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United States securities and exchange commission logo
June 7, 2021
Markus Warmuth
President and Chief Executive Officer
Monte Rosa Therapeutics, Inc.
645 Summer Street, Suite 102
Boston, MA 02210
Re: Monte Rosa
Therapeutics, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted May 21,
2021
CIK No. 0001826457
Dear Dr. Warmuth:
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. 2 to Draft Registration Statement on Form S-1 submitted on
May 21, 2021
Prospectus Summary
Overview, page 1
1. We note your revisions
in response to comment 2. Please further revise your disclosure to
remove your references
to "highly validated" proteins and similar statements throughout
your registration
statement that could imply that your product candidates are more likely
to receive FDA approval
than others.
2. We note your revisions
in response to comment 3. You continue to describe your product
candidates as "potent"
throughout your registration statement and state that they have
demonstrated the
potential for "potent antitumor activity" on page 105. Please revise
Markus Warmuth
Monte Rosa Therapeutics, Inc.
June 7, 2021
Page 2
these and similar statements in your registration statement, as they
continue to
inappropriately indicate your conclusions regarding the efficacy of your
product
candidates.
Our Pipeline, page 3
3. Refer to comment 5. Please include separate columns for Phase 1 and
Phase 2 trials or tell
us the basis for your belief that you will be able to conduct Phase 1/2
trials for all your
product candidates.
Capitalization , page 82
4. Please reconcile the 7,699,359 shares outstanding as of March 31, 2021
disclosed in your
capitalization table to the 6,079,905 outstanding shares disclosed on
pages F-30 and F-32
as of March 31, 2021. Please note this comment also applies to your
outstanding shares
utilized in your calculations for your net tangible and pro forma net
tangible book value
(deficit) per share as of March 31, 2021 located on page 84.
Business
Collaboration and option agreement, page 136
5. We note your revised disclosure in response to comment 13. Please
further revise to
disclose a dollar amount of aggregate future potential milestone
payments to be paid under
the agreement.
You may contact Tara Harkins at 202-551-3639 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kasey Robinson at 202-551-5880 or Jeffrey Gabor at 202-551-2544 with
any other
questions.
Sincerely,
FirstName LastNameMarkus Warmuth
Division of
Corporation Finance
Comapany NameMonte Rosa Therapeutics, Inc.
Office of Life
Sciences
June 7, 2021 Page 2
cc: Robert E. Puopolo, Esq.
FirstName LastName