SEC Comment Letter for ARGENX SE (ARGX) (CIK 0001697862) (ARGX) — May 3, 2017
ARGENX SE (ARGX) (CIK 0001697862)
Date: May 3, 2017 · CIK: 0001697862 · Accession: 0000000000-17-015505
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File numbers found in text: 333-217417
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Mail Stop 4546
May 2, 2017
Tim Van Hauwermeiren
Chief Executive Officer
argenx N.V.
Willemstraat 5
4811 AH, Breda, the Netherlands
Re: argenx N.V.
Registration Statement on Form F -1
Filed April 21, 2017
File No. 333-217417
Dear Mr. Van Hauwermeiren :
We have reviewed your 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 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 respon se to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our April 19, 2017 letter .
Overview of Our Anticipated Restructuring and Redomiciliation, page 161
1. We note your response to our prior comment 1 , but we are unable to agree with your
analysis with respect to the proposed redomiciliation from the Netherlands to Belgium
following completion of the offering . Please confirm to us that you intend to register the
offer of securities in the redomiciliation under the Securities Act of 1933 or seek no -
action relief .
Tim Van Hauwermeiren
argenx N.V.
May 2, 2017
Page 2
Risks Related to Our Organization and Operations, page 58
We are exposed to unanticipated changes in tax laws and regulations, page 62
2. We note your disclosure that some of your tax loss carry forwards may be forfeited as a
result of transactions in the third sentence in the last paragraph of this risk factor . Please
clarify whether the transactions you are referring to are the proposed redomiciliation and
restructuring .
Collaborations, page 136
3. We note your response to our prior comment 4. Please provide us with additional
analysis as to why you believe that your agreement with AbbVie is not a material
contract pursuant to Item 601(b)(10) of Regulation S -K. Please address the past and
potential pa yments under the AbbVie agreement and their contribution to revenue in your
response.
Description of Sha re Capital, page 189
Preemptive Rights, page 190
4. We note your response to our prior comment 5. Please disclose whether the limitation or
restriction of preemption rights could be used as a potential anti -takeover measure.
We remind you that the compan y 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.
You may contact Sasha Parikh at (202) 551 -3627 or Kevin Vaughn, Accounting Branch
Chief, at (202) 551 -3494 if you have questions regarding comments on the financial statements
and related matters. Please contact Ada D. Sarmento at (202) 551 -3798 or Erin Jaskot, Special
Counsel, at (202) 551 -3442 with any other questions.
Sincerely,
/s/ Erin K. Jaskot, for
Suzanne Hayes
Assis tant Director
Office of Healthcare and Insurance
cc: Edwin O’Connor
Goodwin Procter LLP