United States securities and exchange commission logo
May 23, 2023
John Kollins
President and Chief Executive Officer
Satsuma Pharmaceuticals, Inc.
4819 Emperor Boulevard, Suite 340
Durham, NC 27703
Re: Satsuma
Pharmaceuticals, Inc.
Schedule 13E-3 and
Schedule 14D-9, as amended
Filed May 5 and May
18, 2023
File No. 005-91126
Dear John Kollins:
We have reviewed your filings 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 these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule 13E-3 and Schedule 14D-9
General
1. In circumstances where
the filing person elects to incorporate by reference the information
required by Item
1010(a) and (b) of Regulation M-A, as required by Item 13 of Schedule
13E-3, all of the
summarized financial information required by Item 1010(c) must be
disclosed in the
document furnished to security holders. See Instruction 1 to Item 13 of
Schedule 13E-3. In
addition, please refer to telephone interpretation I.H.7 in the July
2001 supplement to our
Manual of Publicly Available Telephone Interpretations that is
available on the
Commission s website at http://www.sec.gov for guidance on complying
with a similar
instruction in the context of a tender offer. Please revise the Schedule 14D-
9 to include the
information required by Item 1010(c).
John Kollins
FirstName LastNameJohn Inc.
Kollins
Satsuma Pharmaceuticals,
Comapany
May NameSatsuma Pharmaceuticals, Inc.
23, 2023
May 23,
Page 2 2023 Page 2
FirstName LastName
Purposes and Reasons of the Company for the Offer; Recommendation of the
Company Board,
page 26
2. Disclosure in the Schedule 14D-9 does not provide the express
statement required by Item
1014(a) of Regulation M-A that the Board reasonably believes that the
Rule 13e-3
transaction is fair or unfair to unaffiliated stockholders. Please
revise accordingly. While
such statement is included in the Company s Schedule 13E-3, please
refer to Instruction 1
to paragraph (e)(1) of Exchange Act Rule 13e-3. Also consider the
definitions of
"affiliate" and "unaffiliated security holder" in Exchange Act Rule
13e-3(a)(1) and (a)(4),
respectively.
3. The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
generally relevant
to each filing person s fairness determination and should be
discussed in reasonable
detail. See Question Nos. 20 and 21 of the Exchange Act Release No.
34-17719 (April
13, 1981). Please revise this section to include the factor described
in clause (v) of
Instruction 2 to Item 1014 or explain why such factor was not deemed
material or relevant
to the registrant s fairness determination. If the procedural
safeguards in Item 1014(c) and
(d) were not considered, please explain why the registrant believes
that the Rule 13e-3
transaction is fair in the absence of such safeguards.
Opinion of Houlihan Lokey Capital, Inc., page 32
4. Disclosure in the Houlihan Lokey opinion indicates that the Opinion
is furnished for the
use of the Board (in its capacity as such) in connection with its
evaluation of the
Transaction and may not be used for any other purpose without our
prior written
consent. Please disclose in the Schedule 14D-9, if true, that
Houlihan Lokey has
consented to the use of its materials in the filing.
We remind you that the Company is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of
Corporation Finance
Office of
Mergers & Acquisitions
cc: Joshua Dubofsky