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United States securities and exchange commission logo
June 10, 2021
Sean Mackay
Chief Executive Officer
IsoPlexis Corporation
35 NE Industrial Rd.
Branford, CT 06405
Re: IsoPlexis
Corporation
Draft Registration
Statement on Form S-1
Submitted May 13,
2021
CIK No. 0001615055
Dear Mr. Mackay:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 13, 2021
Market, Industry and Other Data, page ii
1. Your statements that:
(i) the estimated market and industry data included in the prospectus
is inherently uncertain
and imprecise, (ii) investors are cautioned not to place undue
reliance on such market
and industry data or any other such estimates, and (iii) you have
not independently
verified any third-party information and data from your internal
research has not been
verified by any independent source may imply an inappropriate
disclaimer of
responsibility with respect to the third party information. Please either
delete
these statements or
specifically state that you are liable for such information.
Sean Mackay
FirstName LastNameSean Mackay
IsoPlexis Corporation
Comapany
June NameIsoPlexis Corporation
10, 2021
June 10,
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FirstName LastName
Prospectus Summary
Overview, page 1
2. Please define proteomics and bulk proteomics at first use.
3. We note your statement that your platform has been rapidly adopted
by certain parties.
Your Summary should provide a balanced presentation of your business.
Please provide a
discussion of the challenges you face in scaling your operations,
including your
dependence on converting customers to your platform and that growth
may require you to
incorporate new equipment and implement new technology systems and
laboratory
processes, as referenced on page 13. Please also disclose in the
Summary that your
platform is marketed to customers as research-use-only (RUO) products,
as referenced on
page 27.
Our Platform, page 2
4. Please revise to provide the basis for your statements that your
IsoSpeak software is
capable of rapidly returning "publication quality" content.
Recent Developments, page 5
5. Please revise your disclosure to identify the Sellers that are party
to the Patent Purchase
Agreement, describe the nature and scope of the intellectual property
acquired and
disclose the material rights and obligations of the parties under the
agreement. Please
also file the Patent Purchase Agreement and the Assumption Agreement
as exhibits to the
registration statement or tell us why such filing is not required.
Risk Factors
Risks Related to Our Intellectual Property
Certain of our in-licensed patents are, and our future owned and in-licensed
patents may be,
subject to a reservation of rights..., page 40
6. Please provide additional disclosure regarding the technology or
technologies subject
to march-in rights; the portion of your business that would be
affected by the exercise
of march-in rights; and whether and how you may be compensated in the
event such rights
are exercised.
Risks Related to Our Common Stock and This Offering
Our amended and restated bylaws designate a state or federal court located
within the State of
Delaware as the exclusive forum, page 42
7. Please revise your disclosure to indicate that your forum selection
provision that relates to
certain litigation, including any derivative action, does not apply to
suits brought to
enforce any duty or liability created by the Securities Act or
Exchange Act or the rules
and regulations thereunder, as referenced on page 112. Please also
revise your risk
factor to disclose that there is also a risk that your exclusive forum
provisions may result
Sean Mackay
FirstName LastNameSean Mackay
IsoPlexis Corporation
Comapany
June NameIsoPlexis Corporation
10, 2021
June 10,
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FirstName LastName
in increased costs for investors to bring a claim.
Use of Proceeds, page 53
8. Please revise to identify the principal purposes for which the net
proceeds are intended to
be used and the approximate amount intended to be used for each such
purpose. To the
extent that you do not have a current specific plan for the proceeds,
or a significant portion
thereof, please include a statement to this effect and add related
disclosure under an
appropriate heading in the risk factor section. Refer to Item 504 of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 59
9. We note your disclosure that certain of your suppliers of components
and materials are
single or sole source suppliers. Please revise your disclosure to
identify your sole source
suppliers and the components and/or materials they supply to you.
Please also disclose the
material terms of your agreements with such suppliers. Alternatively,
please explain to us
why such disclosure would not be material to investors. Please also
file your supply
agreements as exhibits to your registration statement or tell us why
you believe such filing
is not required.
Grant Income, page 62
10. We note your disclosure that you are engaged in various Small Business
Innovation
Research grants with the federal government. Please expand your
disclosure in your
Business section to disclose the material terms of these grants,
including any conditions
on funding, obligations under the grants, and the intellectual
property rights of each party.
Alternatively, please explain to us why such disclosure would not be
material to investors.
Results of Operations, page 63
11. Please address the following regarding your research and development
expenses:
Revise to provide a break down of your research and development
expenses by
product candidate. If you do not track your expenses by product
candidate, disclose
that fact.
Revise to provide a breakdown of your research and development
expense by type of
expense.
You disclose at the top of page 64 that a portion of the increase
in research and
development expense was related to a new product released in March
2021. Revise
to identify the new product and quantify the amount of expense
related to that
product.
