ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
October 8, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Lauren Hamill / Celeste Murphy Legal | |
Christine Wong / Mary Mast Accounting | ||
Re: | LianBio | |
Amendment No. 3 to | ||
Draft Registration Statement on Form S-1 | ||
Submitted September 21, 2021 | ||
CIK No. 0001831283 |
Ladies and Gentlemen:
On behalf of LianBio (the Company), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the Securities Act), and the rules and regulations promulgated thereunder, we are filing with the Securities and Exchange Commission (the Commission), via EDGAR, Amendment No. 1 (Amendment No. 1) to the registration statement on Form S-1, file no. 333-259978 (the registration statement). Amendment No. 1 reflects revisions to the registration statement made in response to the comment letter to Yizhe Wang, Ph.D., Chief Executive Officer of the Company, dated October 4, 2021, from the staff of the Commission (the Staff) related to confidentially submitted Amendment No. 3 to the Draft Registration Statement, as well as certain other updated information.
For reference purposes, the comments contained in the Staffs letter dated October 4, 2021 are reproduced below in italics and the corresponding responses are shown below the comments. All references to page numbers in the Companys responses are to the page numbers in Amendment No. 1. Capitalized terms used but not defined herein are used herein as defined in Amendment No. 1.
Securities and Exchange Commission | - 2 - | October 8, 2021 |
Nanobiotix License, Development and Commercialization Agreement, page 171
1. We note your revision on page 176 in response to prior comment 10, which we reissue. With respect to the Nanobiotix Agreement, the disclosure now refers to tiered double-digit royalties up to the low teens. Please revise to narrow the royalty range disclosed for this agreement to no more than ten percentage points.
Response to Comment 1:
The Company acknowledges the Staffs comment and has supplemented its disclosure on page 177 of Amendment No. 1 to provide a royalty range of no more than ten percentage points for this agreement.
2. We note your response to comment 11. With respect to the fifth bullet, please disclose the number of shares of the Companys common stock the warrant could convert into as of a recent date when such information is available.
Response to Comment 2:
The Company acknowledges the Staffs comment and intends to disclose the number of the Companys Ordinary Shares the warrant could convert into as of a recent date on page 260 of Amendment No. 1.
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Securities and Exchange Commission | - 3 - | October 8, 2021 |
We hope that the foregoing has been responsive to the Staffs comments. If you have any questions about this letter or require any further information, please call my office at (617) 235-4961.
Very truly yours,
/s/ Thomas J. Danielski
Thomas J. Danielski
cc: | Yizhe Wang, Ph.D. (LianBio) |