Correspondence 0001213900-23-068471 from Jyong Biotech Ltd. (MENS)
Jyong Biotech Ltd.
Date: Aug. 17, 2023 · CIK: 0001954488 · Accession: 0001213900-23-068471
AI Filing Summary & Sentiment
Reasoning
Referenced dates: July 21, 2023
Letter
Via EDGAR Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission Doris Stacey Gama Joe McCann Re: Jyong Biotech Ltd. Response to the Staff’s Comments on Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted July 5, 2023 with CIK No. 0001954488
Dear Sir and Madam:
On behalf of our client, Jyong Biotech Ltd., a Cayman Islands exempted company (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 21, 2023 on the Company’s Draft Registration Statement on Form F-1 previously submitted on July 5, 2023 (the “Second Revised Draft Registration Statement”).
Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Commission.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Prospectus Summary
Overview, page 1
1. We note your response to prior comment 2. Please:
● Revise the Summary to explain briefly the terms “carotenoid” and “chylomicron” in order to provide context for your use of the term “carotenoid chylomicrons.”
● Revise the Business section to identify clearly the active pharmaceutical ingredients and tell us whether all active ingredients are “plant-derived.” In this regard, it is unclear whether “PL, PF, PE, TC and BC” are active ingredients or biomarkers, and whether these are two-letter abbreviations used in the scientific community to represent a specific carotenoid, chylomicron, or something else.
In response to the Staff’s comments, the Company has revised the disclosure in the Registration Statement on pages 1, 2, 75, 96 and 104 in accordance with the Staff’s instructions.
2. We note your response to prior comment 3. Please revise the prospectus to disclose the information provided in your response. In addition, please identify AP-1 and AP-2, or advise. With regard to the third sentence, explain to us how two different ingredients can have the same composition.
In response to the Staff’s comments, the Company has revised the disclosure in the Registration Statement on page 2 in accordance with the Staff’s instructions.
Benign Prostatic Hyperplasia, page 91
3. We note your revised disclosure on page 92 in response to prior comment 6. Regarding FDA Approval status of MCS-2, please revise the language so that it does not imply that FDA approval is forthcoming.
In response to the Staff’s comments, the Company has revised the disclosure in the Registration Statement on page 92 in accordance with the Staff’s instructions.
Overall summary and conclusions, page 105
4. We note your response to our prior comment 11 regarding having to conduct additional Phase I studies per FDA requirements. Please disclose why the FDA required additional Phase I studies.
In response to the Staff’s comments, the Company has revised the disclosure in the Registration Statement on page 105 in accordance with the Staff’s instructions.
If you have any questions regarding the Registration Statement, please contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.
Very truly yours,
/s/ Yang Ge
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DLA Piper UK LLP Beijing Representative Office
20th Floor, South Tower, Beijing Kerry Center
1 Guanghua Road, Chaoyang District
Beijing 100020, China
T +86 10 8520 0600
F +86 10 8520 0700
W www.dlapiper.com
August 17, 2023
Via EDGAR
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
Washington, D.C. 20549
Attn.:
Ibolya Ignat
Mary Mast
Doris Stacey Gama
Joe McCann
Re: Jyong Biotech Ltd.
Response to the Staff’s Comments on Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted July 5, 2023 with CIK
No. 0001954488
Dear Sir and Madam:
On behalf of our client,
Jyong Biotech Ltd., a Cayman Islands exempted company (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to
the comments contained in the Staff’s letter dated July 21, 2023 on the Company’s Draft Registration Statement on Form F-1
previously submitted on July 5, 2023 (the “Second Revised Draft Registration Statement”).
Concurrently with the
submission of this letter, the Company is filing its registration statement on Form F-1 (the “Registration Statement”)
and certain exhibits via EDGAR to the Commission.
The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement
where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Registration Statement.
Prospectus Summary
Overview, page 1
1.
We note your response to prior comment 2. Please:
● Revise the Summary to explain briefly the terms “carotenoid”
and “chylomicron” in order to provide context for your use of the term “carotenoid chylomicrons.”
● Revise the Business section to identify clearly the active
pharmaceutical ingredients and tell us whether all active ingredients are “plant-derived.” In this regard, it is unclear
whether “PL, PF, PE, TC and BC” are active ingredients or biomarkers, and whether these are two-letter abbreviations used
in the scientific community to represent a specific carotenoid, chylomicron, or something else.
In response to the Staff’s comments,
the Company has revised the disclosure in the Registration Statement on pages 1, 2, 75, 96 and 104 in accordance with the Staff’s instructions.
2.
We note your response to prior comment 3. Please
revise the prospectus to disclose the information provided in your response. In addition, please identify AP-1 and AP-2, or advise.
With regard to the third sentence, explain to us how two different ingredients can have the same composition.
In response to the Staff’s
comments, the Company has revised the disclosure in the Registration Statement on page 2 in accordance with the Staff’s
instructions.
Benign Prostatic Hyperplasia, page 91
3.
We note your revised disclosure on page 92 in response
to prior comment 6. Regarding FDA Approval status of MCS-2, please revise the language so that it does not imply that FDA approval
is forthcoming.
In response to the Staff’s comments,
the Company has revised the disclosure in the Registration Statement on page 92 in accordance with the Staff’s instructions.
Overall summary and conclusions, page 105
4.
We note your response to our prior comment 11 regarding
having to conduct additional Phase I studies per FDA requirements. Please disclose why the FDA required additional Phase I studies.
In response to the Staff’s comments,
the Company has revised the disclosure in the Registration Statement on page 105 in accordance with the Staff’s instructions.
If you have any questions
regarding the Registration Statement, please contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.
Very truly yours,
/s/ Yang Ge
Yang
Ge
cc: Yang Ge