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United States securities and exchange commission logo
June 10, 2020
Eric Ostertag, M.D., Ph.D.
Chief Executive Officer
Poseida Therapeutics, Inc.
9390 Towne Centre Drive, Suite 200
San Diego, CA 92121
Re: Poseida
Therapeutics, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 27,
2020
CIK No. 0001661460
Dear Dr. Ostertag:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Use of Proceeds, page 81
1. We note your response
to the first sentence of prior comment 5 and will review your
revised disclosure when
provided in a future amendment. With respect to the second
sentence of that
comment, please briefly disclose the reasons, as indicated in your
response, as to why you
cannot disclose at this time an estimate of the amount and sources
of other funds
necessary for the development of your product candidates since it does not
appear that the
proceeds from this offering will be sufficient to fund any of your product
candidates through
regulatory approval.
Eric Ostertag, M.D., Ph.D.
FirstName LastNameEric Ostertag, M.D., Ph.D.
Poseida Therapeutics, Inc.
Comapany NamePoseida Therapeutics, Inc.
June 10, 2020
Page 2
June 10, 2020 Page 2
FirstName LastName
P-BCMA-ALLO1: Allogeneic CAR-T in Multiple Myeloma, page 144
2. Although we note your response to prior comment 11, we continue to see
that you
disclose in this section that your proprietary Cas-CLOVER gene editing
tool is designed
to ensure patient safety. As requested by our prior comment, please
remove any
disclosure that your products are safe as those determinations are
within the authority of
the FDA and comparable regulatory bodies.
Company-Owned Intellectual Property, page 167
3. We note your revised disclosure in response to prior comment 12.
Please also disclose the
expected duration of the U.S. patents covering the manufacturing
methods and cell culture
media used to produce genetically modified TSCM cells referred to in
the second to last
sentence of the last paragraph of this section and the "ex-U.S."
jurisdictions of the patents
described in the last sentence of the last paragraph of this section.
License Agreement with Genus Oncology, page 170
4. Please revise your disclosure to include the substantive portions of
your response to prior
comment 13 so that investors will be able to understand the
materiality of the provisions
as described in your response.
You may contact Jenn Do at 202-551-3743 or Kevin Kuhar at 202-551-3662
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Tim Buchmiller at 202-551-3635 or Mary Beth Breslin at 202-551-3625 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Sean M. Clayton, Esq.