SEC Comment Letter for MESOBLAST LTD (MESO, MEOBF) (CIK 0001345099) (MESO) — Jul 24, 2015
MESOBLAST LTD (MESO, MEOBF) (CIK 0001345099)
Date: July 24, 2015 · CIK: 0001345099 · Accession: 0000000000-15-038388
AI Filing Summary & Sentiment
Reasoning
Letter
July 23, 2015 Via E -mail Silviu Itescu Chief Executive Officer Mesoblast Limited Level 38 55 Collins Street Melbourne 3000 Australia
Re: Mesoblast Limited Draft Registration Statement on Form F -1 Submitted June 26, 2015 CIK No. 0001345099
Dear Mr. Itescu:
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 app ly 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 regis tration statement, we may have additional comments.
General
1. Please expand your disclosure to include the names of the lead underwriters. Please note that we will defer further review of any revised registration statement that does not include the name s of the lead underwriters.
Business MPC -300-IV for the Treatment of Diabetic Complications, Including Kidney Disease Ongoing Phase 2 Trial for Kidney Disease Complicating Type 2 Diabetes, page 115
2. In the second paragraph of this section, on page 116, you state that in June of 2015 you announced the results of a phase 2 trial in patients with diabetic nephropathy at the 75th annual meeting of the American Diabetes Association. Please re vise your disclosure to
Silviu Itescu Mesoblast Limited July 23, 2015 Page 2
clarify , if true, that these were interim results for your ongoin g phase 2 clinical trial of MPC -300-IV.
Principal Shareholders, page 160
3. Please revise your beneficial ownership table so that it is as of the most recent practicable date, not to exceed two weeks from the date of your registration statement .
Othe r Comments
4. We note that there are a number of additional exhibits that still need to be filed. Please provide these exhibits as promptly as possible. Please note that we may have comments on these materials once they are provided.
5. Please confirm that the graphics included in your registration statement are the only graphics you will use in your prospectus. If those are not the only graphics, please provide any additional graphics prior to their use for our review.
If you intend t o respond to these comments with an amended draft registration statement, please submit it and any associated correspondence in accordance with the guidance we provide in the Division’s October 11, 2012 announcement on the SEC website at http://www.sec.gov /divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.
Please keep in mind that we may publicly post filing review correspondence in accordance with our December 1, 2011 policy (http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespo ndence.htm). If you intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the correspondence you submit on EDGAR, please properly mark that information in each of your confidential submissions to us so we do not repeat or refer to that information in our comment letters to you.
You may contact Vanessa Robertson at (202) 551 -3649 or Lisa Vanjoske at (202) 551 - 3614 if you have questions regarding comments on the financial statements and related matters. Please contact Johnny Gharib at (202) 551 -3170, Dan Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any other questions.
Sincerely,
/s/ Daniel Greenspan for
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July 23, 2015 Via E -mail Silviu Itescu Chief Executive Officer Mesoblast Limited Level 38 55 Collins Street Melbourne 3000 Australia Re: Mesoblast Limited Draft Registration Statement on Form F -1 Submitted June 26, 2015 CIK No. 0001345099 Dear Mr. Itescu: 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 app ly 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 regis tration statement, we may have additional comments. General 1. Please expand your disclosure to include the names of the lead underwriters. Please note that we will defer further review of any revised registration statement that does not include the name s of the lead underwriters. Business MPC -300-IV for the Treatment of Diabetic Complications, Including Kidney Disease Ongoing Phase 2 Trial for Kidney Disease Complicating Type 2 Diabetes, page 115 2. In the second paragraph of this section, on page 116, you state that in June of 2015 you announced the results of a phase 2 trial in patients with diabetic nephropathy at the 75th annual meeting of the American Diabetes Association. Please re vise your disclosure to Silviu Itescu Mesoblast Limited July 23, 2015 Page 2 clarify , if true, that these were interim results for your ongoin g phase 2 clinical trial of MPC -300-IV. Principal Shareholders, page 160 3. Please revise your beneficial ownership table so that it is as of the most recent practicable date, not to exceed two weeks from the date of your registration statement . Othe r Comments 4. We note that there are a number of additional exhibits that still need to be filed. Please provide these exhibits as promptly as possible. Please note that we may have comments on these materials once they are provided. 5. Please confirm that the graphics included in your registration statement are the only graphics you will use in your prospectus. If those are not the only graphics, please provide any additional graphics prior to their use for our review. If you intend t o respond to these comments with an amended draft registration statement, please submit it and any associated correspondence in accordance with the guidance we provide in the Division’s October 11, 2012 announcement on the SEC website at http://www.sec.gov /divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm. Please keep in mind that we may publicly post filing review correspondence in accordance with our December 1, 2011 policy (http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespo ndence.htm). If you intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the correspondence you submit on EDGAR, please properly mark that information in each of your confidential submissions to us so we do not repeat or refer to that information in our comment letters to you. You may contact Vanessa Robertson at (202) 551 -3649 or Lisa Vanjoske at (202) 551 - 3614 if you have questions regarding comments on the financial statements and related matters. Please contact Johnny Gharib at (202) 551 -3170, Dan Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any other questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director Silviu Itescu Mesoblast Limited July 23, 2015 Page 3 cc: Via E -mail Megan Baier, Esq. Wilson Sonsini Goodrich & Rosati, P.C.