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United States securities and exchange commission logo
June 10, 2021
Doug Doerfler
Chief Executive Officer
MaxCyte, Inc.
22 Firstfield Road, Suite 110
Gaithersburg, MD 20878
Re: MaxCyte, Inc.
Draft Registration
Statement on Form S-1
Submitted May 14,
2021
CIK No. 0001287098
Dear Mr. Doerfler:
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
General
1. Please add the
disclosure required by Item 201 of Regulation S-K for the trading of your
shares of common stock
on the AIM.
Prospectus Summary
Overview, page 1
2. We note your disclosure
on page 2 that as of December 31, 2020, you have placed more
than 400
electroporation instruments worldwide. Please disclose here how many
electroporation
instruments you sold outright for the fiscal year ended December 31, 2020
and the number you
leased for the fiscal year ended December 31, 2020.
Doug Doerfler
FirstName LastNameDoug Doerfler
MaxCyte, Inc.
Comapany
June NameMaxCyte, Inc.
10, 2021
June 10,
Page 2 2021 Page 2
FirstName LastName
3. Please clarify the difference between your SPLs, research program
licenses and clinical
program licenses here. In addition, please disclose the term of your
SPL agreements and,
if true, please disclose that your SPLs are typically terminable at
will.
Our Growth Strategies, page 5
4. Your disclosure on page 5 that you currently market the VLX
Large-Scale Transfection
System appears to be inconsistent with your disclosure on page 13 that
your growth
strategy is to develop and commercialize the VLX and that, in order to
do so, you will be
required to invest significant time, resources and capital in the
development, production
and launch of the VLX platform. Please revise for clarity and
consistency. In addition,
please disclose in your business section an estimate of the cost of
completing the
development of the VLX platform, a description of the the steps you
have taken and will
have to take in order to sell this product and a timeline of each of
the remaining steps.
Implications of Being an Emerging Growth Company, page 7
5. 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. Please contact the staff member
associated with the
review of this filing to discuss how to submit such copies.
Risk Factors
Risks Related to Our Business and Growth Strategy
Our international operations may raise additional risks, page 18
6. Please disclose here the percentage of your revenue earned from
international customers
and identify your most significant international markets.
If we fail to offer high-quality customer service, our business and reputation
could suffer, page
19
7. To the extent material to understanding the risks, please disclose the
percentage of your
revenue that is earned from sales or services by distributors so that
investors understand
the degree to which you rely on your third-party distributors. In
addition, in your business
section, please disclose the material terms of your agreements with
third-party
distributors.
In recent periods, we have depended on a limited number of partners for our
revenue, page 23
8. Please disclose the name of the cell therapy company that accounted
for 15% of your total
revenue or explain why you do not believe that is material in the
context of your current
business and operations. In addition, please disclose in your
prospectus summary that, for
the year ended December 31, 2020, one cell therapy company accounted
for 15% of your
Doug Doerfler
FirstName LastNameDoug Doerfler
MaxCyte, Inc.
Comapany
June NameMaxCyte, Inc.
10, 2021
June 10,
Page 3 2021 Page 3
FirstName LastName
total revenue and that your six largest customers accounted for 40% of
your total revenue.
In your business section, please disclose the material terms of your
agreement or
agreements with the company, and file the agreement or agreements as
an exhibit or
exhibits to your registration statement. Alternatively, tell us why
you believe this is not
necessary.
Risks Related to the Supply and Manufacturing of Our Products
We depend on continued supply of components, page 25
9. Please revise to disclose here and in your business section that, for
the year ended
December 31, 2020, you purchased approximately 47% of your inventory
from a single
supplier. In addition, in your business section, please disclose the
material terms of your
agreement with the supplier and file the agreement as an exhibit to
your registration
statement or tell us why you believe this is not necessary.
Use of Proceeds, page 55
10. Please disclose the approximate amount intended to be used for each
purpose identified on
page 55. In addition, if any material amounts of other funds are
necessary to accomplish
the specified purposes for which the proceeds are to be obtained,
please state the amounts
of such other funds needed for each specified purpose and the sources
thereof.
Business, page 80
11. Please revise to disclose the material terms of your agreements for
the sale of your
instruments, the material terms of your agreements for the lease of
your instruments and
the material terms of your SPLs, including the terms of the associated
licenses.
Overview, page 82
12. For each of the 11 indications identified on page 82, please disclose
the phase of FDA
approval process for each product, and disclose a brief explanation of
the FDA approval
process, including a discussion of the general timeline and the fact
that approval may
never be obtained.
Our Market Opportunity, page 94
13. Please revise the table on page 96 to include Phase 3 of the FDA
approval process.
Sales and Marketing, page 102
14. We note your disclosure on page 102 that you intend to expand your
sales, support and
marketing efforts in regions with a concentrated life sciences
presence. Please disclose
your plans, including the regions in which you intend to expand,
whether you intend to
increase your sales employees or increase the number of third-party
distributors, an
estimate of the costs and an estimate of the timeline of your current
plans. Similarly,
please discuss your specific plans for moving the cleanroom assembly
activities in-house,
Doug Doerfler
MaxCyte, Inc.
June 10, 2021
Page 4
including the timeline, the steps involved in establishing your
cleanroom for assembly
activities and an estimate of the costs of establishing the cleanroom.
Description of Capital Stock
Choice of Forum, page 136
15. We note your disclosure that the exclusive forum provision in the
fifteenth amended and
restated certificate of incorporation, which identifies the Court of
Chancery of the State of
Delaware as the exclusive forum for specified actions, does not apply
to suits brought to
enforce a duty or liability created by the Securities Act or Exchange
Act. Please ensure
that the exclusive forum provision in the governing documents states
this clearly, or tell us
how you will inform investors in future filings that the provision
does not apply to any
actions arising under the Securities Act or Exchange Act. We also note
your disclosure on
page 136 that the fifteenth amended and restated certificate of
incorporation will provide
that the federal district courts of the United State of America will
be the exclusive forum
for resolving any complaint asserting a cause of action arising under
the Securities Act.
Please disclose that investors cannot waive compliance with the
federal securities laws
and the rules and regulations thereunder.
You may contact Amy Geddes at 202-551-3304 or Linda Cvrkel at
202-551-3813 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie, Legal Branch Chief,
at 202-551-
3469 with any other questions.
FirstName LastNameDoug Doerfler Sincerely,
Comapany NameMaxCyte, Inc.
Division of
Corporation Finance
June 10, 2021 Page 4 Office of Trade
& Services
FirstName LastName