United States securities and exchange commission logo
May 18, 2020
Lloyd M. Segal
Chief Executive Officer
Repare Therapeutics Inc.
7210 Frederick-Banting, Suite 100
St-Laurent, Qu bec, Canada H4S 2A1
Re: Repare Therapeutics
Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 12,
2020
CIK No. 0001808158
Dear Mr. Segal:
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 on Form S-1
Intellectual Property, page 127
1. We note your response
to prior comment 11. As indicated in your response, please revise
your disclosure to
clarify that the SL pairs that you may identify would not be patent-
eligible.
Principal Shareholders, page 172
2. We note your disclosure
in footnote 2 that Todd Foley may, collectively with the other
members of such
entities, be deemed to share voting and investment power with respect to
the shares held by each
of the MPM Entities. Please ensure that you have identified all
natural persons who
have or share beneficial ownership of the securities held by each of
Lloyd M. Segal
Repare Therapeutics Inc.
May 18, 2020
Page 2
the MPM Entities. Please also expand your disclosure in footnotes 4 and 5
to provide the
disclosure requested by prior comment 15.
You may contact Tracey McKoy at (202) 551-3772 or Kate Tillan at (202)
551-3604 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tim Buchmiller at (202) 551-3635 or Celeste Murphy at (202) 551-3257
with any other
questions.
Sincerely,
FirstName LastNameLloyd M. Segal
Division of
Corporation Finance
Comapany NameRepare Therapeutics Inc.
Office of Life
Sciences
May 18, 2020 Page 2
cc: Divakar Gupta, Esq
FirstName LastName