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SEC Comment Letter for BICYCLE THERAPEUTICS PLC (BCYC) (CIK 0001761612) (BCYC) — May 16, 2019

BICYCLE THERAPEUTICS PLC (BCYC) (CIK 0001761612)
Date: May 16, 2019 · CIK: 0001761612 · Accession: 0000000000-19-008645

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File numbers found in text: 333-231076

Date
May 16, 2019
Author
Lee Kalowski
Form
UPLOAD
Company
BICYCLE THERAPEUTICS PLC (BCYC) (CIK 0001761612)

Letter

May 16, 2019 Lee Kalowski Chief Financial Officer Bicycle Therapeutics Ltd. 4 Hartwell Place Lexington, Massachusetts 02421 Re:Bicycle Therapeutics Ltd. Amendment No. 1 to Registration Statement on Form S-1 Filed May 13, 2019 File No. 333-231076 Dear Mr. Kalowski: We have reviewed your amended registration statement and have the following 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 these comments, we may have additional comments. Amendment No. 1 to Form S-1 filed on May 31, 2019 Summary Consolidated Financial Data Statement of Operations Data, page 13 1.We note from your disclosure on page 11 that you intend to grant options to purchase an aggregate of 1,311,061 ordinary shares to certain of your directors and officers upon the effectiveness of this registration statement. Please expand your disclosure to provide a narrative description of the pro forma effects of this transaction to the extent that the grant would materially impact your net loss and pro forma net loss per share attributable to ordinary shareholders, basic and diluted, in accordance with Article 11 of Regulation S-X. Your disclosure should include the impact of the transaction by income statement line item, as applicable. You may contact Jim Dunn at (202) 551-3724 or Isaac Esquivel at (202) 551-3395 if you have questions regarding comments on the financial statements and related matters. Please

FirstName LastNameLee Kalowski Comapany NameBicycle Therapeutics Ltd. May 16, 2019 Page 2 FirstName LastName Lee Kalowski Bicycle Therapeutics Ltd. May 16, 2019 Page 2 contact Liz Walsh at (202) 551-3696 or Chris Edwards at (202) 551-6761 with any other questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance cc: Jonathan Schur

Show Raw Text
May 16, 2019
Lee Kalowski
Chief Financial Officer
Bicycle Therapeutics Ltd.
4 Hartwell Place
Lexington, Massachusetts 02421
Re:Bicycle Therapeutics Ltd.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 13, 2019
File No. 333-231076
Dear Mr. Kalowski:
            We have reviewed your amended registration statement and have the following
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 these comments, we may have additional comments.
Amendment No. 1 to Form S-1 filed on May 31, 2019
Summary Consolidated Financial Data
Statement of Operations Data, page 13
1.We note from your disclosure on page 11 that you intend to grant options to purchase an
aggregate of 1,311,061 ordinary shares to certain of your directors and officers upon the
effectiveness of this registration statement.  Please expand your disclosure to provide a
narrative description of the pro forma effects of this transaction to the extent that the grant
would materially impact your net loss and pro forma net loss per share attributable to
ordinary shareholders, basic and diluted, in accordance with Article 11 of Regulation
S-X.  Your disclosure should include the impact of the transaction by income statement
line item, as applicable.
            You may contact Jim Dunn at (202) 551-3724 or Isaac Esquivel at (202) 551-3395 if you
have questions regarding comments on the financial statements and related matters.  Please

 FirstName LastNameLee Kalowski
 Comapany NameBicycle Therapeutics Ltd.
 May 16, 2019 Page 2
 FirstName LastName
Lee Kalowski
Bicycle Therapeutics Ltd.
May 16, 2019
Page 2
contact Liz Walsh at (202) 551-3696 or Chris Edwards at (202) 551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jonathan Schur