United States securities and exchange commission logo
May 14, 2020
George Lasezkay
President and Chief Executive Officer
Clearside Biomedical, Inc.
900 North Point Parkway, Suite 200
Alpharetta, Georgia 30005
Re: Clearside
Biomedical, Inc.
Registration
Statement on Form S-3
Filed May 8, 2020
File No. 333-238128
Dear Mr. Lasezkay:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-3 filed May 8, 2020
Description of Capital Stock
Choice of Forum, page 16
1. We note that Article
VII of your Amended and Restated Certificate of Incorporation
identifies the Court of
Chancery of the State of Delaware as the sole and exclusive forum
for certain litigation,
including any "derivative action." Please disclose whether this
provision applies to
actions arising under the Securities Act or the 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
George Lasezkay
Clearside Biomedical, Inc.
May 14, 2020
Page 2
provision applies to Securities Act claims, please also revise your
registration statement to
state that there is uncertainty as to whether a court would enforce such
provision and that
investors cannot waive compliance 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 also ensure that the exclusive
forum provision in
the governing documents states this clearly, or 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 Alan Campbell at (202) 551-4224 or Celeste Murphy at (202)
551-
3257 with any questions.
Sincerely,
FirstName LastNameGeorge Lasezkay
Division of
Corporation Finance
Comapany NameClearside Biomedical, Inc.
Office of Life
Sciences
May 14, 2020 Page 2
cc: Brent B. Siler, Cooley LLP
FirstName LastName
