SEC Comment Letter for BeOne Medicines Ltd. (ONC, BEIGF) (CIK 0001651308) (ONC) — Feb 1, 2016
BeOne Medicines Ltd. (ONC, BEIGF) (CIK 0001651308)
Date: Feb. 1, 2016 · CIK: 0001651308 · Accession: 0000000000-16-063267
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4720 February 1, 2016 Via E -mail John V. Oyler Chief Executive Officer and Chairman BeiGene, Ltd. c/o Mourant Ozannes Corporate Services (Cayman) Limited 94 Solaris Avenue, Camana Bay Grand Cayman KY1 -1108 Cayman Islands
Re: BeiGene, Ltd. Amendment No. 3 to Registration Statement on Form S -1 Filed January 19, 2016 File No. 333 -207459
Dear Mr. Oyler:
We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement as requested . If you do not believe this comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in a response.
After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments.
Description of Share Capita l
Claims Against the Company, page 239
1. Please include a new risk factor that addresses how the fee -shifting provision you intend to include in your amended articles of association may discourage shareholder lawsuits that could benefit you and your shareholders. To the extent you intend to apply this provision to claims under the federal securities laws, including claims involving the current offering, please disclose as such in your risk factor. In addition, it appears that the board of directors may waive this provision. Please expand your di sclosure on page 239 to clarify the circumstances under which the board may determine not to enforce this provision.
John V. Oyler BeiGene, Ltd. February 1, 2016 Page 2
You may contact Rolf Sundwell at (202) 551 -3105 or Joel Parker at (202) 551 -3651 if you have questions regarding comments on the financia l statements and related matters. Please contact Scot Foley at (202) 551 -3383, Erin E. Martin at (202) 551 -3391 or me at (202) 551 -3675 with any other questions.
Sincerely,
/s/ Erin E. Martin for
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Mail Stop 4720 February 1, 2016 Via E -mail John V. Oyler Chief Executive Officer and Chairman BeiGene, Ltd. c/o Mourant Ozannes Corporate Services (Cayman) Limited 94 Solaris Avenue, Camana Bay Grand Cayman KY1 -1108 Cayman Islands Re: BeiGene, Ltd. Amendment No. 3 to Registration Statement on Form S -1 Filed January 19, 2016 File No. 333 -207459 Dear Mr. Oyler: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement as requested . If you do not believe this comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in a response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Description of Share Capita l Claims Against the Company, page 239 1. Please include a new risk factor that addresses how the fee -shifting provision you intend to include in your amended articles of association may discourage shareholder lawsuits that could benefit you and your shareholders. To the extent you intend to apply this provision to claims under the federal securities laws, including claims involving the current offering, please disclose as such in your risk factor. In addition, it appears that the board of directors may waive this provision. Please expand your di sclosure on page 239 to clarify the circumstances under which the board may determine not to enforce this provision. John V. Oyler BeiGene, Ltd. February 1, 2016 Page 2 You may contact Rolf Sundwell at (202) 551 -3105 or Joel Parker at (202) 551 -3651 if you have questions regarding comments on the financia l statements and related matters. Please contact Scot Foley at (202) 551 -3383, Erin E. Martin at (202) 551 -3391 or me at (202) 551 -3675 with any other questions. Sincerely, /s/ Erin E. Martin for Suzanne Hayes Assistant Director Office of Healthcare and I nsurance cc: Mitchell S. Bloom Michael J. Kendall Edwin M. O'Connor Goodwin Procter LLP