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United States securities and exchange commission logo
November 28, 2022
Angela Chen
Vice President, Legal
LianBio
103 Carnegie Center Drive, Suite 309
Princeton, NJ 08540
Re: LianBio
Registration
Statement on Form S-3
Filed November 10,
2022
File No. 333-268317
Dear Angela Chen:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Cover Page
1. Please disclose
prominently on the prospectus cover page that you are not a Chinese
operating company but a
Cayman Islands holding company with operations conducted by
your subsidiaries.
Provide a cross-reference to your detailed discussion of risks facing the
company and the
offering as a result of your organizational structure.
2. Provide prominent
disclosure about the legal and operational risks associated with being
based in or having the
majority of the company s operations in China. Your disclosure
should make clear
whether these risks could result in a material change in your operations
and/or the value of
your securities or could significantly limit or completely hinder your
ability to offer
securities to investors and cause the value of your securities to significantly
decline or be
worthless. Your disclosure should address how recent statements and
Angela Chen
FirstName
LianBio LastNameAngela Chen
Comapany 28,
November NameLianBio
2022
November
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regulatory actions by China s government, such as those related to
the use of variable
interest entities and data security or anti-monopoly concerns, have or
may impact the
company s ability to conduct its business, accept foreign
investments, or list on a U.S. or
other foreign exchange.
3. Please prominently disclose whether your auditor is subject to the
determinations
announced by the PCAOB on December 16, 2021 and whether and how the
Holding
Foreign Companies Accountable Act and related regulations will affect
your company. In
addition, disclose that trading in your securities may be prohibited
under the Holding
Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or
investigate completely your auditor, and that as a result an exchange
may determine to
delist your securities.
4. Clearly disclose how you will refer to the holding company and
subsidiaries when
providing the disclosure throughout the document so that it is clear
to investors which
entity the disclosure is referencing and which subsidiaries or
entities are conducting the
business operations. For example, disclose, if true, that your
subsidiaries conduct
operations in China. Disclose clearly the entity (including the
domicile) in which investors
are purchasing an interest.
5. Provide a description of how cash is transferred through your
organization and disclose
your intentions to distribute earnings. State whether any transfers,
dividends, or
distributions have been made to date between the holding company, its
subsidiaries, or to
investors, and quantify the amounts where applicable. Provide a
cross-reference to the
consolidated financial statements.
6. Identify clearly the entity in which investors are purchasing their
interest and the
entity(ies) in which the company s operations are conducted. In
addition, please provide
early in the prospectus summary a diagram of the company s corporate
structure.
Summary, page 1
7. Please add a summary of risk factors section and disclose the risks
that your corporate
structure and being based in or having the majority of the company s
operations in China
poses to investors. In particular, describe the significant
regulatory, liquidity, and
enforcement risks with cross-references to the more detailed
discussion of these risks in
the prospectus. For example, specifically discuss risks arising from
the legal system in
China, including risks and uncertainties regarding the enforcement of
laws and that rules
and regulations in China can change quickly with little advance
notice; and the risk that
the Chinese government may intervene or influence your operations at
any time, or may
exert more control over offerings conducted overseas and/or foreign
investment in China-
based issuers, which could result in a material change in your
operations and/or the value
of the securities you are registering for sale. Acknowledge any risks
that any actions by
the Chinese government to exert more oversight and control over
offerings that are
conducted overseas and/or foreign investment in China-based issuers
could significantly
Angela Chen
LianBio
November 28, 2022
Page 3
limit or completely hinder your ability to offer or continue to offer
securities to investors
and cause the value of such securities to significantly decline or be
worthless.
8. Disclose each permission or approval that you or your subsidiaries are
required to obtain
from Chinese authorities to operate your business and to offer the
securities being
registered to foreign investors. State whether you or your
subsidiaries are covered by
permissions requirements from the China Securities Regulatory
Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental
agency that is
required to approve your operations, and state affirmatively whether
you have received all
requisite permissions or approvals and whether any permissions or
approvals have been
denied. Please also describe the consequences to you and your
investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii)
inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you are
required to obtain such
permissions or approvals in the future.
9. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings. Quantify any cash flows and
transfers of other
assets by type that have occurred between the holding company and its
subsidiaries, and
direction of transfer. Quantify any dividends or distributions that a
subsidiary have made
to the holding company and which entity made such transfer, and their
tax consequences.
Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
tax consequences. Your disclosure should make clear if no transfers,
dividends, or
distributions have been made to date. Describe any restrictions on
foreign exchange and
your ability to transfer cash between entities, across borders, and to
U.S. investors.
Describe any restrictions and limitations on your ability to
distribute earnings from the
company, including your subsidiaries, to the parent company and U.S.
investors.
10. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect
or investigate
FirstName LastNameAngela Chen
completely your auditor, and that as a result an exchange may determine
to delist your
Comapany NameLianBio
securities. Disclose whether your auditor is subject to the
determinations announced by
November 28, 2022on
the PCAOB December
Page 3 16, 2021.
FirstName LastName
Angela Chen
FirstName
LianBio LastNameAngela Chen
Comapany 28,
November NameLianBio
2022
November
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We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jimmy McNamara at 202-551-7349 or Joe McCann at
202-551-6262 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Thomas J. Danielski