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United States securities and exchange commission logo
August 12, 2021
Devdatt Kurdikar
President and Chief Executive Officer
Berra Newco, Inc.
1 Becton Drive
Franklin Lakes, NJ 07417
Re: Berra Newco, Inc.
Draft Registration
Statement on Form 10-12B
Submitted July 15,
2021
CIK No. 0001872789
Dear Mr. Kurdikar:
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 10-12B
Industry Information, page ii
1. Your statement that you
have not independently verified data from industry analyses and
cannot guarantee their
accuracy or completeness may imply an inappropriate disclaimer of
responsibility with
respect to third-party information included in your registration
statement. Please
either delete this statement or specifically state that you are liable for
such information.
Our Company, page 8
2. Please revise to
disclose the status of the development of your insulin patch pump. Please
also discuss the
regulatory approval process for the insulin pump patch in the Regulatory
Devdatt Kurdikar
FirstName LastNameDevdatt Kurdikar
Berra Newco, Inc.
Comapany
August 12, NameBerra
2021 Newco, Inc.
August
Page 2 12, 2021 Page 2
FirstName LastName
Matters section on page 71.
Summary Historical and Unaudited Pro Forma Financial Information
Combined Statement of Income, page 17
3. Please revise to provide the pro forma earnings per share information
within your Pro
Forma Year Ended September 30, 2021 column when available.
Newco's amended and restated certificate of incorporation will designate the
state courts within
the State of Delaware, page 37
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.
Intellectual Property, page 70
5. With respect to your material patents, please disclose how many
patents or patent
applications relate to the specific products, product groups and
technologies discussed in
this section, whether they are owned or licensed, the type of patent
protection you have,
the expiration dates, the applicable jurisdictions and whether there
are any contested
proceedings or third-party claims.
6. We note your disclosure here that you "access technologies through a
combination of
license and supply arrangements." With respect to each material
license agreement and
supply arrangement, where appropriate, please revise to disclose the
nature and scope of
intellectual property transferred if the agreement involves a license,
each parties rights
and obligations, the duration of the agreement, the royalty term, the
termination
provisions, and the following payment provisions:
Up-front or execution payments received or paid;
Aggregate amounts paid or received to date under the agreement;
Aggregate future potential milestone payments to be paid or
received;
Royalty rates or a royalty range;
Profit or revenue-sharing provisions; and
Minimum purchase requirements if the agreement involves
manufacturing.
Please also file these agreements as exhibits or tell us why you
believe that you are not
required to file them. Refer to Item 601(b)(10) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Results of Operations, page 77
7. To the extent possible, revise your results of operations to
separately disclose the
estimated impact of each of the factors you cited for the changes in
your revenues and
expenses.
Devdatt Kurdikar
Berra Newco, Inc.
August 12, 2021
Page 3
Description of Newco Capital Stock, page 106
8. We note that you refer shareholders to, in part, the applicable
provisions of Delaware law.
It is not appropriate to qualify your disclosure by reference to
information that is not
included in the filing or filed as an exhibit. Please revise accordingly.
Index to Combined Financial Statements, page F-1
9. Revise Note 1 to disclose the date Berra Newco, Inc. was incorporated. If
true, revise Note
1 to confirm that Berra Newco, Inc. has no assets, liabilities,
operations, or commitments
and contingencies during the periods presented here and until the date of
the transfer of
the diabetes care business to Berra Newco, Inc. Otherwise, please revise
to include the
audited financial statements of Berra Newco, Inc.
2. Summary of Significant Accounting Policies
Inventories, page F-9
10. Your disclosure states that inventory is stated at the lower of
approximate cost determined
on the first-in, first-out basis or market. Please revise to clarify, if
true, that your inventory
is measured at the lower of cost or net realizable value consistent with
ASC 330-10-35-
1B.
Notes to Combined Financial Statements
7. Revenues, page F-14
11. Revise to separately quantify your rebates, sales discounts, and sales
returns. To the
extent you believe such deductions are not material for disclosure,
provide us with
amounts for the periods presented as part of your response. To the extent
you experience
significant out of period adjustments to any of these deductions, revise
to provide a
rollforward which separately quantifies such adjustments.
You may contact Li Xiao at 202-551-4391 or Kevin Vaughn at 202-551-3494
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jason Drory at 202-551-8342 or Ada D. Sarmento at 202-551-3798 with any other
questions.
Sincerely,
FirstName LastNameDevdatt Kurdikar
Division of
Corporation Finance
Comapany NameBerra Newco, Inc.
Office of Life
Sciences
August 12, 2021 Page 3
cc: David Lam, Esq.
FirstName LastName