Critical Accounting Policies and Significant Judgements and Estimates
Share-Based Compensation, page 68
12. Once you have an estimated offering price or range, please explain to
us the reasons for
Sean Mackay
FirstName LastNameSean Mackay
IsoPlexis Corporation
Comapany
June NameIsoPlexis Corporation
10, 2021
June 10,
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FirstName LastName
any differences between the recent valuations of your common stock
leading up to the
initial public offering and the estimated offering price. Please also
explain how you
considered recent preferred stock issuances in your valuation of
common stock. This
information will help facilitate our review of your accounting for
equity issuances
including stock compensation and beneficial conversion features.
Please discuss with the
staff how to submit your response.
13. Revise your table on page 69 to reflect all such equity-based awards
through the date of
the registration statement.
Our Platform, page 74
14. We note your disclosure on page 63 that revenue consists of sales of
instruments and
consumables in addition to service revenue. Please expand your
disclosure to describe the
principal services that you offer to customers.
Rapid data analysis and insights, page 74
15. We note your statement that accelerated insights from your IsoSpeak
software can
significantly shorten drug development timelines. Given the
uncertainty with regard to
drug development, please revise this statement to remove any
implication that use of your
platform successfully mitigates such uncertainty.
Our Product Development Approach, page 80
16. We note your disclosure on page 1 that you are expanding your
capabilities to include
applications for infectious diseases, inflammatory conditions, and
neurological diseases.
We also note your disclosure on page 4 that you intend to further
develop your product
roadmap to integrate sequencing and functional proteomic biology from
single cells to
enable novel applications in discovery biology and on page 3 that your
long term strategy
is ultimately to add additional applications serving clinical
diagnostics research that will
allow you to serve additional markets you believe to be worth
approximately $10 billion.
You also state on page 16 that you intend to launch additional new
products in the next six
to twelve months. Please expand your disclosure in the Business
section to describe your
material research and development projects, including those that are
material to the
implementation of your growth strategy.
Intellectual Property , page 83
17. We note your disclosure on page 38 that you rely on an in-license from
certain third
parties with respect to certain patent rights relating to multiplexed
detection and high
throughput single cell polyomics, certain patent rights relating to
methods and
compositions for quantifying metabolites and certain patent rights
relating to the detection
of target molecules. Please disclose the material terms of this
agreement, including the
nature and scope of the intellectual property transferred, each
parties' rights and
obligations, the duration of the agreement, the royalty rates or range
and the royalty term,
Sean Mackay
FirstName LastNameSean Mackay
IsoPlexis Corporation
Comapany
June NameIsoPlexis Corporation
10, 2021
June 10,
Page 5 2021 Page 5
FirstName LastName
the termination provisions, aggregate amounts paid under the agreement
to date, and the
aggregate future potential milestone payments. Please also provide
this disclosure for the
license agreements referenced on page on F-24 and F-25. With respect
to your license
agreements with Yale University and California Institute of
Technology, please quantify
the value of preferred stock issued to your counterparty at the time
of issuance. Please also
file these agreements as exhibits to the registration statement.
Alternatively, please explain
to us why such filing is not required.
18. Please revise to briefly discuss that your products contain software
licensed by third-party
authors under open source licenses, as referenced on page 41.
19. Please revise your intellectual property disclosure to clearly
identify each material patent
or group of related patents, the type of patent protection granted for
each technology, the
product(s) or product candidate(s) dependent on each patent, related
expiration and
jurisdiction, including any foreign jurisdiction, of each pending or
issued patent. Please
also revise to include your patent disclosure as of a more recent date
and include
applicable disclosure for those patents acquired pursuant to the
Patent Purchase
Agreement.
Employment Agreements , page 97
20. We note your disclosure that Messrs. Strahley and Siesel each executed
an offer letter
with the Company in November 2019 and May 2020, respectively. Please
file such
offer letter agreements as exhibits to your registration statement.
Refer to Item 601(b)(10)
of Regulation S-K.
Principal Stockholders, page 102
21. Please identify the natural person or persons who directly or
indirectly exercise sole or
shared voting and/or dispositive power with respect to the common
stock held by your 5%
stockholders identified in the table on page 102.
Financial Statements
Note 3 - Fair Value Measurements, page F-14
Note 7 - Debt, page F-18
22. Please provide us with additional information regarding your
accounting for the loan
commitment asset of $2.2 million related to the future loan
commitment. evise to identify
the contractual features of the loan comment that led you to conclude
that the commitment
for the second tranche under the Credit Agreement qualifies as a
freestanding financial
instrument required to be recorded at fair value. Tell us the
accounting literature upon
which you relied in assessing these features.
Sean Mackay
IsoPlexis Corporation
June 10, 2021
Page 6
General
23. Please provide us with copies of all written communications, as defined
in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they
retain copies of the communications.
You may contact Jeanne Bennett at 202-551-3606 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Deanna Virginio at 202-551-4530 or Christine Westbrook at 202-551-5019
with any
other questions.
Sincerely,
FirstName LastNameSean Mackay
Division of
Corporation Finance
Comapany NameIsoPlexis Corporation
Office of Life
Sciences
June 10, 2021 Page 6
cc: Matthew Jones, Esq.
FirstName LastName