February 12, 2019
Mark Lappe
Chief Executive Officer
Inhibrx, Inc.
11025 Torrey Pines Road, Suite 200
La Jolla, CA 92037
Re: Inhibrx, Inc.
Draft Registration Statement on Form S-1
Filed January 7, 2019
CIK No. 0001739614
Dear Mr. Lappe:
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.
DRS submitted January 7, 2019
Prospectus Summary
Risk Factors, page 5
1. We note your summary risk factor stating"[i]f we fail to maintain an
effective system of
internal control over financial reporting, we may not be able to
accurately report our
financial results of prevent fraud." Please revise to clarify that you
have identified
material weaknesses in your internal control over financial reporting,
consistent with your
risk factor disclosure on page 54.
Implications of Being an Emerging Growth Company and a Smaller Reporting
Company, page 6
2. Please supplementally provide us with copies of all written
communications, as defined in
Mark Lappe
FirstName LastNameMark Lappe
Inhibrx, Inc.
Comapany NameInhibrx, Inc.
February 12, 2019
February 12, 2019 Page 2
Page 2
FirstName LastName
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.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Fair Value of Stock-Based Awards, page 87
3. Once you have an estimated offering price or range, please explain to
us how you
determined the fair value of the common stock underlying your equity
issuances and the
reasons for any differences between the recent valuations of your
common stock leading
up to the initial public offering and the estimated offering price or
range. This information
will help facilitate our review of your accounting for equity
issuances.
Business, page 90
4. Please disclose the principal terms of the license agreement and
technical services
agreement with Hangzhou Just Biotherapeutics Co and the license
agreements with
Elpiscience, including the duration of the agreements, termination
provisions, aggregate
potential milestone payments to be paid or received, and royalty
rates. Please also file the
agreements as exhibits.
Background on Immunotherapy, page 99
5. We note your disclosure on page 99 that "[w]orldwide sales for
therapies targeting PD-1
and PD-L1 are estimated to reach $21 billion in 2019 and to exceed $44
billion by 2024"
and your disclosure on page 103 that patients worldwide receiving
plasma-derived
augmentation therapies is expected to grow to $2.9 billion by 2025.
Please provide a basis
for these statements.
Celgene Agreement, page 108
6. We note your disclosure of tiered royalties with rates ranging from
high single to low
double-digits. Please revise your disclosure to give investors a
reasonable idea of the
amount of the royalty rates that does not exceed 10 percentage points.
7. We note your royalty obligations will remain in effect until the later
of the expiration of
such valid patent claim. Please revise to clarify when the patent
underlying the royalty
term is expected to expire.
8. Please disclose the aggregate future potential milestone payments to
be paid or received.
Bluebird bio agreement, page 109
9. Please disclose the principal terms of the license agreement with
bluebird including the
duration of the agreement, termination provisions, aggregate potential
milestone payments
to be paid or received, and royalty rates. Please also file the
agreement as an exhibit.
Mark Lappe
Inhibrx, Inc.
February 12, 2019
Page 3
General
10. We note that your forum selection provision in your amended and restated
certificate of
incorporation identifies the Court of Chancery of the State of Delaware
(subject to certain
exceptions) as the exclusive forum for certain litigation, including any
"derivative
action." We also note your disclosure on page 151 of your registration
statement that this
provision "would not apply to suits brought to enforce a duty or
liability created by the
Exchange Act." Please disclose whether this provision applies solely to
state law claims.
If it does not apply solely to state law claims, then please note that
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. If this provision is intended to apply solely to
state law claims,
please also ensure that the exclusive forum provision in the amended and
restated
certificate of incorporation states this clearly.
11. Please provide us proofs of all graphics, visual, or photographic
information you will
provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
Please note that we may have comments regarding this material.
You may contact Jeffery Lewis at 202-551-6216 or Kate Tillan at
202-551-3604 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tom Kluck at 202-551-3233 or Coy Garrison at 202-551-3466 with any
other questions.
Sincerely,
FirstName LastNameMark Lappe
Division of
Corporation Finance
Comapany NameInhibrx, Inc.
Office of
Healthcare & Insurance
February 12, 2019 Page 3
cc: Melanie Ruthrauff Levy, Esq.
FirstName LastName