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United States securities and exchange commission logo
September 22, 2020
Lawrence M. Blatt, Ph.D
Chief Executive Officer
Aligos Therapeutics, Inc.
One Corporate Drive, 2nd Floot
South San Francisco, CA 94080
Re: Aligos
Therapeutics, Inc.
Draft Registration
Statement on Form S-1
Submitted August
26, 2020
CIK No. 0001799448
Dear Dr. Blatt:
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
Prospectus Summary, page 1
1. Please revise the first
paragraph of the Overview to clarify that your Phase 1 proof of
concept trial for your
STOPS molecule is taking place in New Zealand.
2. Refer to the pipeline
table on pages 2, 109, and 117. Please add a column to reflect phase
3 pivotal trials to
more accurately reflect each candidate s stage of development. Also
revise the position of
the arrow for ALG-010133 or tell us why this placement is
appropriate given you
are still enrolling phase 1 study participants.
3. Please revise the first
full paragraph on page 5 to clarify that your third area of focus is in
a very early stage of
development.
Lawrence M. Blatt, Ph.D
Aligos Therapeutics, Inc.
September 22, 2020
Page 2
Implications of being an emerging growth company, page 7
4. Please provide us 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. Please contact Nolan McWilliams at the
number below to
discuss how to submit the materials, if any, for our review.
Use of proceeds, page 83
5. Refer to the first five bullet points. You state that you intend to
use net proceeds to
advance the respective candidate. To the extent known, please
provide greater
specificity how far in the development process you expect to advance
each candidate with
the proceeds of the offering.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical accounting policies and use of estimates
Stock-based compensation, page 104
6. Once you have an estimated offering price or range, please explain to
us how you
determined the fair value of the common stock underlying your equity
issuances and the
reasons for any differences between the recent valuations of your
common stock leading
up to the IPO and the estimated offering price. This information will
help facilitate our
review of your accounting for equity issuances including stock
compensation and
beneficial conversion features.
Business
Our approach to research and development, page 113
7. Refer to the last full paragraph on page 113. Please substantiate that
you will be able to
develop . . . candidates with potential potency and safety
advantages over other
development candidates.
Functional cure for CHB, page 117
8. You state that enrollment is ongoing for the phase 1 ALG-010133 trial.
Please disclose
the anticipated completion date for phase 1, or, if unknown, discuss
the extent of
uncertainty because enrollment is still ongoing. We note the last
paragraph of the
carryover risk factor on pages 27-28.
siRNA, page 125
FirstName LastNameLawrence M. Blatt, Ph.D
9. Refer to the last paragraph on page 126. Please briefly discuss the
basis for your belief
Comapany NameAligos
that your approachTherapeutics,
to developingInc.
siRNAs may have safety,
stability, and potency
advantages
September over
22, 2020 PageASOs
2 and other siRNAs.
FirstName LastName
Lawrence M. Blatt, Ph.D
FirstName LastNameLawrence M. Blatt, Ph.D
Aligos Therapeutics, Inc.
Comapany 22,
September NameAligos
2020 Therapeutics, Inc.
September
Page 3 22, 2020 Page 3
FirstName LastName
Principal stockholders, page 183
10. Beneficial ownership is not determined by reference to pecuniary
interest for the purposes
of Exchange Act Rule 13d-3. Please revise footnotes (2), (3), and (4)
accordingly.
Description of capital stock
Choice of forum, page 191
11. You state that the federal district courts will be the exclusive forum
for claims under the
Securities Act. Please state here and in the carryover risk factor on
pages 78-79 that
stockholders will not be deemed to have waived the company s
compliance with the
federal securities laws. Please also revise the description of the
provision here and in the
risk factor referenced above for consistency.
Exhibits
12. Please file the KU Leuven Agreement as an exhibit to the registration
statement.
General
13. Please provide mockups of any pages that include any additional
pictures or graphics to be
presented, including any accompanying captions. For guidance, refer to
Securities Act
Forms Compliance and Disclosure Interpretation 101.02.
You may contact Vanessa Robertson, Staff Accountant, at (202) 551-3649
or Lynn
Dicker, Staff Accountant, at (202) 551-3616 if you have questions regarding
comments on the
financial statements and related matters. Please contact J. Nolan McWilliams,
Attorney-
Advisor, at (202) 551-3217 or Justin Dobbie, Legal Branch Chief, at (202)
551-3469 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Mark V. Roeder, Esq.