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United States securities and exchange commission logo
January 16, 2024
Todd A. DeBonis
President and Chief Executive Officer
PIXELWORKS, INC.
16760 SW Upper Boones Ferry Rd., Suite 101
Portland, OR 97224
Re: PIXELWORKS, INC.
Amendment No. 2 to
Registration Statement on Form S-3
Filed January 5,
2024
File No. 333-275569
Dear Todd A. DeBonis:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our November 29,
2023 letter.
Amendment No. 2 to Registration Statement on Form S-3
Cover Page
1. We note your revisions
in response to prior comment 1 and reissue in part. Please disclose
your response that the
majority of your consolidated operations take place in China.
Further, please revise
to address how recent statements and regulatory actions by China s
government, such as
those related to data security or anti-monopoly concerns, have or
may impact the company
s ability to conduct its business, accept foreign investments, or
list on a U.S. or other
foreign exchange. Please also disclose the risk that the PRC
government may
intervene or influence your operations in China at any time.
Prospectus Summary, page i
2. We note your revisions
in response to prior comment 3 and reissue in full. Please revise to
include a prospectus
summary that discloses each permission or approval that you or your
Todd A. DeBonis
PIXELWORKS, INC.
January 16, 2024
Page 2
subsidiaries are required to obtain from Chinese authorities to operate
your business and
to offer the securities being registered to foreign investors. State
whether you or your
subsidiaries are covered by permissions requirements from the China
Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or
any
other governmental agency that is required to approve your or your
subsidiaries
operations, and state affirmatively whether you have received all
requisite permissions or
approvals and whether any permissions or approvals have been denied.
Please also
describe the consequences to you and your investors if you or your
subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
permissions or approvals are not required, or (iii) applicable laws,
regulations, or
interpretations change and you are required to obtain such permissions or
approvals in the
future.
3. We note your revisions in response to prior comment 4 and that you do not
conduct your
operations in China through the use of variable interest entities. We
reissue prior comment
4 in full. Please revise to include a prospectus summary that provides a
clear description
of how cash is transferred through your organization. Disclose your
intentions to distribute
earnings or settle amounts owed under your operating structure. Quantify
any cash flows
and transfers of other assets by type that have occurred between the
parent company and
its subsidiaries, and direction of transfer. Quantify any dividends or
distributions that a
subsidiary has made to the parent company and which entity made such
transfer, and their
tax consequences. Similarly quantify dividends or distributions made to
U.S. investors, the
source, and their tax consequences. Your disclosure should make clear if
no transfers,
dividends, or distributions have been made to date. Describe any
restrictions on foreign
exchange and your ability to transfer cash between entities, across
borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to
distribute earnings
from the company, including your subsidiaries, to the parent company and
U.S. investors
as well as the ability to settle amounts owed under applicable
agreements.
Please contact Jenny O'Shanick at 202-551-8005 or Bradley Ecker at
202-551-4985 with
any other questions.
Sincerely,
FirstName LastNameTodd A. DeBonis
Division of
Corporation Finance
Comapany NamePIXELWORKS, INC.
Office of
Manufacturing
January 16, 2024 Page 2
cc: Christina F. Pearson
FirstName LastName