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United States securities and exchange commission logo
November 5, 2020
Andrew McDonald
Chief Executive Officer
LifeSci Acquisition Corp.
250 W. 55th St., #3401
New York, NY 10019
Re: LifeSci Acquisition
Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed October 8,
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.
Preliminary Proxy Statement on Schedule 14A
Summary of the Proxy Statement, page 11
1. Revise to provide a
summary term sheet on the first or second page of the proxy statement
as required by Item
14(b)(1) of Schedule 14A. Refer to Item 1001 of Regulation M-A.
2. Please revise the
Summary to remove the description of Vincera Pharma s product
candidates as being
best-in-class or "first-in-class," because the term suggests that the
products are effective
and likely to be approved by the FDA. Alternatively, revise the
disclosure to provide
appropriate context to these claims and to provide balance to the
Summary presentation.
3. Revise the disclosure
on page 5 to identify which director is affiliated with Rosedale Park.
Risk Factors, page 25
4. Please revise the
disclosure on pages 25-26 to explain the term and termination provisions
Andrew McDonald
LifeSci Acquisition Corp.
November 5, 2020
Page 2
of the Bayer license.
Special Note Regarding Forward-Looking Statements, page 72
5. On page 73 you state that shareholders should not rely on these
forward-looking
statements and neither LSAC nor any other person assumes
responsibility for the
accuracy or completeness of any of these forward-looking statements.
Please revise to
remove these statements disclaiming responsibility for your
disclosures.
Proposal No. 1 The Business Combination Proposal, page 83
6. Please provide us your analysis regarding the availability of the
exemption in Section
4(a)(2) for the issuance of LSAC Shares to the Sellers.
7. Please substantially revise your disclosures in this section to
provide additional
information with respect to specific issues discussed during the
negotiations between
LSAC and various candidates. For example, disclose the extent to which
any other
candidates were discussed at the September 11 and 17th Board meetings,
and clarify when
you ceased conversations with Candidates One and Two. We note that,
with respect to
Candidate One, you disclose that as conversations with Vincera
advanced in May 2020,
the frequency of interaction with Candidate One decreased and no
further substantive
discussions regarding a merger with LSAC took place; however, when
discussing
Candidate Three, you disclose a conference call with Candidate Three
on May 27, 2020
and state that discussions with Vincera accelerated shortly
thereafter. As it does not
appear that your Vincera conversations diminished your interactions
with Candidate Three
until after May 27, 2020, clarify any other reasons the discussions
with Candidate One
trailed off and ended in May, including the date of your final
interaction.
8. Substantially revise your background section to provide details
regarding the negotiations
that led to the finalization of the key terms of the proposed business
combination with
Vincera. For example, it is not clear how the parties determined the
type and amount of
consideration or that certain of the consideration should be in the
form of earnout shares.
Also expand your discussion of the merger agreement to identify the
material terms
negotiated and discuss how the issues were resolved, including changes
in any terms
favorable to LSAC s management and affiliates as compared to the
public shareholders.
9. Expand the disclosure to further explain the material assumptions on
which you based
your financial analysis, and to further describe the criteria used to
select the referenced
companies.
LSAC s Board s Reasons for the Approval of the Business Combination, page
87
FirstName LastNameAndrew McDonald
10. With reference to page 14 of your IPO prospectus, please tell us, and
revise, as applicable,
Comapany NameLifeSci
to indicate whetherAcquisition Corp.
the board determined that at the time of agreement
the transaction
satisfied
November the Page
5, 2020 80% 2test.
FirstName LastName
Andrew McDonald
FirstName LastNameAndrew McDonald
LifeSci Acquisition Corp.
Comapany 5,
November NameLifeSci
2020 Acquisition Corp.
November
Page 3 5, 2020 Page 3
FirstName LastName
Other Agreements, page 100
11. Please revise to disclose the material terms of your voting
agreement(s) with the
public holders of 3,945,350 LSAC Shares and include the agreement(s)
as an Annex to the
proxy. Also revise the Background section to indicate when the
agreement(s) were
negotiated and executed.
