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United States securities and exchange commission logo
November 25, 2020
Andrew McDonald
Chief Executive Officer
LifeSci Acquisition Corp.
250 W. 55th St., #3401
New York, NY 10019
Re: LifeSci Acquisition
Corp.
Revised Preliminary
Proxy Statement on Schedule 14A
Filed November 10,
2020
File No. 001-39244
Dear Mr. McDonald:
We have reviewed your filing 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 within ten business days 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.
Revised Preliminary Proxy Statement on Schedule 14A filed November 10,
2020
Summary Term Sheet, page 1
1. We note the added
disclosure in response to comment 1. Revise the third bullet point
describing Vincera
Pharma to clarify, if true, that Vincera would become a "clinical-stage
biopharmaceutical
company" if and when the merger is completed and the Bayer license
is effective.
Q: Do any of LSAC s directors or officers have interests that may
conflict with my interests with
respect to the Business Combination?, page 9
2. Please revise this
question and answer to highlight, without limitation, Mr. Grossman's
affiliation with
LifeSci Investments, Rosedale Park and Chardan, and to discuss all
financial interests
that will accrue to these entities in the event the Business Combination
is consummated. In this
regard, we note the disclosures on pages 11 and 13 indicate that
Chardan will be
eligible to receive deferred underwriting discounts and/or commissions.
Andrew McDonald
FirstName LastNameAndrew McDonald
LifeSci Acquisition Corp.
Comapany 25,
November NameLifeSci
2020 Acquisition Corp.
November
Page 2 25, 2020 Page 2
FirstName LastName
Please also tell us whether the Sponsor or any affiliates have
ownership or financial
interests in Vincera.
Background of the Business Section, page 89
3. With reference to the May 7 entry, please revise to identify the
individuals affiliated with
LSAC who made the introduction.
Other Agreements, page 108
4. We refer to prior comment 11. Please revise the disclosure in this
subsection to describe
briefly the termination provisions and remedies of the voting
agreement. Please also
revise to explain briefly what incentive(s), if any, were provided to
the holders to enter
into the agreement.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 134
5. Please remove the line items for In-process research and development,
Goodwill and
Deferred income taxes payable as they all have a zero balance.
6. It appears that the retained earnings of LSAC are carried over in the
pro forma balance
sheet and that the retained earnings of Vincera Pharma have been
eliminated. Considering
your revised disclosure that LSAC has been treated as the acquired
company, explain to us
how this is appropriate and revise as necessary. Include your
consideration of ASC 805-
40-45-2 as to why you did not include an adjustment to eliminate the
historical retained
earnings of LSAC.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 137
7. Please revise the disclosure to clarify that LSAC's unaudited balance
sheet as of
September 30, 2020 and the related notes are included elsewhere in the
proxy statement
rather than incorporated by reference.
Clinical Trial, page 146
8. We note your revised disclosures in response to prior comment 17.
Please revise to
disclose all serious adverse events and not just the most common ones.
9. We reissue comment 18 to the extent that you have not briefly
explained neurtopenia,
other than to say it is an on-target effect.
General
10. With reference to your disclosure on page 3, please revise the proxy
card to indicate that
consummation of the Business Combination is conditioned upon approval
of all of the
Proposals, including, as applicable, the five separate voting items
contained under the
Proposal No. 2 heading.
Andrew McDonald
LifeSci Acquisition Corp.
November 25, 2020
Page 3
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.
You may contact Vanessa Robertson at (202) 551-3649 or Al Pavot at (202)
551-3738 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at (202) 551-6902 or Joe McCann at (202) 551-6262 with any
other
questions.
FirstName LastNameAndrew McDonald Sincerely,
Comapany NameLifeSci Acquisition Corp.
Division of
Corporation Finance
November 25, 2020 Page 3 Office of Life
Sciences
FirstName LastName