Correspondence 0001193125-23-273399 from Neurogene Inc. (NGNE)
Neurogene Inc.
Date: Nov. 8, 2023 · CIK: 0001404644 · Accession: 0001193125-23-273399
AI Filing Summary & Sentiment
File numbers found in text: 333-274095
Letter
401 Union street
5th Floor
Seattle, WA 98101
206.389.4510
Fenwick.com
November 8, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, DC 20549-3628
Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller
Re: Neoleukin Therapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed on October 18, 2023
File No. 333-274095
Ladies and Gentlemen:
We are submitting this letter on behalf of Neoleukin Therapeutics, Inc. (the “Company”) in response to an oral comment provided by the staff (the “Staff”) of the U.S. Securities and Exchange Commission on November 7, 2023, regarding the Company’s Amendment No. 2 (“Amendment No. 2”) to Registration Statement on Form S-4 (File No. 333-274095) filed on October 18, 2023 (the “Registration Statement”). Concurrently herewith, we are transmitting Amendment No. 3 to the Registration Statement (“Amendment No. 3”). Capital terms used and not otherwise defined herein have the same meanings as specified in the Registration Statement.
The Staff requested that the Company provide additional information to support its reliance on Subtopic 323-10 in accounting for contingent consideration associated with the CVRs. In response to the Staff’s comment, and based on further developments since the Company filed Amendment No. 2, the Company has revised its disclosure on pages 330, 332-335, 337 and 339-342 of Amendment No. 3 to recognize contingent consideration liabilities associated with the CVRs in accordance with ASC 450. Additionally, the Company has revised Amendment No. 3 to update certain other disclosures.
* * *
Securities and Exchange Commission
November 8, 2023
Page
Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact me at (206) 389-4524, or, in my absence, Julia Forbess at (415) 875-2420, or Chelsea Anderson at (206) 389-4516.
Sincerely,
FENWICK & WEST LLP
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CORRESP 1 filename1.htm CORRESP 401 Union street 5th Floor Seattle, WA 98101 206.389.4510 Fenwick.com November 8, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3628 Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller Re: Neoleukin Therapeutics, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed on October 18, 2023 File No. 333-274095 Ladies and Gentlemen: We are submitting this letter on behalf of Neoleukin Therapeutics, Inc. (the “Company”) in response to an oral comment provided by the staff (the “Staff”) of the U.S. Securities and Exchange Commission on November 7, 2023, regarding the Company’s Amendment No. 2 (“Amendment No. 2”) to Registration Statement on Form S-4 (File No. 333-274095) filed on October 18, 2023 (the “Registration Statement”). Concurrently herewith, we are transmitting Amendment No. 3 to the Registration Statement (“Amendment No. 3”). Capital terms used and not otherwise defined herein have the same meanings as specified in the Registration Statement. The Staff requested that the Company provide additional information to support its reliance on Subtopic 323-10 in accounting for contingent consideration associated with the CVRs. In response to the Staff’s comment, and based on further developments since the Company filed Amendment No. 2, the Company has revised its disclosure on pages 330, 332-335, 337 and 339-342 of Amendment No. 3 to recognize contingent consideration liabilities associated with the CVRs in accordance with ASC 450. Additionally, the Company has revised Amendment No. 3 to update certain other disclosures. * * * Securities and Exchange Commission November 8, 2023 Page 2 Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact me at (206) 389-4524, or, in my absence, Julia Forbess at (415) 875-2420, or Chelsea Anderson at (206) 389-4516. Sincerely, FENWICK & WEST LLP /s/ Robert A. Freedman, Esq. Robert A. Freedman, Esq. cc: Julia Forbess, Esq. David Michaels, Esq. Chelsea Anderson, Esq. Fenwick & West LLP Donna M. Cochener, Esq., Interim Chief Executive Officer Neoleukin Therapeutics, Inc.