Correspondence 0001193125-25-002183 from Beta Bionics, Inc. (BBNX)
Beta Bionics, Inc.
Date: Jan. 6, 2025 · CIK: 0001674632 · Accession: 0001193125-25-002183
AI Filing Summary & Sentiment
Referenced dates: December 19, 2024
Letter
Office of Industrial Applications and Services Division of Corporation Finance Re: Beta Bionics, Inc. Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted December 16, 2024 CIK No. 0001674632
Dear Ms. Sherman, Ms. Baker, Mr. Grana and Ms. Nguyen:
On behalf of our client, Beta Bionics, Inc. (the “Company”), we submit this letter in response to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 19, 2024 (the “Comment Letter”) with respect to the Company’s Confidential Amendment No. 3 to Draft Registration Statement on Form S-1 submitted to the Commission on December 13, 2024. Concurrently with the submission of this response letter, the Company is filing a Registration Statement on Form S-1 (the “Registration Statement”). In addition to addressing the comments raised by the Staff in the Comment Letter, the Company has included other revisions and updates to its disclosure in the Registration Statement.
For ease of reference, set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, which for your convenience we have incorporated into this response letter. Page references in the text of this response letter correspond to the page numbers of the Registration Statement. Capitalized terms used in this response letter but not otherwise defined herein have the meanings set forth in the Registration Statement.
Amendment No. 3 to Draft Registration Statement on Form S-1 submitted December 16, 2024
Prospectus Summary
Commercial Opportunity and Strategy, page 3
1. We note your response to comment 1. Please revise to explain the reasonableness of the assumption that all current users of MDI will be fully converted to pumps in your $4 Billion Total Addressable Market estimate. In your discussion, further describe your bases for this assumption in light of various factors, including your current competitive position, prior and current adoption rates and estimated timeframes.
Response: In response to the Staff’s comment, the Company has revised its disclosure as requested on pages 4 and 154 of the Registration Statement.
Cooley LLP 10265 Science Center Drive San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com
January 6, 2025
Page Two
Management, page 198
2. We note your disclosure that your executive chairman and various directors intend to resign from your board of directors. Please revise to discuss the reason for their resignation.
Response: In response to the Staff’s comment, the Company has revised its disclosure as requested on page 205 of the Registration Statement.
* * *
Please contact me at (858) 550-6157 or Charles S. Kim at (858) 550-6049 with any questions or further comments regarding our response to the Staff’s Comment Letter.
Sincerely,
/s/ Carlos Ramirez
Show Raw Text
CORRESP 1 filename1.htm CORRESP Carlos Ramirez By EDGAR +1 858 550 6157 cramirez@cooley.com January 6, 2025 Julie Sherman Jeanne Baker Juan Grana Lauren Nguyen Office of Industrial Applications and Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Beta Bionics, Inc. Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted December 16, 2024 CIK No. 0001674632 Dear Ms. Sherman, Ms. Baker, Mr. Grana and Ms. Nguyen: On behalf of our client, Beta Bionics, Inc. (the “Company”), we submit this letter in response to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 19, 2024 (the “Comment Letter”) with respect to the Company’s Confidential Amendment No. 3 to Draft Registration Statement on Form S-1 submitted to the Commission on December 13, 2024. Concurrently with the submission of this response letter, the Company is filing a Registration Statement on Form S-1 (the “Registration Statement”). In addition to addressing the comments raised by the Staff in the Comment Letter, the Company has included other revisions and updates to its disclosure in the Registration Statement. For ease of reference, set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, which for your convenience we have incorporated into this response letter. Page references in the text of this response letter correspond to the page numbers of the Registration Statement. Capitalized terms used in this response letter but not otherwise defined herein have the meanings set forth in the Registration Statement. Amendment No. 3 to Draft Registration Statement on Form S-1 submitted December 16, 2024 Prospectus Summary Commercial Opportunity and Strategy, page 3 1. We note your response to comment 1. Please revise to explain the reasonableness of the assumption that all current users of MDI will be fully converted to pumps in your $4 Billion Total Addressable Market estimate. In your discussion, further describe your bases for this assumption in light of various factors, including your current competitive position, prior and current adoption rates and estimated timeframes. Response: In response to the Staff’s comment, the Company has revised its disclosure as requested on pages 4 and 154 of the Registration Statement. Cooley LLP 10265 Science Center Drive San Diego, CA 92121 t: (858) 550-6000 f: (858) 550-6420 cooley.com January 6, 2025 Page Two Management, page 198 2. We note your disclosure that your executive chairman and various directors intend to resign from your board of directors. Please revise to discuss the reason for their resignation. Response: In response to the Staff’s comment, the Company has revised its disclosure as requested on page 205 of the Registration Statement. * * * Please contact me at (858) 550-6157 or Charles S. Kim at (858) 550-6049 with any questions or further comments regarding our response to the Staff’s Comment Letter. Sincerely, /s/ Carlos Ramirez Carlos Ramirez cc: Sean Saint, Chief Executive Officer, Beta Bionics, Inc. Stephen Feider, Chief Financial Officer, Beta Bionics, Inc. Charles S. Kim, Cooley LLP Mark Weeks, Cooley LLP Nathan Ajiashvili, Latham & Watkins LLP Ross McAloon, Latham & Watkins LLP Matthew T. Bush, Latham & Watkins LLP Cooley LLP 10265 Science Center Drive San Diego, CA 92121 t: (858) 550-6000 f: (858) 550-6420 cooley.com