Proposal No. 2 The Charter Amendment Proposal, page 101
12. Revise this section to clarify that shareholders are voting on these
provisions individually,
as provided on the form of proxy card.
13. Revise the Choice of Forum discussion, here, on page 202, and in the
comparative charts
to agree. In the chart, you say that the federal district courts
generally are the sole and
exclusive forum for Exchange Act claims, and that the Delaware Court
of Chancery and
District Court for the District of Delaware have sole and exclusive
forum for Securities
Act claims. In the discussion here and on page 202, however, you state
that federal
district courts (not limited to Delaware) are the exclusive forum for
both Securities Act
and Exchange Act claims. Also revise item (i) in the discussion to
clarify that it does not
apply to Securities Act or Exchange Act claims. In addition, we note
that Section 22 of
the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. Revise the discussion of this proposal to
disclose that there is
uncertainty as to whether a court would enforce the provision vesting
the Delaware Court
of Chancery and the District Court for the District of Delaware with
exclusive forum and
that investors cannot waive compliance with the federal securities
laws and the rules and
regulations thereunder.
Unaudited Pro Forma Condensed Combined Financial Information, page 123
14. You disclose that the transaction is being accounted for as a business
combination using
the acquisition method with LSAC as the accounting acquirer in
accordance with ASC
805, Business Combinations. Please provide us with a more detailed
analysis of how you
determined that LSAC is the accounting acquirer. Describe in greater
detail how you
considered each of the factors in ASC 805-10-55-11 through 55-14.
Vincera's Business
Overview, page 132
15. Revise the graphics on pages 134, 136, 137, 141, 145 so all of the
fonts are large enough
to be legible.
16. Please revise the Business section to clarify what work Vincera and
its employees have
conducted to date. For instance, it should be clear whether clinical
and pre-clinical
work was performed by Vincera and its employees or whether that work
was performed
Andrew McDonald
FirstName LastNameAndrew McDonald
LifeSci Acquisition Corp.
Comapany 5,
November NameLifeSci
2020 Acquisition Corp.
November
Page 4 5, 2020 Page 4
FirstName LastName
by Bayer or another third-party.
Vincera's Business
Clinical Trials, page 138
17. Expand your disclosure of Study 18117 to indicate when the trial was
conducted. Also,
expand to discuss the duration of the trial, how the drug candidate
was administered, who
conducted and/or sponsored the trial, and any serious adverse events
that were
experienced, including the number of patients experiencing SAEs. State
the primary and
secondary endpoints related to safety, tolerability, pharmacokinetics
and dosage.
18. Revise your discussion concerning Study 17496 to address, if
applicable, the same items
referenced in the comment above concerning Study 18117. Also, disclose
the number of
patients in Study 17496 before the expansion, and explain whether any
of the reported
results to date are statistically significant. Revise the table at the
bottom of page 139 or the
surrounding text to explain evaluable patients and briefly
describe neutropenia. Revise
the disclosure on page 141 to disclose all serious adverse events,
rather than only adverse
events affecting more than 15% of the participants. In addition,
clarify who is presently
conducting and/or sponsoring Study 17496 and whether that changes once
the Bayer
license agreement becomes effective.
Intellectual Property, page 149
19. Please revise to disclose all jurisdictions, the type of patents and
term with respect to each
patent family.
Compensation of Directors and Executive Officers of LSAC, page 187
20. Revise to disclose the material terms of the executive employment
agreements, if
known, that will be effective upon the closing of the Business
Combination, as disclosed
on pages 188-89.
General
21. Please revise Annex A to include a list briefly identifying the
contents of all omitted
schedules to your merger agreement.
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.
Andrew McDonald
LifeSci Acquisition Corp.
November 5, 2020
Page 5
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 5, 2020 Page 5 Office of Life
Sciences
FirstName LastName