UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
APPLICATION FOR WITHDRAWAL OF REGISTRATION STATEMENT PURSUANT TO RULE 477 UNDER THE SECURITIES ACT OF 1933
Filed: June 10, 2022
Filing Entity: Lumos Analytics Inc.
CIK Number: 0001923847
File Number: 333-264518
FORM RW
Application for Withdrawal of Registration Statement
Name, Address, and Telephone Number of Agent for Service of Process:
Naomi Feinberg General Counsel & Corporate Secretary Lumos Analytics Inc. 450 Folsom Street, Suite 1200 San Francisco, CA 94105 Telephone: (415) 729-3400
With a copy to:
Robert Adeyemi Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, CA 94105 Telephone: (415) 861-5200
APPLICATION FOR WITHDRAWAL OF REGISTRATION STATEMENT
Lumos Analytics Inc. (the "Company" or the "Registrant"), a corporation organized and existing under the laws of the State of Delaware, hereby respectfully submits this Application for Withdrawal of Registration Statement (this "Application") to the United States Securities and Exchange Commission (the "Commission") pursuant to Rule 477 under the Securities Act of 1933, as amended (the "Securities Act"), and in support thereof states as follows:
I. Identification of Registration Statement
The Registrant, Lumos Analytics Inc., hereby applies for the withdrawal of its Registration Statement on Form S-1 (File Number 333-264518) (together with all amendments and exhibits thereto, the "Registration Statement"), initially submitted to the Commission on a confidential basis and subsequently filed publicly via the Commission's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR").
The Registration Statement was originally submitted on a confidential basis to the Commission on January 10, 2022, pursuant to Title I, Section 106 of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), which permits an "emerging growth company," as defined in Section 2(a)(19) of the Securities Act, to submit a draft registration statement to the Commission for confidential review prior to public filing. The Company qualified as an emerging growth company at the time of its initial confidential submission and continues to qualify as of the date of this Application.
Following the initial confidential submission, the Staff of the Division of Corporation Finance of the Commission (the "Staff") issued a comment letter dated February 14, 2022, containing forty-two (42) comments relating to various aspects of the Registration Statement, including, among other things, the Company's description of its business, risk factors, management's discussion and analysis of financial condition and results of operations, and certain accounting matters. In response to the Staff's comment letter, the Company confidentially submitted an amended Draft Registration Statement on March 4, 2022, which addressed each of the Staff's comments in full.
The Staff subsequently issued a second comment letter dated March 18, 2022, containing twelve (12) additional comments, primarily directed toward the Company's revenue recognition policies, related party transactions, and certain disclosure enhancements requested by the Staff. In response thereto, the Company confidentially submitted a second amended Draft Registration Statement on March 28, 2022, which addressed each of the Staff's remaining comments.
Following the resolution of the Staff's comments, the Registration Statement on Form S-1/A (Amendment No. 1) was publicly filed with the Commission via EDGAR on April 14, 2022, as required under the JOBS Act and the Commission's rules governing the transition from confidential review to public filing.
The Registration Statement related to the proposed initial public offering (the "Offering") of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of the Company. The Class A Common Stock was proposed to be listed on the Nasdaq Global Select Market under the ticker symbol "LMSA." The preliminary price range set forth in the Registration Statement was $16.00 to $18.00 per share, reflecting an implied pre-money equity valuation of the Company in the range of approximately $1.49 billion to $1.68 billion based on total shares outstanding on a fully diluted basis.
The Registration Statement contemplated the offering and sale of (a) 12,941,176 primary shares of Class A Common Stock to be issued and sold by the Company (the "Primary Shares"), the net proceeds of which were to be used by the Company for general corporate purposes, including working capital and potential strategic acquisitions, and (b) up to 3,500,000 secondary shares of Class A Common Stock to be sold by certain selling stockholders identified in the Registration Statement (the "Secondary Shares"). In addition, the Registration Statement provided for the grant to the underwriters of an option, exercisable for a period of thirty (30) days from the date of the final prospectus, to purchase up to 2,466,176 additional shares of Class A Common Stock (the "Overallotment Shares") from the Company and/or the selling stockholders to cover overallotments, if any.
