November 6 2015
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: | Johnny Gharib |
Dan Greenspan |
Vanessa Robertson |
Lisa Vanjoske |
Re: | Mesoblast Limited |
Draft Registration Statement on Form F-1 |
Filed November 2, 2015 |
CIK No. 0001345099 |
Ladies and Gentlemen:
On behalf of Mesoblast Limited (the “Company”), we submit this letter in response to an oral comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on November 4, 2015 relating to the Company’s Registration Statement onForm F-1 (CIK No. 0001345099) submitted to the Commission on November 2, 2015 (the “Registration Statement”). The Company has also revised the Registration Statement in response to the Staff’s comments and is filing concurrently with this letter an amendment to the Registration Statement on Form F-1 (“Amendment No. 1”) which reflects these revisions and updates and clarifies certain other information.
1. | Please update the Registration Statement to add the date, trial and sponsor/filer of the investigational new drug applications for each of your product candidates. |
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 99, 110, 114, 115, 118, 119, of 121 of Amendment No. 1 to respond to the Staff’s comment.
U.S. Securities and Exchange Commission
November 6 2015
Page 2
Please direct your questions or comments regarding this letter or the Registration Statement to the undersigned at (650) 320-4626. Thank you for your assistance.
Respectfully submitted,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Jeffrey D. Saper
Jeffrey D. Saper
cc: | Silviu Itescu, Mesoblast Limited |
Peter T. Howard, Mesoblast Limited |
Steven V. Bernard, Wilson Sonsini Goodrich & Rosati |
Megan J. Baier, Wilson Sonsini Goodrich & Rosati |
Thomas J. Ivey, Skadden, Arps, Slate, Meagher & Flom LLP |