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United States securities and exchange commission logo
November 26, 2020
Laura Shawver
Chief Executive Officer
Silverback Therapeutics, Inc.
500 Fairview Ave N, Suite 600
Seattle, WA 98109
Re: Silverback
Therapeutics, Inc.
Registration
Statement on Form S-1
Filed November 10,
2020
File No. 333-250009
Dear Dr. Shawver:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
October 28, 2020 letter.
Registration Statement on Form S-1, Filed November 10, 2020
Prospectus Summary, page 1
1. We note your response
to our prior comment number 2. Please revise your pipeline table
to clearly indicate
that you only have one Phase 1 trial with respect to SBT6050. The table
should reflect one
arrow for the SBT6050 trial but could include footnote or other
disclosure in the table
to indicate that there is a component of the trial combining with
pembrolizumab. We note
that your Business section disclosure regarding the trial on page
129 describes the trial
as one trial, though consisting of four parts, two of which relate to
the pembrolizumab
combination. Please also briefly describe the two parts of the trial in
the surrounding text.
With respect to your ASGR1-TGF agonist and TLR8 agonist
programs, please remove
your Other Programs table from the Summary as these programs
Laura Shawver
Silverback Therapeutics, Inc.
November 26, 2020
Page 2
continue to not appear sufficiently material.
Business
Lead Product Candidate SBT6050: TLR8 Agonist Conjugated to a HER2 Antibody,
page 115
2. We acknowledge your response to our prior comment number 20 and note
that you are
continuing to refer to undisclosed product candidates. Please remove the
pie chart or
provide more information about the undisclosed candidates, including
more detail
concerning the exploratory NHP toxicity study mentioned on page 141.
Intellectual Property, page 146
3. We note your response to our prior comment number 24. Please revise to
provide the
foreign jurisdictions applicable to the 36 owned foreign patent
applications listed on page
146.
Executive and Director Compensation, page 178
4. We note your statements about Mr. Piazza's compensation on page 181
regarding the
potential new option grant dependent on the execution of the
underwriting agreement for
this offering. Please add disclosure as appropriate in the summary or in
your risk factors
discussing that Mr. Piazza may have interests that conflict with those
of other
shareholders.
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 Lisa Vanjoske at 202-551-3614 or Tracey McKoy at
202-551-3772
if you have questions regarding comments on the financial statements and
related matters.
Please contact Margaret Schwartz at 202-551-7153 or Dorrie Yale at 202-551-8776
with any
other questions.
Sincerely,
FirstName LastNameLaura Shawver
Division of
Corporation Finance
Comapany NameSilverback Therapeutics, Inc.
Office of Life
Sciences
November 26, 2020 Page 2
cc: Charles Kim, Esq.
FirstName LastName