II. Basis for Withdrawal
The Company respectfully requests that the Commission, acting through the Director of the Division of Corporation Finance or his or her designee, consent to the withdrawal of the Registration Statement in its entirety, together with all amendments and exhibits thereto, pursuant to Rule 477 under the Securities Act.
The Company has determined, in its sole discretion and after careful consultation with its board of directors (the "Board"), its senior management team, its financial advisors, and its outside legal counsel, that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as required by Rule 477(a) under the Securities Act.
Specifically, the Board of Directors of the Company, at a duly convened meeting held on June 6, 2022, at which a quorum was present and acting throughout, adopted resolutions authorizing the officers of the Company to take all steps necessary and appropriate to effect the withdrawal of the Registration Statement. The Board's determination was based on its assessment that proceeding with the Offering at this time is not in the best interests of the Company and its stockholders in light of prevailing market conditions and other factors deemed relevant by the Board.
Since the public filing of the Registration Statement in April 2022, market conditions for initial public offerings in the technology sector have deteriorated significantly. Among other things, the Nasdaq Composite Index experienced substantial and sustained declines during the period from mid-April through early June 2022, reflecting broader investor risk aversion toward technology-sector equities, rising interest rates, persistent inflationary pressures, and heightened macroeconomic uncertainty. The Board noted that these adverse market conditions resulted in the postponement or cancellation of a significant number of planned initial public offerings by other technology companies during the same period and concluded that the prevailing market environment was unlikely to support a successful offering at a valuation that the Board deemed acceptable and appropriate for the Company's stockholders.
In reaching its determination, the Board also considered the feedback received from potential investors during the testing-the-waters process and the initial stages of the road show, which indicated that the level of demand for the Company's Class A Common Stock at or above the preliminary price range was insufficient to proceed with the Offering under terms favorable to the Company and its stockholders.
Accordingly, the Board concluded that the withdrawal of the Registration Statement is in the best interests of the Company and its stockholders, is consistent with the protection of investors, and is not inconsistent with the public interest.
III. Confirmation That No Securities Were Sold
The Company hereby confirms that no securities were sold pursuant to the Registration Statement, and no securities were issued or delivered to any purchaser in connection with the Offering.
No offers to sell securities were made in reliance upon the Registration Statement other than the following communications, each of which was conducted in compliance with applicable provisions of the Securities Act and the rules and regulations promulgated thereunder:
(i) Testing-the-waters communications with qualified institutional buyers (as defined in Rule 144A under the Securities Act) and institutional accredited investors (as defined in Rule 501(a) of Regulation D under the Securities Act), as permitted by Section 5(d) of the Securities Act and Rule 163B thereunder, which communications were conducted during the period from approximately April 18, 2022, through April 24, 2022; and
(ii) The distribution of a preliminary prospectus forming part of the Registration Statement in connection with the road show for the Offering, which road show commenced on April 25, 2022, and was subsequently paused and indefinitely suspended on May 9, 2022, in light of the deteriorating market conditions described in Section II above.
No binding commitments or agreements to purchase any securities of the Company were entered into by any person in connection with the Offering or the Registration Statement. No letters of intent, indications of interest, or other arrangements that could constitute a binding obligation to purchase securities were executed or delivered by any party.
No underwriting agreement was executed in connection with the Offering. Although the Company had engaged in preliminary discussions and negotiations with prospective underwriters, including the preparation and negotiation of a draft underwriting agreement, no such agreement was signed, executed, or delivered at any time prior to the date hereof.
No consideration of any kind — whether in the form of cash, securities, promissory notes, or otherwise — was received by the Company or any selling stockholder named in the Registration Statement in connection with any proposed sale of securities under the Registration Statement. No escrow accounts were funded, and no proceeds were deposited or received by the Company or any other person in connection with the Offering.
