SEC Comment Letter for ARGENX SE (ARGX) (CIK 0001697862) (ARGX) — May 5, 2017
ARGENX SE (ARGX) (CIK 0001697862)
Date: May 5, 2017 · CIK: 0001697862 · Accession: 0000000000-17-015913
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-217417
Letter
Mail Stop 4546 May 5, 2017 Tim Van Hauwermeiren Chief Executive Officer argenx SE Willemstraat 5 4811 AH, Breda, the Netherlands
Re: argenx SE Amendment No. 1 to Registration Statement on Form F -1 Filed May 4, 2017 File No. 333-217417
Dear Mr. Van Hauwermeiren:
We have reviewed your amended 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 amendme nt 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 these comments, we may have additional comments.
Exhibit 8 .1
1. It appears that you inte nd to use a short -form tax opinion. Please have counsel revise Section 3. Opinion to clearly state that the disclosure under the headings “ Dutch Tax Consequences Prior To Our Redomiciliation ” and “ Dutch Tax Consequences Upon Completion of Our Redomiciliati on” is the opinion of counsel. Please also revise the disclosure under these headings in the prospectus to clearly state that it is the opinion of counsel and to identify and articulate the opinions be ing rendered by counsel . Please ensure that you provid e a firm opinion for each material tax consequence or explain why such an opinion cannot be given. Please also remove the language throughout stating that
Tim Van Hauwermeiren argenx SE May 5, 2017 Page 2
these sections are summaries. Refer to Section I II of Staff Legal Bulletin No. 19 for guidance.
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 J askot, Special Counsel, at (202) 551 -3442 with any other questions.
Sincerely,
/s/ Erin K. Jaskot, for
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Mail Stop 4546
May 5, 2017
Tim Van Hauwermeiren
Chief Executive Officer
argenx SE
Willemstraat 5
4811 AH, Breda, the Netherlands
Re: argenx SE
Amendment No. 1 to
Registration Statement on Form F -1
Filed May 4, 2017
File No. 333-217417
Dear Mr. Van Hauwermeiren:
We have reviewed your amended 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 amendme nt 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 these comments, we may have additional comments.
Exhibit 8 .1
1. It appears that you inte nd to use a short -form tax opinion. Please have counsel revise
Section 3. Opinion to clearly state that the disclosure under the headings “ Dutch Tax
Consequences Prior To Our Redomiciliation ” and “ Dutch Tax Consequences Upon
Completion of Our Redomiciliati on” is the opinion of counsel. Please also revise the
disclosure under these headings in the prospectus to clearly state that it is the opinion of
counsel and to identify and articulate the opinions be ing rendered by counsel . Please
ensure that you provid e a firm opinion for each material tax consequence or explain why
such an opinion cannot be given. Please also remove the language throughout stating that
Tim Van Hauwermeiren
argenx SE
May 5, 2017
Page 2
these sections are summaries. Refer to Section I II of Staff Legal Bulletin No. 19 for
guidance.
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 J askot, Special
Counsel, at (202) 551 -3442 with any other questions.
Sincerely,
/s/ Erin K. Jaskot, for
Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance
cc: Edwin O’Connor
Goodwin Procter LLP