View:
United States securities and exchange commission logo
November 23, 2020
Nima M. Farzan
President and Chief Executive Officer
Kinnate Biopharma Inc.
11875 El Camino Real, Suite 101
San Diego, California 92130
Re: Kinnate Biopharma
Inc.
Registration
Statement on Form S-1
Filed November 13,
2020
File No. 333-250086
Dear Ms. Farzan:
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-1 filed November 13, 2020
The Offering, page 9
1. Please include
disclosure regarding the directed share program in your Risk Factors,
Certain
Relationships and Related Party Transactions and Plan of Distribution
sections, or tell us
why such disclosure is not required. See Items 503, 404 and 508
of Regulation S-K.
Use of Proceeds, page 81
2. We reissue comment 6 of
our October 1, 2020 letter. We note you have not included the
amounts; however, you
also have not revised the associated disclosure to address the
remainder of our
comment. To the extent that the proceeds are intended to complete only
a particular phase of
clinical development, please identify the relevant clinical phase and
Nima M. Farzan
Kinnate Biopharma Inc.
November 23, 2020
Page 2
disclose the amount and source of other funds needed for you to achieve
marketing
approval. Refer to Instruction 3 to Item 504 of Regulation S-K.
Certain Relationships and Related Party Transactions, page 183
3. We note your response to comment 1. Tell us why you deleted information
regarding
stock purchases by and voting agreements with entities affiliated with
Fidelity
Management & Research Company from the Series C table and elsewhere in
this section.
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm, page
Ex.23.1
4. Please ask your auditors to revise their consent to include the date of
their audit report and
to appropriately identify all periods and financial statements that have
been audited in
accordance with Item 601 of Regulation S-K.
General
5. We note from your website use of terms such as "thought leaders" and a
quote from one of
your board members that the company "has assembled an experienced team
of drug
hunters who have built, from the ground up, a pipeline of best-in-class
and first-in-class
precision medicines that have the potential to deliver better outcomes
for patients fighting
hard-to-treat cancers. In website pipeline, with respect to KIN003,
you state you have
"observed potency." Please revise your web disclosure to comply with our
comments,
including comments 4 and 5 of our October 1, 2020 letter, or tell us why
you think it is
appropriate to advance these statements outside of your prospectus.
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 Julie Sherman at (202) 551-3640 or Angela Connell at
(202) 551-
3426 if you have questions regarding the financial statements and related
matters. Please contact
Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other
questions.
Sincerely,
FirstName LastNameNima M. Farzan
Comapany NameKinnate Biopharma Inc. Division of
Corporation Finance
Office of Life
Sciences
November 23, 2020 Page 2
cc:
FirstName Tony Jeffries, Esq.
LastName