United States securities and exchange commission logo
October 14, 2022
Richard Peters, M.D.
Chief Executive Officer
Yumanity Therapeutics, Inc.
40 Guest Street, Suite 4410
Boston, MA 02135
Re: Yumanity
Therapeutics, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed October 3,
2022
File No. 333-267127
Dear Richard Peters:
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
September 26, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Prospectus Summary
Kineta, Inc., page 16
1. We note your response
to prior comment 1 and continued references to potentially "first-
in-class" or
"best-in-class" product candidates. We continue to object to these terms, as
they imply your product
candidates are likely to be approved or that you will be successful
in achieving a given
market share. Such implications are inappropriate given the
current status of your
product candidates and the uncertainty involved in clinical
development. Please
revise your disclosure accordingly.
Richard Peters, M.D.
FirstName LastNameRichard
Yumanity Therapeutics, Inc. Peters, M.D.
Comapany
October 14,NameYumanity
2022 Therapeutics, Inc.
October
Page 2 14, 2022 Page 2
FirstName LastName
Background of the Transactions, page 177
2. We note your revised disclosure indicating that you informed
Wainwright that you do not
believe that Wainwright is entitled to a separate transaction fee for
each of the Asset Sale
and Merger under the engagement letter. If there is material
uncertainty with regard to
your financial obligations under the engagement letter, please revise
to clearly explain this
fact and quantify any amounts to the extent practicable.
Kineta's Product Candidate Pipeline, page 304
3. We note your response to prior comment 10 and your revised disclosure
on pages 312-313
indicating that you have initiated a discovery program through the
PiiONEER Platform
and are working to identify a lead candidate for CD24. We do not
object to a narrative
discussion of your plans; however, given your limited development
activities to date, this
discovery-phase program does not appear to warrant highlighting in the
pipeline table.
Please remove it.
Strategic Partnerships, page 313
4. We note your response to prior comment 14 and your disclosure of "high
double-digit
millions" in launch milestones and "low triple-digit millions" in
sales milestones for
KCP506. Please quantify the potential aggregate milestone payments for
development
and commercial milestones. Please also revise disclosure of your
royalty rate range to
limit the range to ten percentage points.
License Agreements, page 314
5. We note your response to prior comment 13. Please further revise this
section to quantify
the aggregate potential total milestone payments payable and limit
your disclosed royalty
rate to a ten percentage point range. For example, we note that you
disclose the royalty
rate for your license agreement with Genentech, Inc. ranges from "high
single digits to
low double-digit". Please further revise this range, and others like
it, to instead be limited
to ten percentage points.
Intellectual Property, page 317
6. We note your response to prior comment 15. Please further revise this
section to
separately disclose for each material patent or patent application the
applicable
jurisdictions of protection and expiration dates or potential
expiration dates. Please also
discuss which of your individual product candidates relates to each
patent disclosed in this
section. Consider providing this disclosure in a tabular format to
increase investor
understanding of your intellectual property rights.
Richard Peters, M.D.
Yumanity Therapeutics, Inc.
October 14, 2022
Page 3
You may contact Michael Fay at 202-551-3812 or Sasha Parikh at
202-551-3627 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Christine Westbrook at 202-551-5019 with
any other
questions.
Sincerely,
FirstName LastNameRichard Peters, M.D.
Division of Corporation
Finance
Comapany NameYumanity Therapeutics, Inc.
Office of Life Sciences
October 14, 2022 Page 3
cc: John Haggerty, Esq.
FirstName LastName