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United States securities and exchange commission logo
March 30, 2023
Leonard Greenstein
Chief Financial Officer
Tarsus Pharmaceuticals, Inc.
15440 Laguna Canyon Road
Suite 160
Irvine, California 92618
Re: Tarsus
Pharmaceuticals, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 17,
2023
File No. 001-39614
Dear Leonard Greenstein:
We have limited our review of your filing to the financial
statements and related
disclosures 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Components of our Results of Operations
Research and Development Expenses, page 93
1. Please provide more
disaggregated disclosures for your research and development
expenses by each
significant program. In this regard, we note that you disclosed at page
94 that you track your
external research and development expenses on a program-by-
program basis.
Leonard Greenstein
FirstName LastNameLeonard
Tarsus Pharmaceuticals, Inc. Greenstein
Comapany
March NameTarsus Pharmaceuticals, Inc.
30, 2023
March2 30, 2023 Page 2
Page
FirstName LastName
Financial Statements
Note 9. Out-License Agreement, page 126
2. Please address the following comments with regard to your accounting
and disclosures for
your Out-License of TP-03 Commercial Rights in Greater China with
LianBio
Ophthalmology Limited.
Describe all material terms of the agreement, including the
material rights and
obligations of each party.
Provide us an analysis of your revenue recognition under ASC
606, including your
determination of the performance obligations, the transaction
price, the amount
allocated to each performance obligation, and your revenue
recognition method (i.e.
over time or point in time) for each performance obligation.
Tell us who is responsible for the achievement of additional
TP-03 events discussed
on page 22 which may result in additional consideration and
clarify that the
additional consideration is not included in the transaction
price, if such is the case.
Confirm that you have no further performance obligations
including any clinical
work with respect to either TP-03 for the treatment of Demodex
blepharitis or MGD.
Tell us if the license was determined to be distinct and your
basis for it.
Clarify how you are accounting for the drug supply agreement
discussed on page 93
and provide references within ASC 606 to support your accounting
treatment.
Lastly, clarify what is included in the line item
"collaboration revenue" in your
statement of operations.
Please provide us your proposed future disclosures, as necessary.
In closing, 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.
You may contact Li Xiao at (202) 551-4391 or Mary Mast at (202) 551-3613
with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences