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United States securities and exchange commission logo
May 9, 2021
Paul Badawi
President and Chief Executive Officer
Sight Sciences, Inc.
4040 Campbell Ave, Suite 100
Menlo Park CA 94025
Re: Sight Sciences,
Inc.
Draft Registration
Statement on Form S-1
Submitted April 12,
2021
CIK No. 0001531177
Dear Mr. Badawi:
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
Overview, page 2
1. We note your disclosure
on page 2 that the TearCare clinical trial program is designed to
demonstrate the safety
and effectiveness of TearCare treatments. Please revise to clarify
that you will have to
demonstrate safety and efficacy to the FDA s satisfaction.
TearCare System, page 7
2. We note your disclosure
on page 19 that TearCare is currently marketed as a 510(k)-
exempt device, and did
not undergo premarket clearance prior to marketing and that you
are developing
TearCare for use in, and seeking FDA clearance for, the application of
Paul Badawi
FirstName LastNamePaul Badawi
Sight Sciences, Inc.
Comapany
May 9, 2021NameSight Sciences, Inc.
May 9,
Page 2 2021 Page 2
FirstName LastName
localized heat therapy in adult patients with evaporative DED due to
MGD, when used in
conjunction with pressure to the eyelids to express the meibomian
glands. Please revise
your prospectus summary to include this disclosure or otherwise make
clear the current
regulatory status of your TearCare product and what clearance you are
currently
pursuing.
3. Please revise your disclosure to explain what you mean by
clinically significant
improvements in all of the signs and symptoms of DED assessed within
two weeks of
treatment in subjects with MGD." We note similar disclosures on pages
118, 134, and
149.
Risk Factors
Our restated certificate of incorporation will designate specific courts as the
exclusive forum for
certain litigation. . . . , page 82
4. Please revise this risk factor to disclose that there is also a risk
that your exclusive
forum provision may result in increased costs for investors to bring a
claim.
Critical Accounting Policies and Estimates
Inventory, page 110
5. Please disclose the shelf life of your inventory.
Business
Favorable Safety and Effectiveness Data, page 134
6. Please revise your disclosure on this page that TearCare has
"favorable safety and
effectiveness data" as safety and efficacy determinations are the
exclusive purview of the
FDA or other regulators.
Figures 12-19, page 145
7. Please enlarge these figures as they are too small to be legible.
Competition, page 157
8. Please revise to clarify whether, to your knowledge, any of your
competitors are testing
their therapies on glaucoma and/or DED or already have such products
approved.
Manufacturing, page 157
9. You disclose that you are still governed by the Second Source Supplier
Agreement dated
April 5, 2018. While you note on page 25 that you intend to fully
transition production
to Peter s Supply Agreement by the end of the third quarter of 2021,
Item 601(b)(10) of
Regulation S-K requires filing of agreements that are to be performed
in whole or in part
at or after the filing of the registration statement. Accordingly,
please file the Second
Source Supplier Agreement as a an exhibit or provide analysis as to
why you do not
Paul Badawi
Sight Sciences, Inc.
May 9, 2021
Page 3
believe filing is required.
Trade Secrets, page 159
10. You note that as of December 31, 2020, you owned 25 issued U.S.
patents, 29 issued
patents outside the U.S., 17 pending U.S. patent applications, and 13
pending foreign
patent applications. For the issued patents, please amend this
disclosure to include the
type of patent protection granted (i.e., composition of matter, use,
or process). For the
pending patent applications, amend this disclosure to include the date
that these patent
applications were submitted and their expected expiration date. Please
also revise to
disclose the material foreign jurisdictions where you own patents or
have pending patent applications and when those expire.
Certain Relationships and Related Party Transactions
Employment Agreements, page 192
11. Please file your employment agreements with your named executive
officers pursuant to
Item 601(b)(10) of Regulation S-K or tell us why you do not believe
you are required to
file them.
Principal Stockholders , page 194
12. The footnotes for the beneficial owners listed on this page do not
appear to have been
included in this submission. Please include this information in a
future amendment and
ensure that these disclosures identify the natural person or persons
who have voting and/or
investment control of the shares held by the entities named in the
table.
Notes to Consolidated Financial Statements
Note 12. Income Taxes
Deferred Tax Assets and Liabilities, page F-32
13. It appears that the summation of your total gross deferred tax assets
for the year ended
December 31, 2020 in the table presented is incorrect. Please revise
accordingly.
General
14. Please supplementally provide us with copies of all written
communications, as defined in
FirstName LastNamePaul Badawi
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
Comapany NameSight
present Sciences,
to potential Inc.in reliance on Section 5(d) of the
Securities Act, whether or
investors
May 9,not they
2021 retain
Page 3 copies of the communications.
FirstName LastName
Paul Badawi
FirstName LastNamePaul Badawi
Sight Sciences, Inc.
Comapany
May 9, 2021NameSight Sciences, Inc.
May 9,
Page 4 2021 Page 4
FirstName LastName
You may contact Sasha Parikh at 202-551-3627 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
Division of Corporation
Finance
Office of Life Sciences
cc: Peter N. Handrinos, Esq.