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United States securities and exchange commission logo
December 3, 2021
Errol De Souza
Executive Chairman
Bionomics Limited/FI
200 Greenhill Road
Eastwood SA 5063
Australia
Re: Bionomics Limited/
FI
Registration
Statement on Form F-1
Filed November 22,
2021
File No. 333-261280
Dear Mr. Souza:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
November 12, 2021 letter.
Form F-1 filed November 22, 2021
Potential Advantages of BNC210 for the Treatment of Anxiety and
Stressor-Related Disorders,
page 114
1. We note your response
to our prior comment 4. By including the table containing the
attributes of SSRIs and
benzodiazepines below the text describing BNC210's
advantageous attributes
on page 115, your disclosure still inappropriately invites direct
comparison between
BNC210 and SSRIs and benzodiazepines. Please either remove the
table, or include
balancing disclosure that clearly states that no head-to-head trials have
compared BNC210 to
these current treatments and that you cannot guarantee that such a
trial would produce
these results.
Errol De Souza
Bionomics Limited/FI
December 3, 2021
Page 2
Legacy Oncology Programs, page 125
2. We note your response to our prior comment 6 and reissue. We understand
your response
that the combination therapy is material to the Company that its
inclusion in the
Company s pipeline will be material to an investor s understanding of
the Company s
programs in development. To the extent the combination therapy relating
to your
memorandum of understanding with EmpathBio is material, the collaboration
agreement supporting the development of this product candidate is
material and should
be filed as an exhibit. Additionally, we note your statement that your
intention to enter a
definitive agreement with EmpathBio depends on the results of the
preclinical feasibility
studies regarding this product candidate. If the product candidate is not
material given
its early stage of development, then please remove the references to
these product
candidates from your pipeline table and your summary. You may continue to
include the
EmpathBio collaboration in the table on page 106.
You may contact Christie Wong at 202-551-3684 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-5831 or Christopher Edwards at 202-551-6761
with any other
questions.
Sincerely,
FirstName LastNameErrol De Souza
Division of
Corporation Finance
Comapany NameBionomics Limited/FI
Office of Life
Sciences
December 3, 2021 Page 2
cc: Nathan Ajiashvili, Esq.
FirstName LastName