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August 26, 2019
David Schlanger
Chief Executive Officer
Progyny, Inc.
245 5th Avenue
New York, New York 10016
Re: Progyny, Inc.
Draft Registration Statement on Form S-1
Submitted on August 2, 2019
CIK No. 0001551306
Dear Mr. Schlanger :
We have reviewed your draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1 Submitted on August 2, 2019
General
1. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Use of Proceeds, page 52
2. You state that you cannot identify with certainty all of the particular
uses for the net
proceeds from this offering. Please disclose the uses you can identify
and state the
approximate amount of proceeds you intend to use for each identified
purpose. Tell us
David Schlanger
FirstName LastNameDavid Schlanger
Progyny, Inc.
Comapany NameProgyny, Inc.
August 26, 2019
August 26, 2019 Page 2
Page 2
FirstName LastName
why you cannot identify all of the particular uses at this time. See
Item 504 of Regulation
S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of Years Ended December 31, 2017 and 2018, page 71
3. For the periods presented, please discuss your benefit for income
taxes, including the
reasons for no benefit or provision for the three months ended March
31, 2019. Refer to
Item 303(a)(3) of Regulation S-K.
Liquidity and Capital Resources, page 72
4. Please provide the basis for the statement that cash and cash
equivalents and cash flow
from operations will be sufficient to support working capital and
capital expenditure
requirements for the next twelve months. We note that you had negative
cash flows from
operations for the three months ended March 31, 2019. If cash raised
from this offering
will be used to support working capital and capital expenditures,
please revise to clarify.
Liquidity and Capital Resources
Operating Activities, page 73
5. Your discussion of operating cash flows recites the numbers from your
consolidated
statements of cash flows. Please revise your discussion to identify
and describe the
primary drivers of your operating cash flows and discuss the
underlying reasons for
increases/decreases in non-cash items and significant changes in
assets and liabilities that
cause your operating cash flows to fluctuate. For guidance, refer to
SEC Release No. 33-
8350.
Business
Our Clients, page 98
6. We note your disclosure on page 98 that you have several customers
that accounted for at
least 10% of total revenue in 2018. Please furnish the information
required by Item
101(c)(vii) of Regulation S-K, including the names of such customers.
Legal Proceedings, page 104
7. Please disclose the amount of damages, fees, interest and costs the
vendor is seeking, if
known.
Executive Compensation, page 111
8. Please revise the narrative following the summary compensation table
to discuss in greater
detail the merit-based discretionary bonuses and the housing
allowance. See Item 402(o)
of Regulation S-K.
David Schlanger
Progyny, Inc.
August 26, 2019
Page 3
Principal and Selling Stockholders, page 126
9. We note that the beneficial ownership is as of April 30, 2019. Please
update as of the
most recent practicable date. See Item 403 of Regulation S-K. Similarly,
update the
common stock outstanding as of March 31, 2019 on page 13.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Accounts Receivable and Allowance for Doubtful Accounts, page F-12
10. Please provide a rollforward of the activity in your accounts receivable
allowances, other
valuation accounts and reserves in your footnotes or in Schedule II, or
provide to us your
materiality assessment indicating why such disclosure is not necessary.
Refer to Rules 5-
04 and 12-09 of Regulation S-X.
Undertakings, page II-3
11. Please add the undertakings required by Item 512(a)(5)(ii) and Item
512(a)(6) of
Regulation S-K. Item 512(a)(5)(ii) is required for any prospectus filed
in reliance on Rule
430C and Item 512(a)(6) is required for any offering that involves an
initial distribution of
securities pursuant to Rule 159A. For guidance, refer to Securities Act
Rules Compliance
and Disclosure Interpretation, Question 229.01.
You may contact Steve Lo at 202-551-3394 or Rufus Decker, Accounting
Branch Chief,
at 202-551-3769 if you have questions regarding comments on the financial
statements and
related matters. Please contact Ruairi Regan at 202-551-3269 or Pam Howell,
Special
Counsel, at 202-551-3357 with any other questions.
Sincerely,
FirstName LastNameDavid Schlanger Division of
Corporation Finance
Office of
Beverages, Apparel and
Comapany NameProgyny, Inc.
Mining
August 26, 2019 Page 3
cc: Alison Haggerty, Esq.
FirstName LastName