View:
United States securities and exchange commission logo
December 9, 2021
Joseph Hernandez
Chief Executive Officer
Blue Water Vaccines Inc.
201 E. Fifth Street, Suite 1900
Cincinnati, OH 45202
Re: Blue Water Vaccines
Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed November 29,
2021
File No. 333-260137
Dear Mr. Hernandez:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
November 18, 2021 letter.
Amendment No. 2 to Form S-1
Our Vaccine Program, page 82
1. We note your responses
to both prior comment 3 and to the first bullet in comment 6
issued in the staff's
letter dated November 4, 2021. We reissue such comments
and reiterate that
there are still numerous instances throughout the prospectus, specifically
from pages 86-101,
where information presented in your tables and figures appears to
be printed in much
smaller type than the surrounding text. Even with enhanced
pixilation, such text
is not easily legible. Revise the formatting in your graphics to use a
font size that is
clearly readable without the need for magnification.
Participation in this Offering, page 146
Joseph Hernandez
Blue Water Vaccines Inc.
December 9, 2021
Page 2
2. We note your disclosure on the cover page and here that certain
existing stockholders and
their affiliates have indicated an interest to purchase up to a
specific amount of common
stock in the offering at the initial public offering price. We also
note your disclosure that
such stockholders may decide to purchase more than the amount for
which they indicated an interest in buying. We have the following
comments:
With reference to Item 501 of Regulation S-K, please tell us how
you determined that
such potential purchase information is so significant to an
investment decision that it
should be referenced on the prospectus cover page.
In the new section on page 146, please identify the existing
stockholders and their
affiliated entities, other than Great American Insurance Company,
that have indicated
an interest in purchasing securities in this offering. Also tell
us the aggregate dollar
amount or the number of offered securities that each stockholder
or affiliated
entity has indicated an interest in purchasing.
So that investors will be able to understand the minimum amount of
your shares that
will enter the public market through sales to the public, as
opposed to the existing
stockholders, please disclose in the new section on page 146
whether there is a
ceiling on the amount that may be purchased by existing
stockholders and quantify
any ceiling. If not, please disclose the potential material
impact on public investors.
If the existing stockholders and/or their affiliated entities are
reflected in the
beneficial ownership table on page 145, please disclose under the
Principal
Stockholders section the expected percentage ownership if the
stockholder does
purchase common stock in this offering as their indication of
interest
reflects. Additionally, please tell us whether these indications
of interest could result
in a stockholder that is not currently included in the table on
page 145 beneficially
owning more than 5% of your outstanding shares following the
offering.
We note your disclosure that any of the existing stockholders or
their affiliates that
have indicated an interest in buying shares in the offering may
determine to purchase
more, fewer or no shares in this offering. If material, please
revise your risk factors to
describe how such developments would relate to the offering. In
this regard, we note
the risk factor on page 53 describing the concentration of stock
ownership by your
principal stockholders and management of the company.
Item 16. Exhibits and Financial Statement Schedules, page II-3
3. We note that your exhibit index key to Amendment No. 2 has been revised
to indicate that
Exhibit 24.1, Power of Attorney, was "previously filed." In this regard,
it appears your
POA was included on the signature page of your S-1 filed on October 8,
2021. As
applicable in your next amendment, please revise your index key to
include a reference to
FirstName LastNameJoseph Hernandez
the part of the registration statement containing the power of attorney.
Refer to Item
Comapany NameBlue
601(b)(24) Water Vaccines
of Regulation S-K. Inc.
December 9, 2021 Page 2
FirstName LastName
Joseph Hernandez
FirstName
Blue WaterLastNameJoseph
Vaccines Inc. Hernandez
Comapany9,
December NameBlue
2021 Water Vaccines Inc.
December
Page 3 9, 2021 Page 3
FirstName LastName
You may contact Tara Harkins at 202-551-3639 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lauren Hamill at 303-844-1008 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Jessica Yuan