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United States securities and exchange commission logo
November 18, 2020
Philippe Mauberna
Chief Financial Officer
Nanobiotix S.A.
60, rue de Wattignies
75012 Paris, France
Re: Nanobiotix S.A.
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted October
22, 2020
CIK No. 0001760854
Dear Mr. Mauberna:
We have reviewed your amended draft offering 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 offering statement or publicly filing your offering
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 any amendment
to your draft offering statement or filed offering statement and the
information you provide in
response to these comments, we may have additional comments.
Amendment to Draft Registration Statement on Form F-1 filed October 22,
2020
Summary, page 1
1. We note your response
to prior comment 2. Please shorten your bar for the MD Anderson
trial for pancreatic
cancer as we note from your disclosure that it appears you have only
started dosing the
first patient in September 2020 and that patient recruitment remains
ongoing, or advise.
Also clarify your use of the dotted line for Study 312. Please also
ensure your pipeline
table, as well as other tables in the prospectus, such as your table on
page 99, are clearly
legible.
Governing Law/Waiver of Jury Trial, page 188
2. We note the revised
disclosure on page 188 and the form of deposit agreement filed,
which indicate that the
jury trial waiver now applies to federal securities law claims.
Please add a risk
factor to the prospectus describing the provision, the risks of the
Philippe Mauberna
Nanobiotix S.A.
November 18, 2020
Page 2
provision or other impacts on shareholders, any uncertainty about
enforceability, the
impact on claims arising under other laws, and whether or not the
provision applies to
purchasers in secondary transactions.
You may contact David Burton at 202-551-3626 or Kate Tillan at
202-551-3604 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Laura Crotty at 202-551-7614 or Dorrie Yale at 202-551-8776 with any
other questions.
Sincerely,
FirstName LastNamePhilippe Mauberna
Division of
Corporation Finance
Comapany NameNanobiotix S.A.
Office of Life
Sciences
November 18, 2020 Page 2
cc: Peter Devlin, Esq.
FirstName LastName