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United States securities and exchange commission logo
May 27, 2022
Raymond Stevens
Chief Executive Officer
ShouTi Inc.
611 Gateway Blvd., Suite 223
South San Francisco, CA 94080
Re: ShouTi Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 13,
2022
CIK No. 0001888886
Dear Dr. Stevens:
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. 1 to Draft Registration Statement filed May 13, 2022
Our Pipeline and Programs, page 4
1. We note the revisions
to the pipeline table in response to prior comment 10. Please revise
the table to reduce the
width of the structure-based drug discovery column so it is no
larger than the columns
for Phases 1-3. Also, please remove the unidentified second and
third generation GLP-1R
programs from your pipeline table. In this regard, we note that
you include limited
discussion of these programs in your Business section and you do not
appear to specifically
allocate any proceeds from this offering to their development.
Raymond Stevens
FirstName
ShouTi Inc.LastNameRaymond Stevens
Comapany
May NameShouTi Inc.
27, 2022
May 27,
Page 2 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Significant Judgments and Estimated
Ordinary Shares Valuation, page 115
2. 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 initial public offering 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. Please discuss with the staff how
to submit your
response.
Initial Public Offering Participation Rights, page 192
3. We note your revisions in response to prior comment 22. Once the size
of the offering is
determined, please quantify the number of ADSs that BVF will have the
right to purchase.
16. Subsequent Events, page F-31
4. Please quantify the amount of stock compensation expense you expect to
recognize for the
options granted during 2022.
You may contact Vanessa Robertson at (202) 551-3649 or Terence O'Brien
at (202) 551-
3355 if you have questions regarding comments on the financial statements and
related
matters. Please contact Gary Guttenberg at (202) 551-6477 or Christopher
Edwards at (202)
551-6761 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: James Lu