Correspondence 0001193125-25-004512 from Metsera, Inc. (MTSR) (CIK 0002040807)
Metsera, Inc. (MTSR) (CIK 0002040807)
Date: Jan. 10, 2025 · CIK: 0002040807 · Accession: 0001193125-25-004512
AI Filing Summary & Sentiment
Referenced dates: December 26, 2024
Letter
200 Clarendon Street
Boston, Massachusetts 02116
Tel: +1.617.948.6000 Fax: +1.617.948.6001
www.lw.com
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January 10, 2025
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VIA EDGAR AND ELECTRONIC MAIL
Division of Corporation Finance
Office of Life Sciences
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-6010
Attention: Jason Drory
Chris Edwards
Tracie Mariner
Lynn Dicker
Re: Metsera, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 12, 2024
CIK No. 0002040807
To the addressees set forth above:
We are in receipt of the letter dated December 26, 2024 from the staff of the U.S. Securities and Exchange Commission (the “Staff”) with respect to the above-referenced confidential draft Amendment No. 1 to Draft Registration Statement. We are responding to the Staff’s comments on behalf of Metsera, Inc. (“Metsera” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR a Registration Statement on Form S-1 (the “Registration Statement”) responding to the Staff’s comments and updating its disclosures in the Registration Statement.
The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Registration Statement. For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.
January 10, 2025
Page 2
Amendment No. 1 to Draft Registration Statement on Form S-1
Our Approach, page 4
1. We note your response to prior comment 8, including your disclosure that the work was “initially led by Professor Stephen R. Bloom at his lab at Imperial College London,” and reissue. Please revise your disclosure here to clarify how you acquired your proprietary MINT peptide library or otherwise advise.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 5 and 128 of the Registration Statement.
2. We note your response to prior comment 9 and reissue in part. In addition to disclosing your belief of their potential results when you state your belief that they may extend the duration of exposure to NuSH analog peptides, please revise your disclosure in your summary section to explain what prodrugs and antibody peptide conjugates are.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 5, 9, 128 and 132 of the Registration Statement.
Our Pipeline and Programs, page 6
3. We note your response to prior comment 11 and reissue in part. Please revise your pipeline table to qualify your statement regarding the next anticipated milestone with respect to the MET-097i + MET-233i combination program. In this regard, we note that sufficient safety might not be established in the MET-233i Phase 1 trial.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 7, 130 and 147 of the Registration Statement.
Summary Risk Factors, page 10
4. We note your response to prior comment 4 and reissue in part. Please revise your summary risk factor to disclose that you are currently conducting trials outside of the United States.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 12 and 31 of the Registration Statement.
*********
January 10, 2025
Page 3
Any comments or questions regarding the foregoing should be directed to the undersigned at (617) 948-6060. Thank you in advance for your cooperation in connection with this matter.
Sincerely,
/s/ Peter N. Handrinos
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CORRESP 1 filename1.htm CORRESP 200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh January 10, 2025 Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid VIA EDGAR AND ELECTRONIC MAIL Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-6010 Attention: Jason Drory Chris Edwards Tracie Mariner Lynn Dicker Re: Metsera, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted December 12, 2024 CIK No. 0002040807 To the addressees set forth above: We are in receipt of the letter dated December 26, 2024 from the staff of the U.S. Securities and Exchange Commission (the “Staff”) with respect to the above-referenced confidential draft Amendment No. 1 to Draft Registration Statement. We are responding to the Staff’s comments on behalf of Metsera, Inc. (“Metsera” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR a Registration Statement on Form S-1 (the “Registration Statement”) responding to the Staff’s comments and updating its disclosures in the Registration Statement. The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Registration Statement. For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below. January 10, 2025 Page 2 Amendment No. 1 to Draft Registration Statement on Form S-1 Our Approach, page 4 1. We note your response to prior comment 8, including your disclosure that the work was “initially led by Professor Stephen R. Bloom at his lab at Imperial College London,” and reissue. Please revise your disclosure here to clarify how you acquired your proprietary MINT peptide library or otherwise advise. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 5 and 128 of the Registration Statement. 2. We note your response to prior comment 9 and reissue in part. In addition to disclosing your belief of their potential results when you state your belief that they may extend the duration of exposure to NuSH analog peptides, please revise your disclosure in your summary section to explain what prodrugs and antibody peptide conjugates are. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 5, 9, 128 and 132 of the Registration Statement. Our Pipeline and Programs, page 6 3. We note your response to prior comment 11 and reissue in part. Please revise your pipeline table to qualify your statement regarding the next anticipated milestone with respect to the MET-097i + MET-233i combination program. In this regard, we note that sufficient safety might not be established in the MET-233i Phase 1 trial. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 7, 130 and 147 of the Registration Statement. Summary Risk Factors, page 10 4. We note your response to prior comment 4 and reissue in part. Please revise your summary risk factor to disclose that you are currently conducting trials outside of the United States. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 12 and 31 of the Registration Statement. ********* January 10, 2025 Page 3 Any comments or questions regarding the foregoing should be directed to the undersigned at (617) 948-6060. Thank you in advance for your cooperation in connection with this matter. Sincerely, /s/ Peter N. Handrinos Peter N. Handrinos of LATHAM & WATKINS LLP Enclosures cc: (via e-mail) Christopher Whitten Bernard, Chief Executive Officer, Metsera, Inc. B. Shayne Kennedy, Latham & Watkins LLP J. Ross McAloon, Latham & Watkins LLP Rachael Bushey, Goodwin Procter LLP William D. Collins, Goodwin Procter LLP Adam V. Johnson, Goodwin Procter LLP