View:
United States securities and exchange commission logo
November 4, 2021
Ivana Magovevi-Liebisch, PhD, JD
Chief Executive Officer
Vigil Neuroscience, Inc.
300 Technology Square, 8th Floor
Cambridge, MA 02139
Re: Vigil Neuroscience,
Inc.
Draft Registration
Statement on Form S-1
Submitted October
8, 2021
CIK No. 0001827087
Dear Dr. Magovevi-Liebisch:
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 on Form S-1 Filed October 8, 2021
Prospectus Summary, page 3
1. We note from your
disclosure on page 118 that the safety profile of VGL101 is currently
being assessed in a
six-month repeat-dose toxicology study in non-human primates, and
from your disclosure on
page 19 that you have not yet submitted an IND for VGL101. In
addition, it is unclear
from your current disclosure when you anticipate submitting an IND
application. As such,
it appears that VGL101 is still in pre-clinical development.
However, the arrow in
your pipeline table could suggest that you have completed pre-
IND related activities
for VGL101 for ALSP. Please shorten the arrow for VGL101 for
ALSP to illustrate how
far along you are in the Pre-IND process, as appropriate. Please
also clarify in your
disclosure when you anticipate submitting an IND for each indication
Ivana Magovevi-Liebisch, PhD, JD
Vigil Neuroscience, Inc.
November 4, 2021
Page 2
shown in the pipeline table.
2. We note the inclusion of therapeutics targeted at Alzheimer's Disease
under the
VGL101 heading in your pipeline table. Given the limited disclosure
related to
this program, please explain why it is sufficiently material to your
business to warrant
inclusion in your pipeline table. If it is material, please expand
your disclosure in
the Business section to provide a more fulsome discussion of this
program, including a
description of preclinical studies or development activities
conducted. Alternatively,
remove any programs that are not currently material from your pipeline
table on pages
3 and 105.
3. We note your disclosure that pending safety results of the Phase 1
trial and discussions
with the FDA, you plan to conduct a potentially registrational Phase
2/3 trial in ALSP
patients. Given that you are in pre-clinical development, please
revise your disclosure in
an appropriate location to indicate the basis for your belief, at this
time, that you may be
eligible to conduct a combined Phase 2/3 registrational trial or
revise your disclosure as
appropriate.
Our Corporate History and Team, page 4
4. We note that you identify a "leading syndicate of investors" in your
company in this
section, however, some of these investors do not appear to be among the
principal
stockholders that are identified on page 187. Please relocate this
disclosure from your
prospectus summary to your "Principal Stockholder" section. We note in
this regard that
the identification of the pre-IPO investors in your prospectus summary
may appear to
suggest that potential investors in your public offering consider
investments made by the
pre-IPO investors as a factor in making an investment decision without
knowing, among
other things, the amount of each pre-IPO investor s investment in
total or on a per share
basis, their investment strategies or whether those investors will
continue to hold their
shares in the future, as some of the pre-IPO investors may not be
subject to the reporting
requirements of Section 16 of the Exchange Act, and investors in your
public offering will
not necessarily know when some of the pre-IPO investors decide to sell
any of their
FirstName LastNameIvana Magovevi-Liebisch, PhD, JD
shares. In addition to relocating this disclosure, please limit any
textual description of
Comapany
yourNameVigil Neuroscience,
pre-IPO investors in your Inc.
"Principal Stockholders" section to
the investors identified
in that
November table.Page 2
4, 2021
FirstName LastName
Ivana Magovevi-Liebisch, PhD, JD
FirstName LastNameIvana Magovevi-Liebisch, PhD, JD
Vigil Neuroscience, Inc.
Comapany 4,
November NameVigil
2021 Neuroscience, Inc.
November
Page 3 4, 2021 Page 3
FirstName LastName
Risk Factors, page 12
5. We note your disclosure on page 178 that the administrator of the 2021
Plan is specifically
authorized to exercise its discretion to reduce the exercise price of
outstanding stock
options and stock appreciation rights or effect the repricing of such
awards through
cancellation and re-grants without stockholder consent. Please include
appropriate risk
factor disclosure, including whether proxy advisory firms could find
such repricing
without stockholder approval contrary to a performance-based pay
philosophy.
Managment's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Significant Judgements and Estimates
Options Grants, page 100
6. Please disclose the additional stock compensation expense you recorded
in June and
September as a result of your reassessment of the fair value of your
option grants.
Executive Officers and Directors, page 160
7. For the background disclosure of Dr. Magovcevic-Liebisch, please
indicate the principal
business of Ipsen. Refer to Regulation S-K Item 401(e)(1).
Role of the Board in Risk Oversight, page 165
8. Please clarify what risks you are referring to where you indicate the
"four risks more fully
discussed in the section entitled 'Business.'"
Principal Stockholders, page 187
9. Please revise footnote 5 to your table to identify the natural persons
who are the beneficial
owners of the shares held by Hatteras Venture Partners VI, LP.
General
10. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Ivana Magovevi-Liebisch, PhD, JD
FirstName LastNameIvana Magovevi-Liebisch, PhD, JD
Vigil Neuroscience, Inc.
Comapany 4,
November NameVigil
2021 Neuroscience, Inc.
November
Page 4 4, 2021 Page 4
FirstName LastName
You may contact Al Pavot at 202-551-3738 or Sasha Parikh at 202-551-3627
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Tyler Howes at 202-551-3370 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Kingsley L. Taft, Esq.