SEC – ‘UPLOAD’ from 9/12/19 re: Chiasma, Inc – ‘TEXT-EXTRACT’

On:  Thursday, 9/12/19, at 1:58pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  10/24/19   ·   Accession #:  0-19-13515

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     33K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      2±    11K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                                            September 12, 2019

Raj Kannan                                                                      
Chief Executive Officer                                                         
Chiasma, Inc.                                                                   
460 Totten Pond Road, Suite 530                                                 
Waltham, Massachusetts 02451                                                    

Re: Chiasma, Inc.                                                 
Registration Statement on Form S-3                        
Filed September 6, 2019                                   
File No. 333-233654                                       

Dear Mr. Kannan:                                                                

We have limited our review of your registration statement to those
issues we have                                                                  
addressed in our comment.                                                       

   Please respond to this letter by amending your registration statement
and providing the                                                               
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.           

Registration Statement on Form S-3 filed September 6, 2019                      

Description of Capital Stock, page 10                                           

1.     We note that your forum selection provision identifies the Court of      
Chancery of the State                                                           
      of Delaware as the exclusive forum for certain litigation, including any
"derivative                                                                     
      action." Please revise your disclosure to clarify whether this provision
applies to actions                                                              
  arising under the Securities Act or Exchange Act. In that regard, we
note that Section 27                                                            
 of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce                                                        
any duty or liability created by the Exchange Act or the rules and
regulations thereunder,                                                         
      and Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state                                                               
    courts over all suits brought to enforce any duty or liability created
by the Securities Act                                                           
  or the rules and regulations thereunder. If the provision applies to
Securities Act claims,                                                          
    please also revise your prospectus to specifically state that there is
uncertainty as to                                                               
    whether a court would enforce such provision and that investors cannot
waive compliance                                                                
Raj Kannan                                                                    
Chiasma, Inc.                                                                   
September 12, 2019                                                              
Page 2                                                                          
with the federal securities laws and the rules and regulations    
thereunder. If this provision                                                   
    does not apply to actions arising under the Securities Act or Exchange
Act, please tell us                                                             
     how you will inform investors in future filings that the provision does
not apply to any                                                                
actions arising under the Securities Act or Exchange Act.         
     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff.                                                            

    Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate                                                                  
time for us to review any amendment prior to the requested effective date of    
the registration                                                                
statement.                                                                      

Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 
202-551-3625 with                                                               
any questions.                                                                  

                                                      Sincerely,
FirstName LastNameRaj Kannan                                                    
                                                       Division of
Corporation Finance                                                             
Comapany NameChiasma, Inc.                                                      
                                                     Office of
Healthcare & Insurance                                                          
September 12, 2019 Page 2                                                       
cc:       Daniel A. Lang - Goodwin Procter LLP                                  
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		10/24/19		CORRESP,  UPLOAD
Filed on:		9/12/19		UPLOAD
		9/6/19		S-3,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/06/19  Chiasma, Inc.                     S-3                    5:1.5M                                   Donnelley … Solutions/FA