Correspondence 0001193125-24-025158 from Metagenomi Therapeutics, Inc. (MGX)
Metagenomi Therapeutics, Inc.
Date: Feb. 6, 2024 · CIK: 0001785279 · Accession: 0001193125-24-025158
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File numbers found in text: 333-276413
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CORRESP 1 filename1.htm CORRESP J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Jefferies LLC 520 Madison Avenue New York, New York 10022 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 BMO Capital Markets Corp. 151 West 42nd Street, 32nd Floor New York, New York 10036 February 6, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Jenna Do Angela Connell Tyler Howes Suzanne Hayes Re: Metagenomi, Inc. Registration Statement on Form S-1 (File No. 333-276413) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Metagenomi, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended, so that it becomes effective at 4:00 p.m. Eastern time on February 8, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. 2 Very truly yours, J.P. MORGAN SECURITIES LLC JEFFERIES LLC COWEN AND COMPANY, LLC WELLS FARGO SECURITIES, LLC BMO CAPITAL MARKETS CORP. As representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement J.P. MORGAN SECURITIES LLC By: /s/ Benjamin Burdett Name: Benjamin Burdett Title: Managing Director, Head of Healthcare ECM JEFFERIES LLC By: /s/ Brian Czyzewski Name: Brian Czyzewski Title: Managing Director COWEN AND COMPANY, LLC By: /s/ Bill Follis Name: Bill Follis Title: Managing Director WELLS FARGO SECURITIES LLC By: /s/ David Bohn Name: David Bohn Title: Managing Director BMO CAPITAL MARKETS CORP. By: /s/ Marc Ogborn Name: Marc Ogborn Title: Managing Director [Signature Page to Underwriters’ Acceleration Request]