United States securities and exchange commission logo
June 15, 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
Registration Statement on Form S-1
Filed June 15, 2020
File No. 333-238822
Dear Mr. Segal:
We have reviewed your amended 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.
Amendment No. 1 to Form S-1 filed June 15, 2020
Exhibits
1. We note that your forum
selection provision in your by-law identifies the Province of
Qu bec and appellate
courts therefrom as the exclusive forum for certain litigation,
including any
"derivative action." Please revise your prospectus to clearly describe this
provision and to
describe any risks or other impacts on investors. Risks may include, but
are not limited to,
increased costs to bring a claim and that these provisions can
discourage claims or
limit investors' ability to bring a claim in a judicial forum that they
find favorable. Also
disclose whether this provision applies to actions arising under the
Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or
liability created by
the Exchange Act or the rules and regulations thereunder, and Section
Lloyd M. Segal
Repare Therapeutics Inc.
June 15, 2020
Page 2
22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all
suits brought to enforce any duty or liability created by the Securities
Act or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
your prospectus to state that there is uncertainty as to whether a court
would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder. If this provision does not apply to
actions arising
under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
provision in the governing document states this clearly, or tell us how
you will inform
investors in future filings that the provision does not apply to any
actions arising under the
Securities Act or Exchange Act.
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 Joseph McCann at (202) 551-6262
with any other
questions.
Sincerely,
FirstName LastNameLloyd M. Segal
Division of
Corporation Finance
Comapany NameRepare Therapeutics Inc.
Office of Life
Sciences
June 15, 2020 Page 2
cc: Divakar Gupta, Esq
FirstName LastName