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April 4, 2019
Athena Countouriotis
Chief Executive Officer
Turning Point Therapeutics, Inc.
10628 Science Center Drive, Ste. 225
San Diego, CA 92121
Re: Turning Point Therapeutics, Inc.
Registration Statement on Form S-1
Filed March 21, 2019
File No. 333-230428
Dear Ms. Countouriotis:
We have reviewed your 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 amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed March 21, 2019
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Significant Judgments and Estimates
Determination of the Fair Value of Common Stock, page 87
1. Please address the following regarding your June 2018 valuation and
November 2018
stock option grants on page 6 of your March 26, 2019 response letter to
our March 13,
2019 comment letter:
Tell us the date your valuation as of November 30, 2018 was prepared
and received by
the Company.
Tell us how the Company considered this November 2018 valuation in
valuing its
November option grants for purposes of preparing their 2018
financial statements. If
not, tell us why not.
Athena Countouriotis
FirstName LastNameAthenaInc.
Turning Point Therapeutics, Countouriotis
Comapany NameTurning Point Therapeutics, Inc.
April 4, 2019
April 2 2019 Page 2
Page 4,
FirstName LastName
Tell us whether there were any internal or external developments
between November
6, 2018 and November 30, 2018 that warranted a change in fair
value of your common
stock.
Please more clearly reconcile for us the difference between your
estimated grant date
fair value for your November 6th to November 27th, 2018 option
grants on page 5 of
your letter compared to the $3.0432 purchase price for the Series
D convertible
preferred shares issued in October 2018. Clearly identify the
various rights and
preferences considered and the relative discounts applied for each
to reach the values
assigned to the November option grants.
Please tell us the extent to which any of the Series D preferred
shares were issued to
unrelated third parties at arm's-length, at what price per share
those shares were
issued, and the reason for any difference in price between the
Series D sold to related
parties.
Please quantify the results of each your OPM and PWERM
methodologies in your
November 2018 valuation.
Clearly explain how your OPM and PWERM methodologies considered
and
reconciled to the $3.0432 price received for your Series D
preferred stock.
You disclose at the top of page F-19 that "The aggregate intrinsic
values of options
outstanding, vested and exercisable were calculated as the
difference between the
exercise price of the options and the estimated fair value of the
Company's common
stock of $1.93 per share as of December 31, 2018." However,
according to your
response, this price was not used to value any of the option
grants during 2018. Please
reconcile this apparent inconsistency.
Tell us how you computed the weighted-average grant-date fair
value of options
granted to employees during the year ended December 31, 2018 of
$0.94 you disclose
in the second paragraph on page F-19 and the $1.25 in the table on
page F-18.
2. Please address the following regarding your November 2018 valuation
and
February 2019 stock option grants on page 6 of your your March 26,
2019 response letter
to our March 13, 2019 comment letter:
Please tell us the quantitative and any qualitative reasons your
estimated grant date fair
value for your February 2019 option grants on page 5 of your
letter is so significantly
different from the $3.0432 purchase price for the Series D
convertible preferred
shares.
Please clearly reconcile for us the difference between your
estimated grant date fair
value for your February 2019 option grants on page 5 of your
letter compared to the
$3.0432 purchase price for the Series D convertible preferred
shares issued in October
2018.
Clearly identify the various rights and preferences considered and
the relative
discounts applied for each to reach the values assigned to the
November option grants.
Please provide us with a clear explanation that bridges the gap
between the values you
assigned to each your November and February option grants compared
to your
Athena Countouriotis
Turning Point Therapeutics, Inc.
April 4, 2019
Page 3
Preliminary Price Range. Tell us why you believe the inherent
discount reflected in
that comparison is appropriate.
You indicate that you made additional progress in, and received
favorable additional
clinical data from, your ongoing Phase 1/2 clinical trial for your
lead drug candidate,
repotrectinib, on page 7 of your letter. Please provide the
following:
o Tell us the date this additional favorable data was received.
o Identify any other specific significant event(s) in your history
that you believe are a
factor in the significant increase between your November 2018
valuation and your
Preliminary Price Range. Cross reference your response with
related disclosure of
these events in your filing.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Bonnie Baynes at (202) 551-4924 or Kevin Vaughn at
(202) 551-
3494 if you have questions regarding comments on the financial statements and
related
matters. Please contact Tonya K. Aldave at (202) 551-3601 or Dieter King at
(202) 551-8071
with any other questions.
Sincerely,
FirstName LastNameAthena Countouriotis
Division of
Corporation Finance
Comapany NameTurning Point Therapeutics, Inc.
Office of
Healthcare & Insurance
April 4, 2019 Page 3
cc: Charles J. Bair, Esq.
FirstName LastName