IV. Request for Consent to Withdrawal
In light of the foregoing, the Company hereby respectfully requests that the Commission, acting pursuant to Rule 477(a) under the Securities Act of 1933, as amended, consent to the withdrawal of the Registration Statement on Form S-1 (File Number 333-264518, CIK 0001923847), together with all amendments thereto (including the confidentially submitted Draft Registration Statements dated January 10, 2022, March 4, 2022, and March 28, 2022, and Amendment No. 1 on Form S-1/A filed publicly on April 14, 2022) and all exhibits filed or furnished in connection therewith.
Upon the granting of the Commission's consent to this Application, the Registration Statement and all amendments and exhibits thereto shall be deemed withdrawn and shall cease to be effective for any purpose under the Securities Act. The Company understands that, pursuant to Rule 477(b) under the Securities Act, the Commission's consent to the withdrawal of the Registration Statement will be deemed effective as of the date upon which the Commission issues an order granting such consent.
The Company respectfully requests confirmation of the withdrawal of the Registration Statement at the Commission's earliest convenience. The Company further requests that any notice of the Commission's action on this Application be transmitted to the Company's outside legal counsel, Robert Adeyemi, Calderwood & Harkness LLP, at the address and telephone number set forth on the cover page of this Application.
V. Reservation of Rights
The Company expressly reserves the right to undertake a subsequent public or private registration of its securities at any time in the future, including, without limitation, the right to file a new registration statement with the Commission in connection with a future initial public offering of the Company's Class A Common Stock or any other class of securities, at such time and on such terms as the Company and its Board of Directors may determine to be appropriate in their sole discretion.
Nothing in this Application, and no action taken by the Company in connection with the filing hereof or the withdrawal of the Registration Statement, shall be deemed to constitute a waiver, release, or relinquishment of any rights, claims, or defenses of the Company under the Securities Act, the Securities Exchange Act of 1934, as amended, or any other applicable federal or state law, rule, or regulation. The Company further reserves all rights with respect to the confidential treatment of information contained in the Draft Registration Statements that were submitted to the Commission on a confidential basis pursuant to the JOBS Act, and the Company's request for confidential treatment of such submissions shall survive the withdrawal of the Registration Statement to the fullest extent permitted by applicable law and the Commission's rules.
SIGNATURE
The undersigned registrant hereby applies for withdrawal of its Registration Statement on Form S-1 (File Number 333-264518) in accordance with Rule 477 under the Securities Act of 1933, as amended. The undersigned has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 10th day of June, 2022.
LUMOS ANALYTICS INC.
By: ________
Name: Priya Subramanian
Title: Chief Executive Officer
Date: June 10, 2022
CONTACT INFORMATION FOR CORRESPONDENCE
All correspondence regarding this Application, including any notices, orders, or other communications from the Commission or the Staff relating to the withdrawal of the Registration Statement, should be directed to the following:
Company Counsel:
Naomi Feinberg General Counsel & Corporate Secretary Lumos Analytics Inc. 450 Folsom Street, Suite 1200 San Francisco, CA 94105 Telephone: (415) 729-3400
Email: nfeinberg@lumosanalytics.com
With a copy to:
Robert Adeyemi Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, CA 94105 Telephone: (415) 861-5200
Email: radeyemi@calderwoodharkness.com
This Application for Withdrawal of Registration Statement has been prepared and filed on behalf of Lumos Analytics Inc. pursuant to Rule 477 under the Securities Act of 1933, as amended. This document does not constitute an offer to sell or a solicitation of an offer to buy any securities, and no offer, solicitation, or sale of securities shall be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
| Form Type: | FORM RW — Application for Withdrawal of Registration Statement |
| Filed Pursuant To: | Rule 477 under the Securities Act of 1933, as amended (17 CFR § 230.477) |
| Date of Filing: | June 10, 2022 |
| Registrant Name: | Lumos Analytics Inc. |
| State of Incorporation: | Delaware |
| CIK Number: | 0001923847 |
| SEC File Number: | 333-264518 |
| Address of Principal Executive Offices: | 450 Folsom Street, Suite 1200, San Francisco, CA 94105 |
| Telephone Number: | (415) 729-3400 |
| IRS Employer Identification Number (EIN): | 82-3194567 |