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United States securities and exchange commission logo
November 29, 2023
Todd A. DeBonis
President and Chief Executive Officer
PIXELWORKS, INC.
16760 SW Upper Boones Ferry Rd., Suite 101
Portland, OR 97224
Re: PIXELWORKS, INC.
Registration
Statement on Form S-3
Filed November 15,
2023
File No. 333-275569
Dear Todd A. DeBonis:
We have conducted a limited review of your 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.
Registration Statement on Form S-3
Cover Page
1. Please provide
prominent disclosure about the legal and operational risks associated with
having the majority of
the company s operations in China. Your disclosure should make
clear whether these
risks could result in a material change in your operations and/or the
value of the securities
you are registering for sale or could significantly limit or
completely hinder your
ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless. Your disclosure
should 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 disclose the location of your auditor s headquarters and
whether and how the
Holding Foreign Companies Accountable Act, as amended by the
Consolidated
Appropriations Act, 2023, and related regulations will affect your company.
Todd A. DeBonis
PIXELWORKS, INC.
November 29, 2023
Page 2
Your prospectus summary should address, but not necessarily be limited
to, the risks
highlighted on the prospectus cover page.
Prospectus Summary, page i
2. Please revise to include a prospectus summary that includes a summary
of risk factors. In
your summary of risk factors, disclose the risks that having the
majority of the company s
operations in China poses to investors. In particular, describe the
significant regulatory,
liquidity, and enforcement risks with cross-references to the more
detailed discussion of
these risks in the prospectus. For example, specifically discuss risks
arising from the legal
system in China, including risks and uncertainties regarding the
enforcement of laws and
that rules and regulations in China can change quickly with little
advance notice; and the
risk that the Chinese government may intervene or influence your
operations at any time,
which could result in a material change in your operations and/or the
value of the
securities you are registering for sale.
3. Please disclose each permission or approval that you or your
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.
4. Please provide 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
FirstName LastNameTodd A. DeBonis
limitations on your ability to distribute earnings from the company,
including your
Comapany NamePIXELWORKS,
subsidiaries, INC. and U.S. investors as well as the
ability to settle
to the parent company
amounts
November owedPage
29, 2023 under2 applicable agreements.
FirstName LastName
Todd A. DeBonis
FirstName LastNameTodd A. DeBonis
PIXELWORKS, INC.
Comapany 29,
November NamePIXELWORKS,
2023 INC.
November
Page 3 29, 2023 Page 3
FirstName LastName
Risk Factors, page 2
5. We note you discuss, incorporated by reference from page 52 of your
Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2023, that you
are not subject to
CAC oversight. Please revise to address the risk that you may become
subject to CAC and
that this will impact your operations. Further, please revise to
clarify how you concluded
you are not subject to CAC or relied on advice of counsel.
General
6. Please disclose, in a separate section, whether you have directors,
officers or senior
management located in China or Hong Kong. If so, please disclose that
it will be more
difficult to enforce liabilities and enforce judgments on those
individuals. Also, please
disclose these risks in a separate risk factor, which should contain
disclosures consistent
with the separate section.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jenny O'Shanick at 202-551-8005 or Bradley Ecker at
202-551-4985 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Christina F. Pearson