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United States securities and exchange commission logo
July 16, 2021
Sean Mackay
Chief Executive Officer
IsoPlexis Corporation
35 NE Industrial Rd.
Branford, CT 06405
Re: IsoPlexis
Corporation
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted July 2,
2021
CIK No. 0001615055
Dear Mr. Mackay:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
July 2, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operation
Overview, page 59
1. We note your response
to our prior comment 9. Please expand your disclosure in this
section to disclose
that you do not have supply agreements with certain suppliers
of critical components
and materials beyond purchase orders, as referenced on page 25.
Sean Mackay
FirstName LastNameSean Mackay
IsoPlexis Corporation
Comapany
July NameIsoPlexis Corporation
16, 2021
July 16,
Page 2 2021 Page 2
FirstName LastName
Business
Intellectual Property, page 87
2. We note your response to our prior comment 19, which we reissue in
part. Please revise
to disclose the scope of patent protection and products or processes
to which such patents
relate for your issued patents. Please also revise to segregate patent
expiry for your issued
patents and patent applications. Please also disclose the applicable
foreign jurisdictions for
your issued patents. Please consider tabular disclosure in addition to
the narrative
provided.
License Agreements, page 90
3. We refer to your disclosure on page 90 relating to the additional
patent rights you licensed
under the amended Yale Agreement in January 2018. Please expand your
disclosure to
clearly identify the nature and scope of the patent rights that you
in-licensed. Please also
revise your disclosure to include when the last-to-expire licensed
patent right under the
Yale Agreement is scheduled to expire and the aggregate amounts paid
to date under the
Yale Agreement.
4. We refer to your disclosure on page 91 relating to your Caltech
Agreement. Please revise
your disclosure to include when the last-to-expire licensed patent
right under the Caltech
Agreement is scheduled to expire. Please also clarify whether there
are any potential
future milestone payments.
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 Jane Park at 202-551-7439 or Christine Westbrook at 202-551-5019 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Matthew Jones, Esq.