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United States securities and exchange commission logo
October 20, 2020
Omid Farokhzad, M.D.
Chief Executive Officer
Seer, Inc.
3800 Bridge Parkway, Suite 102
Redwood City, California 94065
Re: Seer, Inc.
Draft Registration
Statement on Form S-1
Filed September 25,
2020
CIK No. 0001726445
Dear Dr. Farokhzad:
We have reviewed your 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.
Draft Registration Statement Submitted September 25, 2020
Cover Page
1. We note that each share
of Class B common stock is entitled to ten votes per share. Please
tell us whether you
will be considered a controlled company and if so, please include
disclosure of your
controlled company status on the prospectus cover page and, if true,
that you do not intend
to comply with certain corporate governance requirements.
Overview, page 1
2. We note the comparison
of your Proteograph product to the success of next generation
sequencing technologies
in the field of genomics. Please revise to balance the disclosure
to indicate that there
can be no guarantee that your products will achieve similar results.
Omid Farokhzad, M.D.
FirstName
Seer, Inc. LastNameOmid Farokhzad, M.D.
Comapany
October 20,NameSeer,
2020 Inc.
October
Page 2 20, 2020 Page 2
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3. We note you have a three phase plan to commercialize your product.
Please tell us
whether you plan to charge customers for your products with whom you
collaborate in the
first phase of commercialization and whether you anticipate any sales
discounts or other
promotions in connection with the second or third phases of your
commercialization
plans. Please also quantify the size of your installed base.
4. Please revise to disclose clearly and prominently that your products
are currently labeled
for research use only. Also revise to disclose how this designation
impacts your
addressable market.
Markets, page 6
5. We note that you provide the overall market size for the proteomics
and genomics
markets. Please disclose the portion of these markets that are
addressable by the potential
applications of your Proteograph product. Please also clarify whether
you will need FDA
approval for any other these potential applications, such as
diagnostics.
Material Weakness, page 32
6. Please disclose the details surrounding your conclusion that you lack
the necessary
number of accounting personnel to remedy your internal control
weaknesses. Specifically,
please disclose how many accounting personnel you hired in 2020 and
how many
additional accounting personnel you believe are needed to remedy the
weaknesses -- and
when you anticipate these additional personnel to be hired.
Use of Proceeds, page 62
7. We note you intend to use the net proceeds from this offering to
support research and
development, to commercialize your Proteograph Product Suite and for
general corporate
purposes. Please disclose the approximate amount intended to be used
for each such
purpose as required by Item 504 of Regulation S-K. Please also specify
how far in the
commercialization process of the Proteograph product you expect to
reach with the
proceeds of the offering. If any additional funds will be needed to
accomplish the goals
listed, please discuss the sources and amounts of those additional
proceeds.
PrognomIQ, page 74
8. Please expand your description of the transaction rationale to
specifically explain how the
new application growth ecosystems are significantly greater at the
affiliated entity as
opposed to having the development activities performed directly by the
Registrant. Given
that the Registrant holds a significant equity interest in the
affiliated entity, please disclose
the affiliate's planned business activities. For example, it is not
clear whether the affiliate
has the facilities and personnel needed to perform substantive
research and development
activities. Further, it is not clear whether the Registrant will be
providing facility space,
personnel, and specific services on behalf of the affiliate.Disclose
also whether the
Registrant has a contractual right to any fees or royalties related to
the PrognomIQ
Omid Farokhzad, M.D.
Seer, Inc.
October 20, 2020
Page 3
intellectual property transfers, licenses and assignments referenced
on page 118.
Stock-Based Compensation, page 79
9. Please expand this disclosure to quantify the amount of compensation
expense that will be
generated by the 2020 equity issuances referenced in Item 15. Disclose
also in MD&A the
amount of stock compensation expense that you expect to recognize in
fiscal 2021 from
all existing compensatory equity issuances.
Collaboration and License Agreements, page 117
10. Please expand your discussion of the intellectual property transfer
and license agreement
with PrognomIQ to include the material financial terms including
milestone payments and
royalty terms. Please also file the agreement as an exhibit or tell us
why you are not
required to do so. See Item 601(b)(10) of Regulation S-K.
Description of Capital Stock
Exclusive Forum, page 151
11. Please revise this section so that it is consistent with the risk
factor disclosure on page 54
where you state that that the federal district courts will be the
exclusive forum for
resolving any complaint asserting a cause of action arising under the
Securities Act.
Financial Statements, page F-1
12. Please revise your filing to include interim financial information
according to the
guidance in Rule 3-12 of Regulation S-X.
Exhibits
13. Please revise the Exhibit Index to clarify your basis for redacting
certain information
contained in Exhibit 10.6. In this regard, we note that the notation
below your Exhibit
Index indicates that you are requesting confidential treatment for
information contained in
the exhibits. Please revise the Exhibit Index accordingly or advise.
General
14. Please supplementally provide us with copies of all written
communications, as defined in
FirstName LastNameOmid Farokhzad, M.D.
Rule 405 under the Securities Act, that you or anyone authorized to do
so on your behalf,
Comapany NameSeer,
present Inc.investors in reliance on Section 5(d) of the
Securities Act, whether or
to potential
Octobernot
20,they retain
2020 Pagecopies
3 of the communications.
FirstName LastName
Omid Farokhzad, M.D.
FirstName
Seer, Inc. LastNameOmid Farokhzad, M.D.
Comapany
October 20,NameSeer,
2020 Inc.
October
Page 4 20, 2020 Page 4
FirstName LastName
You may contact Tracie Mariner at 202-551-3744 or Al Pavot at
202-551-3738 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at 202-551-6761 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Christina L. Poulsen