View:
United States securities and exchange commission logo
November 2, 2020
Anthony D'Adamio, Esq.
Senior Vice President and General Counsel
Bioventus Inc.
4721 Emperor Boulevard, Suite 400
Durham, North Carolina 27703
Re: Bioventus Inc.
Draft Registration
Statement on Form S-1
Submitted October
6, 2020
CIK No. 0001665988
Dear Mr. D'Adamio:
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 October 6, 2020
Prospectus Summary
Summary of the Transactions, page 6
1. To facilitate an
understanding of the transactions, please prominently identify the
reorganization and
related agreements as an Up-C transaction. This should also be
stated elsewhere in the
prospectus where the transactions are discussed. In addition, please
expand your disclosure
to explain the business or strategic rationale for why this particular
structure was selected,
including any material ways in which the structure benefits the
company and other
related parties. Conflicts of interest related to such benefits should be
discussed in the Risk
Factors section.
Anthony D'Adamio, Esq.
Bioventus Inc.
November 2, 2020
Page 2
2. Please include a diagram depicting your organizational structure
before giving effect to
the pre-IPO reorganization transactions. This diagram, as well as the
diagram of your
organizational structure after the offering, should provide additional
detail, including
identifying all the legal entities, the percentage of ownership of
each legal entity, the form
of each entity (LLC or corporation, for example), the percentage of
shares held by public
stockholders and pre-IPO owners, in what form (common or preferred),
and the relative
voting and economic rights of each (to the extent they differ).
3. Please include a discussion in the Summary of any material limitations
on the Class A
common stock investors will purchase in the offering, including any
limits on voting and
economic rights in relation to pre-IPO shareholders.
4. Please revise your discussion of the Tax Receivable Agreement in the
Summary and
throughout the prospectus to quantify the likely tax benefits to be
realized and paid to the
Continuing LLC Owners. In this regard we note the disclosure of the
potential totals and
termination payments on page 98.
Risk Factors
We have broad discretion over the use of the net proceeds from this
offering..., page 81
5. Please clarify in this risk factor that the company will use the net
proceeds of the offering
to purchase newly-issued LLC interests from Bioventus LLC, and that
the company, as
the sole managing member of Bioventus LLC, will then use its
discretion to direct how
Bioventus LLC will use the proceeds from the sale of LLC interests.
Use of Proceeds, page 87
6. We note your disclosure in the Use of Proceeds that you will cause
Bioventus LLC to use
the proceeds received from the purchase by the company of the
newly-issued LLC
interests for "general corporate purposes". We also note your
statements that you "cannot
specify with certainty all of the particular uses for the net proceeds
to be received" and
that your management will have broad discretion over the use of net
proceeds. Although
you cannot specify with certainty, to the extent known, please discuss
whether you intend
to use any proceeds to continue pursuit of regulatory clearances,
including conducting
clinical trials or other required steps.
Dilution, page 94
7. Please revise to quantify how the Assumed Redemption impacted your pro
forma net
tangible book value per share. For example, illustrate how the shares of
Class A common
FirstName LastNameAnthony D'Adamio, Esq.
stock outstanding immediately prior to this offering and after Assumed
Redemption as
Comapany
usedNameBioventus Inc.
in your pro forma net tangible book value per share denominator
was calculated.
November 2, 2020 Page 2
FirstName LastName
Anthony D'Adamio, Esq.
FirstName LastNameAnthony D'Adamio, Esq.
Bioventus Inc.
Comapany 2,
November NameBioventus
2020 Inc.
November
Page 3 2, 2020 Page 3
FirstName LastName
Unaudited Pro Forma Consolidated Financial Information
Unaudited Pro Forma Consolidated Balance Sheet, page 99
8. Please disclose the number of shares authorized, issued and
outstanding for the Class A
and Class B stock.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Development collaboration agreement for PROcuff, page 109
9. We note you have purchased $2 million of shares of Harbor Medtech Inc.
pursuant to your
exclusive Collaboration Agreement. Please revise your disclosure in
the prospectus
to include the aggregate potential milestone payments remaining under
this agreement,
including the total amount of additional share purchases that may be
required. We refer to
your disclosure on page F-37.
Liquidity and Capital Resources, page 123
10. As you are dependent upon Bioventus LLC to fund your obligations,
please add disclosure
in this section regarding how Bioventus LLC plans to fund your
obligations under the Tax
Receivable Agreement. Also add disclosure about the effect the Tax
Receivable
Agreement will have on your liquidity, including a reduction in
overall cash flow, and
about your plans to address the issue.
Intellectual Property, page 158
11. Please revise your intellectual property disclosure to clearly
describe on an individual
basis the type of patent protection granted for each material
technology, the expiration of
each patent and the jurisdiction of each patent. In this regard, it
may be useful to provide
this disclosure in tabular form. Please ensure any material patents
licensed from third
parties are included with the ownership status clearly described.
Description of Capital Stock, page 210
12. Once you have an estimated offering price range, please explain to us
the reasons for any
differences between recent valuations of the common membership
interest leading up to
the planned initial public offering and the midpoint of your estimated
offering price range.
This information will help facilitate our review of your accounting
for equity issuance
including equity-based compensation.
Exhibits
13. Please file the following agreements as exhibits to the registration
statement or provide
your analysis as to why filing is not required by Item 601(b)(10) of
Regulation S-K:
Exclusive Collaboration Agreement with Harbor Medtech Inc.;
Development Agreement with Musculoskeletal Transplant Foundation,
Inc.;
Exclusive Commercial Supply Agreement with Musculoskeletal
Transplant
Anthony D'Adamio, Esq.
Bioventus Inc.
November 2, 2020
Page 4
Foundation, Inc.;
Q-Med License Agreement;
Q-Med Supply Agreement;
Supply agreement entered on February 9, 2016, for the Company s
three injection
OA product; and
Exclusive License Agreement for bioactive bone graft putty.
General
14. Please supplementally 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 Christie Wong at 202-551-3684 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Laura Crotty at 202-551-7614 or Tim Buchmiller at 202-551-3635 with any
other
questions.
Sincerely,
FirstName LastNameAnthony D'Adamio, Esq.
Division of
Corporation Finance
Comapany NameBioventus Inc.
Office of Life
Sciences
November 2, 2020 Page 4
cc: Wesley C. Holmes, Esq.
FirstName LastName