United States securities and exchange commission logo
May 10, 2021
Marshall Fordyce, M.D.
Chief Executive Officer and President
Vera Therapeutics, Inc.
170 Harbor Way, 3rd Floor
South San Francisco, California 94080
Re: Vera Therapeutics,
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed May 10, 2021
File No. 333-255492
Dear Dr. Fordyce:
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 May 10, 2021
Risk Factors
Our amended and restated certificate of incorporation..., page 69
1. Please revise this risk
factor to be consistent with your Fifth Amended and Restated
Certificate of
Incorporation and your disclosure on page 172.
Dilution, page 80
2. Your disclosure states
that historical net tangible book value excludes convertible
preferred stock
classified outside of equity. Therefore, it appears that the historical net
tangible book value
should be a deficit rather than $50.2 million. Please revise the
calculation or advise
as to the appropriateness of your calculation.
Marshall Fordyce, M.D.
Vera Therapeutics, Inc.
May 10, 2021
Page 2
3. It appears that the pro forma net tangible shares of common stock
outstanding should be
16,129,310 rather than 20,479,310. Please revise or advise as to the
appropriateness of
your disclosure.
You may contact Christie Wong at 202-551-3684 or Vanessa Robertson at
202-551-3649
if you have questions regarding comments on the financial statements and
related
matters. Please contact Dillon Hagius at 202-551-7967 or Irene Paik at
202-551-6553 with any
other questions.
Sincerely,
FirstName LastNameMarshall Fordyce, M.D.
Division of
Corporation Finance
Comapany NameVera Therapeutics, Inc.
Office of Life
Sciences
May 10, 2021 Page 2
cc: Jodie Bourdet
FirstName LastName