SEC Comment Letter 0000000000-23-011955 to Lexeo Therapeutics, Inc. (LXEO)
Lexeo Therapeutics, Inc.
Date: Nov. 1, 2023 · CIK: 0001907108 · Accession: 0000000000-23-011955
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274777
Letter
United States securities and exchange commission logo November 1, 2023 R. Nolan Townsend Chief Executive Officer Lexeo Therapeutics, Inc. 345 Park Avenue South, Floor 6 New York, NY 10010 Re:Lexeo Therapeutics, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 30, 2023 File No. 333-274777 Dear R. Nolan Townsend: We have reviewed your amended registration statement and have the following comments. 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-1 filed October 30, 2023 Prospectus summary Risks associated with our business, page 8 1.Please revise the summary risk factor that states you "are currently, and may in the future be, subject to claims...." to identify the complaint filed by your competitor, Rocket Pharmaceuticals Inc. and disclose the nature of the consequences of an adverse resolution consistent with your disclosure on page 60. In addition, please consider including a cross- reference to your more detailed “Legal proceedings” disclosure on page 183. Capitalization, page 96 2.Please revise to provide a calculation of the 486,987 additional shares of common stock issuable upon conversion of your Series B convertible preferred stock due to anti-dilution adjustments.
FirstName LastNameR. Nolan Townsend Comapany NameLexeo Therapeutics, Inc. November 1, 2023 Page 2 FirstName LastName R. Nolan Townsend Lexeo Therapeutics, Inc. November 1, 2023 Page 2 Legal proceedings, page 193 3.Please revise to provide the information required by Item 103 of Regulation S-K for your ongoing litigation with Rocket Pharmaceuticals, Inc. Please include disclosure identifying the name of the court in which the proceedings are pending and the principal parties thereto. Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you have questions regarding comments on the financial statements and related matters. Please contact Jason Drory at 202-551-8342 or Tim Buchmiller at 202-551-3635 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Dayne Brown, Esq.
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United States securities and exchange commission logo
November 1, 2023
R. Nolan Townsend
Chief Executive Officer
Lexeo Therapeutics, Inc.
345 Park Avenue South, Floor 6
New York, NY 10010
Re:Lexeo Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 30, 2023
File No. 333-274777
Dear R. Nolan Townsend:
We have reviewed your amended registration statement and have the following
comments.
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-1 filed October 30, 2023
Prospectus summary
Risks associated with our business, page 8
1.Please revise the summary risk factor that states you "are currently, and may in the future
be, subject to claims...." to identify the complaint filed by your competitor, Rocket
Pharmaceuticals Inc. and disclose the nature of the consequences of an adverse resolution
consistent with your disclosure on page 60. In addition, please consider including a cross-
reference to your more detailed “Legal proceedings” disclosure on page 183.
Capitalization, page 96
2.Please revise to provide a calculation of the 486,987 additional shares of common stock
issuable upon conversion of your Series B convertible preferred stock due to anti-dilution
adjustments.
FirstName LastNameR. Nolan Townsend
Comapany NameLexeo Therapeutics, Inc.
November 1, 2023 Page 2
FirstName LastName
R. Nolan Townsend
Lexeo Therapeutics, Inc.
November 1, 2023
Page 2
Legal proceedings, page 193
3.Please revise to provide the information required by Item 103 of Regulation S-K for your
ongoing litigation with Rocket Pharmaceuticals, Inc. Please include disclosure identifying
the name of the court in which the proceedings are pending and the principal parties
thereto.
Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jason Drory at 202-551-8342 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Dayne Brown, Esq.