will be vested in the former holders
of F-star, because
they will hold a majority of the seats on the board of the combined
entity in addition to
holding 61.2% of the shares, as you disclose.
6. Regarding the disclosure in the Letter to Stockholders and throughout
the proxy
statement/prospectus that the valuation of Spring Bank will be
decreased by $250,000 if
the Exchange has not closed by September 30, 2020 and by an additional
$250,000 if the
Exchange has not closed on the final day of each succeeding month
thereafter, please
update your disclosure to include the information that the valuation
is likely to change and
to provide a current good faith estimate as to when the Exchange will
close.
Risk Factors, page 33
7. Please expand the risk factor on page 43 and the disclosure in the
Business section to
specify how far you expect that the cash available to the combined
company will last in
furthering the clinical development of the multiple product candidates
each company is
working on. If any material amounts of other funds are necessary to
accomplish the
specified purposes, quantify the amounts and sources of such other
funds needed for each
such specified purpose and the possible sources of those funds.
Background of the Exchange, page 124
8. Please expand the description of the board's consideration of both
public and private
candidates to explain what criteria the board and its advisors applied
in eliminating
bidders for the company. In the disclosure describing the May 6, 2020
meeting of the
Special Committee, please expand the discussion of the reduction of
the potential bidder
list from 15 companies to eight finalists to include a description of
the criteria that the
board applied to the process.
9. Please disclose what consideration, if any, the board gave to other
means of attracting
funding besides a business combination, and explain the positive and
negative factors that
the board considered in rejecting other approaches.
Opinion of the Spring Bank Financial Advisor, page 142
10. We note that several variables to the valuation of the Spring Bank and
F-star, including
the proceeds of the Pre-closing Financing, the pre-money valuation of
F-star, and the final
valuation of Spring Bank, were not quantifiable when the fairness
opinion was issued.
Please disclose what consideration Ladenburg gave to the possible
changes in the value of
each partner, and tell us whether the parties currently intend to seek
an updated opinion
when more information is available.
Martin Driscoll
FirstName LastNameMartin
Spring Bank Pharmaceuticals,Driscoll
Inc.
Comapany 24,
September NameSpring
2020 Bank Pharmaceuticals, Inc.
September
Page 3 24, 2020 Page 3
FirstName LastName
11. We note the wide range of valuations for companies considered in the
analysis of Selected
Initial Public Offering transactions on page 145, with total
enterprise values between
$46.2 million and $1,339 million, and the Analysis of Selected
Precedent M&A
Transactions, on page 149, where the range is $35.0 million and
$4,622.6 million. Given
the relatively small size of the combined entity following the
Exchange, please disclose
the criteria for selecting these companies, and the reasons that
Ladenburg considered
them, particularly the larger entities, to be comparable. Also, please
disclose whether any
companies meeting the selection criteria were excluded from the
analyses, and if so, why
they were excluded.
The Pre-Closing Financing, page 162
12. Please file the binding equity commitment letters for the Pre-Closing
Financing as
exhibits to the Form S-4.
F-Star Business, page 224
13. Regarding the pipeline table on page 226, please make the following
revisions:
Split the Phase 2/3 column into two columns, one for Phase 2 and
one for Phase 3;
In the FS118 row, adjust the orange arrow show that it shows you
are not yet at the
end of Phase 1.
Collaborations and License Agreements, page 249
14. Please file as exhibits to the registration statement the following
agreements:
the 2016 License and Collaboration Agreement with Denali
Therapeutics Inc.;
the 2018 Agreement with Iontas Limited;
the 2018 Amended and Restated PD-LI License Agreements with Kymab
Limited;
and
the 2019 License and Collaboration Agreement with Ares Trading
S.A.
Principal Shareholders of F-star, page 378
15. Please revise your disclosure to identify the natural person or
persons who have voting
and investment control of the shares held by each of the entities
listed in the table.
Exhibit 99.1, page II-7
16. Please revise the form of proxy card to mark it as "preliminary."
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Martin Driscoll
Spring Bank Pharmaceuticals, Inc.
September 24, 2020
Page 4
Please refer to Rules 460 and 461 regarding requests for acceleration.
Please allow
adequate time for us to review any amendment prior to the requested effective
date of the
registration statement.
You may contact Rolf Sundwall at 202-551-3105 or Lisa Vanjoske at
202-551-3614 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Julia Griffith at 202-551-3267 or Dietrich King at 202-551-8071 with
any other
questions.
FirstName LastNameMartin Driscoll Sincerely,
Comapany NameSpring Bank Pharmaceuticals, Inc.
Division of
Corporation Finance
September 24, 2020 Page 4 Office of Life
Sciences
FirstName LastName