United States securities and exchange commission logo
November 1, 2020
Carl L. G. Hansen, Ph.D.
Chief Executive Officer
AbCellera Biologics Inc.
2215 Yukon Street
Vancouver, BC V5Y 0A1
Re: AbCellera Biologics
Inc.
Draft Registration
Statement on Form S-1
Submitted October
5, 2020
CIK No. 0001703057
Dear Dr. Hansen:
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
Prospectus Summary, page 1
1. We note your disclosure
here, in MD&A and in the Business section that you and your
partners identified a
viable antibody drug candidate for your recent collaboration with Eli
Lilly within three
weeks that advanced into clinical testing 90 days after initiation of the
program. Please balance
the disclosure in the Overview by noting in this section, as you
do on page 16, that the
speed by which this candidate progressed is "unprecedented and is
a result of the FDA's
flexibility to expedite" the candidate. Please also disclose, as you do
on page 23, that there
is no assurance that you will be able to identify a potential drug
candidate for human
testing in this timeframe again in the future.
Carl L. G. Hansen, Ph.D.
FirstName LastNameCarl
AbCellera Biologics Inc. L. G. Hansen, Ph.D.
Comapany 1,
November NameAbCellera
2020 Biologics Inc.
November
Page 2 1, 2020 Page 2
FirstName LastName
2. Please revise Figure 1 on page 2 and Figure 5 on page 107 to make the
smaller print more
legible.
3. We note your disclosure regarding certain interim Phase 2 clinical
data for LY-CoV555
on page 3 and page 100. In the Business section, please expand your
disclosure to provide
more details regarding this Phase 2 clinical trial, including the
duration of the trial, the
number of subjects or patients in such trial, how the product
candidate was administered,
who conducted the trials, the dosage used, any serious adverse events
experienced and the
number of patients who experienced them, the primary and secondary
endpoints and
whether they were met to the extent that such information is
available. Alternatively,
please remove this statement from the Prospectus Summary and the
Business section.
4. We note your disclosure here, in MD&A and in the Business section that
you have entered
into agreements for 94 partnered discovery programs, the majority of
which include the
potential for milestone and royalty payments from your partners.
Please revise to disclose
that you have only had one program result in clinical milestone
payments to you and you
have not yet had a program receive clinical marketing approval.
Implications of Being an Emerging Growth Company and a Smaller Reporting
Company, page 8
5. 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.
Risk Factors
Some intellectual property that we have in-licensed may have been discovered
through
government funded programs, page 49
6. Please revise this risk factor to disclose the technology or
technologies subject to march-in
rights.
Capitalization, page 67
7. Please reconcile the presentation and disclosures of outstanding
convertible preferred
shares as temporary equity (i.e. "not included within shareholders'
deficit") in the
capitalization table on page 67 and dilution on page 69 as of June 30,
2020 to your
presentation of convertible preferred shares within shareholders'
equity on
your consolidated balance sheets on pages F-3 and F-29.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Recent Developments, page 75
8. We note your disclosure that you entered into a multi-year agreement
with the Canadian
government s Strategic Innovation Fund in April 2020. Please file
this agreement as an
exhibit or tell us why you do not believe it is required to be filed.
Carl L. G. Hansen, Ph.D.
FirstName LastNameCarl
AbCellera Biologics Inc. L. G. Hansen, Ph.D.
Comapany 1,
November NameAbCellera
2020 Biologics Inc.
November
Page 3 1, 2020 Page 3
FirstName LastName
Results of Operations, page 80
9. We note that you have performed research for various partner
arrangements and product
candidates. Please expand to provide detail by your partner
arrangements and for product
candidates, as applicable, for your research and development expenses
during each period
presented. To the extent that you do not track expenses by product
candidate or
arrangement, please disclose as such.
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 92
10. 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 since
June 30, 2020 and the reasons for any differences between the recent
valuations of your
common stock leading up to the IPO and the estimated offering price.
This information
will help facilitate our review of your accounting for equity
issuances, including stock
compensation. Please discuss with the staff how to submit your
response.
