United States securities and exchange commission logo
April 20, 2021
Matthew Hammond
Chief Financial Officer
Therapeutics Acquisition Corp.
200 Berkeley Street, 18th Floor
Boston, MA 02116
Re: Therapeutics
Acquisition Corp.
Registration
Statement on Form S-4
Filed March 23,
2021
File No. 333-254600
Dear Dr. Hammond:
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.
Form S-4 Filed March 23, 2021
Questions and Answers for Stockholders of RACA
What matters will be considered at the Special Meeting?, page 5
1. Where you discuss the
advisory proposal related to DGCL Section 203, revise to briefly
identify the content of
the proposal, here and throughout the proxy statement/prospectus.
What conditions must be satisfied to complete the Business Combination?,
page 8
2. Revise this Q&A to
disclose the conditions of the closing and to clarify which conditions
are waivable and by
which party or parties. Revise the risk factor on page 81 to further
address the risks
associated with the waivable conditions.
Matthew Hammond
FirstName LastNameMatthew
Therapeutics Acquisition Corp.Hammond
Comapany
April NameTherapeutics Acquisition Corp.
20, 2021
April 220, 2021 Page 2
Page
FirstName LastName
Summary, page 17
3. On page 19 and elsewhere in the prospectus, you describe radiation
therapy as a de-
risked modality across many cancers. You also speak of POINT s
products once
approved, and state that its lead assets . . . have proven
objective clinical response data
that support pursuing a development path that enables registration in
large markets. As
safety and efficacy determinations are solely within the FDA's
authority and they continue
to be evaluated throughout all phases of clinical trials, please
remove references to de-
risked, products (as they are only product candidates until
they receive regulatory
approval), refrain from statements assuming they will be approved, and
avoid statements
of proven response and any similar references in your
prospectus.
4. We note the references to positive clinical data that was obtained
from prospective studies
of your product candidates. Please clarify that phase of these
clinical trial studies and who
conducted the trials. Please also balance this disclosure by
disclosing that these positive
results may not result in successful completion of your clinical
trials or approval of your
product candidates for commercialization.
Risk Factors
Risks Related to POINT's Reliance on Third Parties, page 46
5. File the agreements with the third party suppliers on which POINT is
substantially
dependent, as required by Item 601(b)(10)(ii)(B) of Regulation S-K and
disclose the
names of those suppliers as required by Item 101(h)(4)(v) of
Regulation S-K.
Risks Related to RACA and the Business Combination, page 75
6. On page 81, please revise this risk factor to disclose that there is
also a risk that your
exclusive forum provision may result in increased costs for investors
to bring a claim.
Background to the Business Combination, page 102
7. Substantially revise the background section to provide additional
detail regarding the
depth of evaluation the management team conducted of the over 50 other
candidates it
considered, the 28 it contacted and the two with which it entered into
non-disclosure
agreements. In doing so, clarify the industry or industries targeted,
why the alternatives
considered were not pursued and when consideration and, to the extent
they began, when
negotiations began and ended. Disclose what was addressed at the
October 28, 2020
meeting, and clarify if POINT was under consideration at that time.
Disclose the first
contact with POINT and which party initiated the contact.
8. Clarify RA Capital s role and the representatives of RA Capital who
participated in the
negotiations throughout the background discussion.
Matthew Hammond
FirstName LastNameMatthew
Therapeutics Acquisition Corp.Hammond
Comapany
April NameTherapeutics Acquisition Corp.
20, 2021
April 320, 2021 Page 3
Page
FirstName LastName
9. Clarify what information about POINT business RA Capital obtained via
the data room
and the POINT Board and management team presentations in November and
December
2020.
10. Clarify how RA Capital Management determined the terms for the initial
term sheet
proposed on January 14, 2021, and revise the subsequent discussions of
changes to the
terms to clarify the reasons the terms changed. We note the equity
valuation of POINT
went from $565 million to $603 million, to $520.1 million, and that
several revised
versions of the business combination agreement were exchanged between
the parties from
March 5 to March 11.
The Board's Reasons for the Business Combination, page 108
11. We note from the second paragraph that the Board did not obtain a
fairness opinion, but
that it relied on the necessary analyses and determinations
regarding the Business
Combination the officers and directors and financial advisor
provided to the Board. The
factors cited below include the valuations and trading of
comparable publicly traded
companies. Revise this section to disclose the financial analyses
of the comparable
companies, transactions and other analysis upon which the board relied
in reaching its
decision. In doing so, provide the material assumptions underlying the
analysis, including
the criteria used to select comparable companies and/or transactions.
If there were any
analyses that did not support the fairness of the transaction, please
include appropriate
disclosure.
12. We note the Board considered POINT s business model, outlook,
financial plan, and debt
structure. As it appears that RACA s Board, officers and
directors and/or financial
advisors reviewed projected financial information provided by POINT,
please revise to
disclose such projections, how the board used any projections provided
and discuss all
material assumptions used to develop the projections. Also discuss the
possible impact if
the projections are not correct and clarify when the projections were
provided.
Summary of RACA Financial Analysis, page 111
13. Revise the precedent transaction comparables to provide additional
information to clarify
why the board believed this analysis is reliable. In particular we
note the age of these
transactions, the fact that only two companies were used, their vast
size by comparison to
this target, and the narrow criteria cited. Please also further
describe the comparative
analysis between POINT and the precedent transaction comparables
conducted by RACA
and how that resulted in an implied enterprise value for POINT.
