140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
FIRM / AFFILIATE OFFICES
File No. 054260-0005
January 16, 2015
VIA EDGAR AND HAND DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
|Attention:||Jeffrey Riedler, Assistant Director|
|Re:||Ascendis Pharma A/S|
|Registration Statement on Form F-1|
|Filed on December 18, 2014|
|Registration No. 333-201050|
Ladies and Gentleman:
On behalf of Ascendis Pharma A/S (the Company), we are hereby filing Amendment No. 1 (Amendment No. 1) to the Companys Registration Statement on Form F-1 (the Registration Statement). The Company previously filed the above referenced Registration Statement with the Securities and Exchange Commission (the Commission) on December 18, 2014. Amendment No. 1 has been revised to reflect the Companys responses to the comment letter to the Registration Statement received on January 6, 2015 from the staff of the Commission (the Staff). For your convenience, we are providing by overnight delivery a courtesy package that includes ten copies of Amendment No. 1, five of which have been marked to show changes from the Registration Statement, as well as a copy of this letter.
For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Companys responses thereto.
Summary Consolidated Financial Data, page 9
|1.||With regard to prior comment 3, please remove pro forma per share information for 2012 and the corresponding prior interim period as pro forma information is only allowed for the latest year and interim period.|
Response: The Company respectfully acknowledges the Staffs comment and has revised page 9 of Amendment No. 1 to remove pro forma per share information for 2012 and the corresponding prior interim period.
January 16, 2015
Description of Share Capital
Our Warrants, page 159
|2.||Please explain to us why the exercise price of the 141,626 warrants issued on November 24, 2014 of 25.9100 is significantly less than the price per share of the preference D shares issued in November 2014 of 31.3645 since you disclose on page F-8 that the exercise price is fixed at the market price at the time of grant. Please tell us the fair value of the warrants granted in November 2014.|
Response: As described in the section of the Registration Statement entitled Managements Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies and EstimatesShare-Based Payment, historically, the price at which the Companys warrants could be exercised into ordinary shares was set on each grant date at the price per preference share for the most recent round of equity financing. As further described in our letter to the Staff on behalf of the Company dated January 9, 2015 (the Share-Compensation Letter), setting the exercise price at the applicable preference share issue price was done for business reasons and not to establish the fair value of the Companys ordinary shares. For the Companys most recent warrant issuance in November 2014, the Company granted warrants with an exercise price equal to the estimated fair value per ordinary share determined by the Companys board of directors and with a contemporaneous valuation from an independent third-party valuation firm rather than at the preference share issue price for the most recent round of equity financing. Given the superior rights, preferences and privileges of the preference D shares, including with respect to liquidation seniority and voting rights, as compared to the Companys ordinary shares, the Company does not believe that the value of its ordinary shares was equivalent to the issue price of the preference D shares.
As described in greater detail in the Share-Compensation Letter, the Companys board of directors determined that the estimated value per share of the Companys ordinary shares as of the grant date of the warrants granted in November 2014 was 25.91. As the Company has not yet finalized its financial statements for the fourth quarter of the fiscal year ended December 31, 2014, the Company has not finally determined the fair value of the warrants granted in November 2014; however, the Company expects the fair value of such warrants to be approximately 14.05 per warrant (before giving effect to the Companys three-for-one bonus share issuance completed on January 13, 2015), or an aggregate of 2.0 million for the total grant of 141,626 warrants (before giving effect to the Companys three-for-one bonus share issuance completed on January 13, 2015).
* * *
January 16, 2015
We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-3014 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence.
|Very truly yours,|
|/s/ Brian J. Cuneo|
Brian J. Cuneo
of LATHAM & WATKINS LLP
|cc:||Jan Møller Mikkelsen, Ascendis Pharma A/S|
Thomas P. Soloway, Ascendis Pharma A/S
Michael Wolff Jensen, Ascendis Pharma A/S
Alan C. Mendelson, Latham & Watkins LLP
Mark V. Roeder, Latham & Watkins LLP
Divakar Gupta, Cooley LLP