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United States securities and exchange commission logo
May 13, 2020
Thomas Ulmer
Chief Financial Officer
Immatics B.V.
2130 West Holcombe Boulevard, Suite 900
Houston, Texas 77030
Re: Immatics B.V.
Registration
Statement on Form F-4
Filed April 16,
2020
File No. 333-237702
Dear Mr. Ulmer:
We have reviewed your 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 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.
F-4 filed April 16, 2020
Questions and Answers about the Business Combination and the General
Meeting
Will the management of Immatics change in the Business Combination?,
page 4
1. Discuss here and
elsewhere in your registration statements the significance of the two-tier
board structure.
Explain the roles and responsibilities at each tier. You may choose to
provide a
cross-reference to this discussion.
What will happen in the Business Combination?, page 4
2. Discuss here, or where
you deem appropriate in this section, that TopCo will be the
reporting company and
that it will be a foreign private issuer subject to different reporting
and disclosure
requirements.
Thomas Ulmer
FirstName LastNameThomas Ulmer
Immatics B.V.
Comapany NameImmatics B.V.
May 13, 2020
Page 2
May 13, 2020 Page 2
FirstName LastName
Summary, page 19
3. Discuss any material collaboration and license agreements upon which
the combined
company will rely and why they are material.
4. Disclose here the status of Immatics' product candidates.
5. Quantify the material exchange ratios of the transactions here and
throughout your
registration statement (e.g., the Exchange).
6. We note your reference here to "encouraging early biological efficacy
data observed"
in clinical trials, as well as "promising" preclinical data, in
addition to later disclosure
referencing the "[s]trong potency, usability and commercial viability
of [your] propriety
pipeline." As safety and efficacy determinations are solely within the
FDA's authority and
they continue to be evaluated throughout all phases of clinical
trials, please remove these
and any such references in your prospectus. In the Business section,
you may present
objective data resulting from your trials without including
conclusions related to efficacy.
7. We note your statement that your global team is committed to "rapidly
develop and
advance" the company's therapeutic pipeline here and throughout the
prospectus,
including intent "to accelerate the clinical development." Please
revise this disclosure and
similar statements throughout your prospectus to remove any
implication that you will be
successful in commercializing your product candidates in a rapid or
accelerated manner
as these statements are speculative for you to make.
8. Briefly expand your Summary discussion to disclose the status of
intellectual property that
is material to your portfolio and identify the portfolio item to which
it is material. For
example, state whether you own the intellectual property, whether you
have any patent
applications, or if you license intellectual property. Also indicate
any license upon which
your research and development depends.
The Business Combination, page 21
9. Please discuss here, in your Background the Combination section, and
anywhere else you
deem appropriate the factors that determine the ownership percentages.
ARYA Board's Reasons for Approval of the Business Combination, page 26
10. Expand your disclosure to discuss the specific expertise of ARYA's
board of directors.
11. For balance, discuss the countervailing factors ARYA's board
considered when
determining to pursue the combination.
Material Tax Consequences, page 32
12. We note that you will file tax opinions as exhibits to your
registration statement. Please
disclose here, in your Material Tax Considerations section, and
anywhere else you deem
appropriate that you have sought tax opinions.
Thomas Ulmer
FirstName LastNameThomas Ulmer
Immatics B.V.
Comapany NameImmatics B.V.
May 13, 2020
Page 3
May 13, 2020 Page 3
FirstName LastName
Risk Factors
Immatics will need additional financing to fund its operations and complete the
development and
commercialization of its various product..., page 39
13. We note that you state that Immatics will need to obtain additional
financing to fund its
future operations, including completing the development and
commercialization of its
product candidates. Please expand your disclosure to specify the
programs that will be
advanced and how far into development or commercialization you expect
to reach with
current levels of funding. You may provide a cross-reference to this
information.
The use of Immatics' and Immatics US's net operating loss carryforwards and
research tax
credits may be limited..., page 92
14. Please quantify Immatics potential limitations on net operating
losses.
Background of the Combination, page 129
15. Discuss in greater detail the material alternatives ARYA considered
prior to deciding to
solely pursuing a combination with Immatics. Discuss with specificity
the factors ARYA
evaluated when determining what would be a suitable business
competition opportunity.
16. Provide background on the negotiations among the parties that led to
the material terms of
the combination agreement. Discuss, among other matters you deem
material, how the
parties determined the ownership structure of the post-combination
entity. Also discuss
the negotiations regarding the material terms of the PIPE Financing.
Business of Immatics and Certain Information about Immatics
Overview, page 201
17. Please delete your references to Immatics being a "global leader" in
the development of
TCR-based immunotherapies as it implies the approval of your product
candidates. Given
the development stage of your product candidates it is premature for
you to suggest that
your product candidates are effective and will be approved.
Figure 1. Immatics' proprietary pipeline and milestones., page 202
18. Please revise your chart and graphics so that all information is
clearly legible and readers
are able to tell what the graphic is intended to describe. For
example, where necessary,
please enlarge the chart here so that the axes and legends are
legible.
19. Please revise your chart to indicate the material stages you will need
to complete before
marketing your products. For instance, please add Phase III to your
chart. Please also
clearly indicate what each column is intended to describe and show,
including by adding
vertical lines to denote development status.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
Thomas Ulmer
Immatics B.V.
May 13, 2020
Page 4
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Li Xiao at (202) 551-4391 or Al Pavot at (202) 551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Courtney Lindsay at (202) 551-7237 or Celeste Murphy at (202) 551-3257 with any
other
questions.
FirstName LastNameThomas Ulmer Sincerely,
Comapany NameImmatics B.V.
Division of
Corporation Finance
May 13, 2020 Page 4 Office of Life
Sciences
FirstName LastName