Matthew Hammond
FirstName LastNameMatthew
Therapeutics Acquisition Corp.Hammond
Comapany
April NameTherapeutics Acquisition Corp.
20, 2021
April 420, 2021 Page 4
Page
FirstName LastName
Satisfaction of 80% Test, page 112
14. Further clarify how the Board reached this determination.
U.S. Federal Income Tax Considerations, page 130
15. Please revise this section to provide a tax opinion in accordance with
Regulation S-K,
Item 601(b)(8). Please refer to Sections III.C.3 and 4 of Staff Legal
Bulletin No. 19
concerning assumptions and opinions subject to uncertainty. In
revising your disclosure,
please clarify the first paragraph, which states the entire tax
discussion only applies to
redemptions, although you address other situations within the tax
disclosure section.
Eliminate the repetition between the first paragraph and the
redemption discussion in the
paragraphs on page 130-132.
16. Revise the first sentence on page 130, the similar language on page
134 and throughout
this section, to eliminate the term certain and clarify that you
have described all the
material U.S. federal tax consequences. In addition, you urge
holders of [y]our common
stock . . . to consult their own tax advisors concerning the U.S.
federal . . . tax
consequences of the transaction. Investors are entitled to rely on
your disclosure. Revise
to eliminate this and similar disclaimers throughout this section. You
may recommend
that investors consult their own advisors with respect to the personal
tax consequences of
the transactions, which may vary. For guidance, refer to Section
III.D. of Staff Legal
Bulletin No. 19.
Information About POINT
Our Pipeline, page 159
17. Increase the fonts in your pipeline and in the graphics beginning on
page 167 so that the
text is readable.
18. Revise the pipeline to indicate those product candidates you have
licensing or
collaboration agreements to develop. Please also revise the arrows in
the pipeline chart to
accurately reflect the stage of development for each product
candidate. For example, the
arrow for PNT2003 suggests that Phase 3 is complete and the arrow for
PNT2002
suggests Phase 3 is more than halfway complete when the first patient
dosed is not
expected until the second quarter of 2021. In addition the arrow for
PNT2001 and
PNT2004 show that pre-clinical development is complete but disclosure
elsewhere in the
prospectus states that addition pre-clinical testing is planned or
ongoing.
Our Programs, page 164
19. For each clinical trial you discuss, please disclose whether there
were treatment-related
serious adverse events and, if so, identify them.
Matthew Hammond
FirstName LastNameMatthew
Therapeutics Acquisition Corp.Hammond
Comapany
April NameTherapeutics Acquisition Corp.
20, 2021
April 520, 2021 Page 5
Page
FirstName LastName
Intellectual Property, page 174
20. For PNT 2001, revise to clarify the number of pending U.S. patent
applications and to
what they relate, and the locations of the remaining pending patent
applications.
License Agreements, page 175
21. Revise the disclosure of each of your licenses to include all material
terms, including
without limitation, the upfront license fee paid, the annual license
maintenance fee to be
paid, the term of the agreement, the aggregate amount of milestone
payments under the
agreement and the amounts paid to date, the royalty fee, the royalty
term, and the
termination. We note, for example, there is no disclosure of the
royalty rate in the
CanProbe agreement and no termination date. Most of the material terms
are missing
from the disclosure of the Scintomics license. Total milestone
payments, royalty rates and
potential termination date are not indicated with respect to the BACH
licenses, and the
research agreement terms are not clear. Milestone and royalty rates
and terms are not
disclosed for the Avacta license. Please also make conforming changes
for each license
agreement disclosed in Note 12 on page F-33 of the Consolidated
Financial Statements of
POINT Biopharma Inc.
22. We note you have filed one of the CanProbe license agreements. File
the remaining
agreements disclosed in this section as exhibits as required by Item
601(b)(10) of
Regulation S-K or tell us why you believe they are not required to be
filed.
Government Regulation, page 177
23. In the risk factor on page 50, you state that POINT s business
involves the use of
potentially hazardous substances, including chemical materials and
potential exposure to
radiopharmaceutical treatments, subjecting it to federal, state,
provincial and local laws
and regulations in the United States, Canada and other foreign
jurisdictions governing the
use, manufacture, storage, handling, and disposal of medical and
hazardous materials.
Revise this section to address these material regulations, to the
extent you have not. Refer
to Item 101(h)(4)(ix) and (xi) of Regulation S-K.
POINT's Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations
Research and Development, page 196
24. We note the discussion of your product pipeline beginning on page 159
and that you have
multiple products in varying stages of development and clinical
testing. Please revise to
provide more detail for your research and development expenses for
each period
presented, including but not limited to by product or program area. To
the extent that you
do not track expenses by product or program, please disclose as such.
Matthew Hammond
FirstName LastNameMatthew
Therapeutics Acquisition Corp.Hammond
Comapany
April NameTherapeutics Acquisition Corp.
20, 2021
April 620, 2021 Page 6
Page
FirstName LastName
Exhibits
25. Please provide a form of proxy marked as preliminary with your
next submission.
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.
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 Eric Atallah at (202) 551-3663 or Brian Cascio at (202)
551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at (202) 551-6902 or Chris Edwards at (202) 551-6761 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Laurie Burlingame, Esq.