Karen E. Deschaine | VIA EDGAR | |
+1 858 550 6088 | ||
kdeschaine@cooley.com |
September 14, 2020
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4720
100 F Street, N.E.
Washington, D.C. 20549
Attn: Courtney Lindsay, Celeste M. Murphy, Tracie Mariner, and Kevin Vaughn
Re: | Metacrine, Inc. |
Amendment No. 1 to Registration Statement on Form S-1 |
Filed September 9, 2020 |
File No. 333-248292 |
Dear Mr. Lindsay:
On behalf of our client, Metacrine, Inc. (the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 14, 2020 (the “Comment Letter”) with respect to the Company’s Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the Commission on September 9, 2020. Concurrently with the submission of this response letter, the Company is filing Amendment No. 2 to the Company’s Registration Statement on Form S-1 (the “Amendment No. 2”).
The numbering of the paragraphs below corresponds to the numbering in the Comment Letter, the text of which we have incorporated into this response letter for convenience.
Staff Comments and Company Responses
Registration Statement on Form S-1
Exhibits
1. | Please revise your legal opinion to reflect the number of shares listed in your registration statement. We note, in this regard, that your registration statement references an offering of 6,540,00 shares whereas your legal opinion discusses up to 6,450,000 shares. |
Response: The legal opinion has been updated to reference up to 7,521,000 shares of common stock of the Company, including 981,000 shares that may be sold pursuant to the exercise of an option to purchase additional shares.
* * *
The Company respectfully requests the Staff’s assistance in completing the review of the Amendment No. 2 as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding Amendment No. 2 or this response letter to me at (858) 550-6088.
Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com
United States Securities and Exchange Commission
September 14, 2020
Page Two
Sincerely,
Cooley LLP
/s/ Karen E. Deschaine
Karen E. Deschaine
cc: | Preston Klassen, M.D., MHS, Metacrine, Inc. |
Cheston J. Larson, Latham & Watkins LLP |
233849043 v1
Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com