Business
Our Partnership Deals, page 111
11. Disclose the aggregate amount of milestone payments under the
collaboration agreement
with Lilly referenced on page 112.
Patent Portfolio, page 128
12. Please revise to clarify whether the royalty term of the UBC agreement
is the same as the
term of the agreement and to disclose the termination provisions of
the agreement. With
respect to the Stanford License and the UNC Agreement, please disclose
the duration of
each agreement, the royalty term, the termination provisions, and the
material payment
provisions such as the royalty range or annual license fees to be
paid.
13. Please file the license agreement with Alloy Therapeutics referenced
on pages 114 and
128, or tell us why you believe it is not required to be filed.
Commercial, page 131
14. Please revise to provide the disclosure required by Item 101(c)(vii)
of Regulation S-K for
any partner that accounted for ten percent or more of your
consolidated revenues and if
the loss of such partner would have a material adverse effect on the
company and its
subsidiaries taken as a whole.
Legal Proceedings, page 135
15. Please revise to clarify the specific underlying technology to which
the actions described
in this section relate.
Carl L. G. Hansen, Ph.D.
FirstName LastNameCarl
AbCellera Biologics Inc. L. G. Hansen, Ph.D.
Comapany 1,
November NameAbCellera
2020 Biologics Inc.
November
Page 4 1, 2020 Page 4
FirstName LastName
Certain Relationships and Related Person Transactions
Loans to Officers, page 154
16. Please expand to disclose the terms of the loan to Mr. Stimart,
including principal amount,
interest rate, maturity and outstanding balance as of the most recent
practicable date. Refer
to Item 404(a)(5) of Regulation S-K. Please also provide your analysis
on how you intend
to comply with Section 13(k) of the Exchange Act with respect to this
loan.
Principal Shareholders, page 156
17. Please revise your disclosure to identify the natural person or
persons who have voting
and investment control of the shares held by Thermopylae Holdings
Ltd., DCVC Bio, L.P.
and Viking Global Opportunities Illiquid Investments Sub-Master LP.
Index to Consolidated Financial Statements
Consolidated Financial Statements
Consolidated Statements of Shareholders' Equity, page F-5
18. Please tell us why you are presenting the Series A1 Preferred Shares
with a black line
separation on the statement of shareholders' equity considering your
disclosures on page
F-18 that "the Series A1 preferred shares are classified as permanent
equity."
Notes to Consolidated Financial Statements
Note 3. Significant Accounting Policies
Revenue recognition, page F-8
19. We note your disclosures here and on pages 111, 112, F-20, F-26, F-41
and F-43 related
to your partnership agreements that include near-term payments for
technology access,
research and intellectual property rights, downstream payments in the
form of clinical and
commercial milestones, and royalties on net sales. For these
agreements, please revise to
disclose the date of the agreements, the nature and significant terms
of those agreements,
including the rights and obligations of each party and any commitments
and contingencies
with respect to the agreements. Please tell us your consideration of
providing additional
disclosure in the filing in accordance with ASC 450, 730, 606, and
808.
Condensed Consolidated Financial Statements (Unaudited)
Notes to Condensed Consolidated Financial Statements, page F-33
20. We note on page F-27 that in June 2020 you acquired the OrthoMab
bispecific platform
from Dualogics, LLC for $4,000,000 and that you have full rights to
the OrthoMab
platform and that Dualogics retains rights to develop existing
internal assets and to
complete existing partnership programs. Please tell us and revise your
filing to explain
how you are accounting for this transaction as an acquisition of
assets or a business
combination. Refer to the guidance in ASC 805.
Carl L. G. Hansen, Ph.D.
AbCellera Biologics Inc.
November 1, 2020
Page 5
You may contact Tara Harkins at 202-551-3639 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625
with any other
questions.
Sincerely,
FirstName LastNameCarl L. G. Hansen, Ph.D.
Division of Corporation
Finance
Comapany NameAbCellera Biologics Inc.
Office of Life Sciences
November 1, 2020 Page 5
cc: James Xu, Esq.
FirstName LastName