SecProbe.io

November 19, 2019
Emily M. Leproust, Ph.D.
President, Chief Executive Officer and Director
Twist Bioscience Corp
681 Gateway Blvd.
South San Francisco, CA 94080
Re:Twist Bioscience Corp
Registration Statement on Form S-3
Filed November 6, 2019
File No. 333-234538
Dear Dr. Leproust:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 the comment, we may have additional comments.
Registration Statement on Form S-3
Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws, page 6
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under
the Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. If this provision does not
apply to actions arising under the Exchange Act, please also ensure that the exclusive
forum provision in the governing documents states this clearly, or tell us how you will
inform investors in future filings that the provision does not apply to any actions arising
under the Exchange Act.  We also note that your forum selection provision identifies the
federal district courts of the United States of America as the exclusive forum for resolving

 FirstName LastNameEmily M. Leproust, Ph.D.
 Comapany NameTwist Bioscience Corp
 November 19, 2019 Page 2
 FirstName LastName
Emily M. Leproust, Ph.D.
Twist Bioscience Corp
November 19, 2019
Page 2
any complaint asserting a cause of action arising under the Securities Act. We 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. Please revise your prospectus to specifically state that
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.
            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 Chris Edwards at (202) 551-6761 or Irene Paik at (202) 551-6553 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew D. Thorpe, Esq.