United States securities and exchange commission logo
July 6, 2022
Howard J. Weisman
Chief Executive Officer
PaxMedica, Inc.
303 South Broadway, Suite 125
Tarrytown, NY 10591
Re: PaxMedica, Inc.
Amendment No. 8 to
Registration Statement on Form S-1
Filed June 10, 2022
File No. 333-239676
Dear Mr. Weisman:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
February 2, 2022 letter.
Amendment No. 8 to Registration Statement on Form S-1, filed June 10,
2022
Use of Proceeds, page 49
1. We note your response
to prior comment 6 and your revised disclosure on page 49. We
reissue our comment in
part. Please specifically disclose how far you expect the proceeds
from the offering to
allow you to proceed in the development of PAX-101 for the
indications specified.
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
55
2. Please revise to
include a discussion and analysis of your results of operations and
liquidity for the
annual periods presented in a similar manner that you provided for your
Howard J. Weisman
PaxMedica, Inc.
July 6, 2022
Page 2
most recent interim periods. Refer to Instruction 1 to Item 303(b) of
Regulation S-K for
guidance.
3. Please expand your discussion and analysis of other income (expenses),
net to discuss the
material factors impacting the change in fair value of the SAFE
investment and also the
warrant liability. To the extent that more than one factor materially
impacted the
estimated fair value of each of these instruments, quantify the extent
to which each factor
impacted the estimated fair value.
Security Ownership of Certain Beneficial Owners and Management, page 100
4. Please revise your disclosure to identify the natural person(s) who
have sole or shared
voting or investment power for the securities beneficially owned by
Blue Cane Partners,
LLC. Please also include an address associated with Blue Cane
Partners, LLC. For
reference, please refer to Item 403 of Regulation S-K.
Note 2. Significant accounting policies
Loss Per Share, page F-11
5. We note your response to comment 11. Please expand your disclosures to
state how you
calculated the number of shares to be issued in connection with the
SAFE investment as of
December 31, 2021. Also address this comment for your interim
financial statements. As
part of your response, please provide us with the per share amount
used to determine the
number of shares associated with the SAFE investment and your basis
for such share
amount used, including the outstanding shares by type for each period
presented.
Note 2. Significant accounting policies
Income/(Loss) Per Share, page F-31
6. We note that the SAFE investor has a right to participate in dividends.
We also note that
you allocated a portion of net income recognized for the March 31, 2022
quarter to
unvested restricted stock units issued. Please tell us your
consideration of the guidance in
FirstName LastNameHoward J. Weisman
ASC 260-10-45-59A through 45-63 for the identification of participating
securities and
Comapany NamePaxMedica,
the use of the two-classInc.
method. Also, consider revising your
accounting policy to
address this
July 6, 2022 Page 2 matter accordingly.
FirstName LastName
Howard J. Weisman
FirstName
PaxMedica,LastNameHoward J. Weisman
Inc.
Comapany
July 6, 2022NamePaxMedica, Inc.
July 6,3 2022 Page 3
Page
FirstName LastName
You may contact Tracey Houser at 202-551-3736 or Sasha Parikh at
202-551-3627 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Joshua Gorsky at 202-551-7836 or Christine Westbrook at 202-551-5019
with any other
questions.
Sincerely,
Division of Corporation
Finance
Office of Life Sciences
cc: David S. Rosenthal, Esq.