Correspondence 0001193125-24-010328 from Metagenomi Therapeutics, Inc. (MGX)
Metagenomi Therapeutics, Inc.
Date: Jan. 18, 2024 · CIK: 0001785279 · Accession: 0001193125-24-010328
AI Filing Summary & Sentiment
File numbers found in text: 333-276413
Letter
VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.C. 20549 Attention: Jenn Do, Angela Connell, Tyler Howes and Suzanne Hayes Re: Metagenomi Technologies, LLC Santhosh Palani Resignation Letter
Dear Ladies and Gentlemen:
On behalf of Metagenomi Technologies, LLC (the “Company”), we submit the enclosed resignation letter (the “Resignation Letter”) of Santhosh Palani, a member of the board of managers (the “Board”) of the Company. The Resignation Letter was delivered to the Company to inform it that Mr. Palani will automatically resign as a member of the Board effective as of January 17, 2024.
This letter is being furnished to the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission in accordance with Section 11(b)(1) of the Securities Act of 1933, as amended, to notify the Staff that Mr. Palani will not be responsible for the contents of the Company’s registration statement on Form S-1 (File No. 333-276413), including any amendments thereto.
If you should have any questions regarding these matters, please contact the undersigned at (212) 813–8853.
Sincerely,
/s/ Edwin M. O’Connor
Edwin M. O’Connor, Esq.
cc:
Brian C. Thomas, Ph.D., Metagenomi Technologies, LLC
Mitchell S. Bloom, Goodwin Procter LLP
Justin S. Platt, Goodwin Procter LLP
January 17, 2024
Brian Thomas, Ph.D.
Chief Executive Officer
Metagenomi Technologies, LLC
5959 Horton St., Floor 7
Emeryville, California 94608
Re: Resignation Letter Agreement
Dear Brian:
Pursuant Section 1.2(d) of the Amended and Restated Voting Agreement dated January 21, 2022 (the “Agreement”), I hereby tender my resignation from the Board of Managers (the “Board”) of Metagenomi Technologies, LLC (the “Company”), effective immediately. Accordingly, PFM agrees to waive its right to designate a PFM Designee in anticipation of the Removal Transaction expected to occur in approximately one (1) month (capitalized terms defined in the Agreement).
My decision to resign from the Board is not the result of any disagreement with the Company’s operations, business, policies, practices and/or other affairs.
By acceptance of this letter agreement, the Company confirms that all material non-public information regarding the Company will be disclosed in the Registration Statement, including the related preliminary prospectus or prospectuses included in the Registration Statement.
I greatly appreciate the opportunity to have served on the Board and wish you and the Company success in the future.
Very truly yours,
Santhosh Palani, Ph.D
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CORRESP 1 filename1.htm CORRESP Goodwin Procter LLP 620 8th Avenue New York, NY 10018 goodwinlaw.com +1 212 813 8800 January 18, 2024 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attention: Jenn Do, Angela Connell, Tyler Howes and Suzanne Hayes Re: Metagenomi Technologies, LLC Santhosh Palani Resignation Letter Dear Ladies and Gentlemen: On behalf of Metagenomi Technologies, LLC (the “Company”), we submit the enclosed resignation letter (the “Resignation Letter”) of Santhosh Palani, a member of the board of managers (the “Board”) of the Company. The Resignation Letter was delivered to the Company to inform it that Mr. Palani will automatically resign as a member of the Board effective as of January 17, 2024. This letter is being furnished to the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission in accordance with Section 11(b)(1) of the Securities Act of 1933, as amended, to notify the Staff that Mr. Palani will not be responsible for the contents of the Company’s registration statement on Form S-1 (File No. 333-276413), including any amendments thereto. If you should have any questions regarding these matters, please contact the undersigned at (212) 813–8853. Sincerely, /s/ Edwin M. O’Connor Edwin M. O’Connor, Esq. cc: Brian C. Thomas, Ph.D., Metagenomi Technologies, LLC Mitchell S. Bloom, Goodwin Procter LLP Justin S. Platt, Goodwin Procter LLP January 17, 2024 Brian Thomas, Ph.D. Chief Executive Officer Metagenomi Technologies, LLC 5959 Horton St., Floor 7 Emeryville, California 94608 Re: Resignation Letter Agreement Dear Brian: Pursuant Section 1.2(d) of the Amended and Restated Voting Agreement dated January 21, 2022 (the “Agreement”), I hereby tender my resignation from the Board of Managers (the “Board”) of Metagenomi Technologies, LLC (the “Company”), effective immediately. Accordingly, PFM agrees to waive its right to designate a PFM Designee in anticipation of the Removal Transaction expected to occur in approximately one (1) month (capitalized terms defined in the Agreement). My decision to resign from the Board is not the result of any disagreement with the Company’s operations, business, policies, practices and/or other affairs. By acceptance of this letter agreement, the Company confirms that all material non-public information regarding the Company will be disclosed in the Registration Statement, including the related preliminary prospectus or prospectuses included in the Registration Statement. I greatly appreciate the opportunity to have served on the Board and wish you and the Company success in the future. Very truly yours, Santhosh Palani, Ph.D Signature: /s/ Santhosh Palani Confirmed and accepted: Metagenomi Technologies, LLC By: /s/ Brian Thomas Name: Brian Thomas, Ph.D. Title: Chief Executive Officer