July 12, 2021
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: David Gessert
Celeste Murphy
Re: Sera Prognostics, Inc. (the “Company”)
Registration Statement on Form S-1
File No. 333-257038
Acceleration Request
Requested Date: July 14, 2021
Requested Time: 4:00 p.m., Eastern Standard Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Citigroup Global Markets Inc., Cowen and Company, LLC and Willian Blair & Company, LLC, as representatives of the several underwriters, hereby join the Company in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-257038) (the “Registration Statement”) to become effective on Wednesday, July 14, 2021, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
| Very truly yours, |
| CITIGROUP GLOBAL MARKETS INC. |
| By: | /s/ Milan Ninkov | |
| Name: Milan Ninkov | ||
| Title: Vice President |
| COWEN AND COMPANY, LLC |
| By: | /s/ E. James Streator, III | |
| Name: E. James Streator, III | ||
| Title: Managing Director |
| WILLIAM BLAIR & COMPANY, LLC |
| By: | /s/ Craig Fryer | |
| Name: Craig Fryer | ||
| Title: Director |
cc: Gregory C. Critchfield, M.D., M.S., Sera Prognostics, Inc.
Benjamin G. Jackson, Sera Prognostics, Inc.
Edwin M. O’Connor, Goodwin Procter LLP
Seo Salimi, Goodwin Procter LLP
Jonathan L. Kravetz, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Megan Gates, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Daniel H. Follansbee, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
[Signature Page to Acceleration Request]
