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United States securities and exchange commission logo
November 6, 2020
David-Alexandre Gros
Chief Executive Officer
Novus Therapeutics, Inc.
19900 MacArthur Blvd., Suite 550
Irvine, CA 92612
Re: Novus Therapeutics,
Inc.
Preliminary Proxy
Statement on Schedule 14A
Filed October 23,
2020
File No. 001-36620
Dear Dr. Gros:
We have reviewed your filing 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.
Preliminary Proxy Statement on Schedule 14A Filed October 23, 2020
Reasons for the Transactions, page 13
1. We note your disclosure
that Novus and its management team negotiated the "most
favorable equity split"
for Novus stockholders. Please revise your disclosure to quantify
the equity split by
providing the actual percentage ownership existing Novus stockholders
will own on a
fully-diluted basis following the Anelixis Acquisition.
2. We note your disclosure
that your board of directors considered the Anelixis Acquisition
to be more favorable to
your stockholders than a potential liquidation. Please revise to
quantify the
liquidation value considered by the Board and discuss the basis for the
calculation and any
material assumptions.
David-Alexandre Gros
FirstName LastNameDavid-Alexandre Gros
Novus Therapeutics, Inc.
Comapany 6,
November NameNovus
2020 Therapeutics, Inc.
November
Page 2 6, 2020 Page 2
FirstName LastName
Proposal No. 1: Approval of Conversion Proposal, page 46
3. We note that your Proposal No.1 Approval of Conversion Proposal is a
result of your
acquisition of Anelixis. Please revise your proxy statement to provide
all of the
information relating to Anelixis and the acquisition that is required
by Item 14(b)(7) of
Schedule 14A, including the information required by Items 1005(b) and
1011(a)(1) of
Regulation M-A. Please refer to Note A of Schedule 14A.
4. We note your table under the subheading "Shares Issuable Upon
Conversion." Please
revise this section to indicate the total number of shares of common
stock issued and
reserved for issuance upon the approval of this conversion proposal.
In addition,
please disclose the aggregate shares of common stock issuable upon
conversion in your
narrative "Overview" sub-section directly above.
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 Jason Drory at (202) 551-8342 or Joe McCann at (202)
551-6262 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences