LOGICBIO THERAPEUTICS, INC.
65 Hayden Avenue, 2nd Floor
Lexington, MA 02421
June 5, 2020
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
Attention: | Christie Wong, Staff Accountant |
Kate Tillan, Sr. Staff Accountant
Re: | Form 10-K for the Fiscal Year Ended December 31, 2019 |
Filed March 16, 2020
Form 10-Q for the Fiscal Quarter Ended March 31, 2020
Filed May 11, 2020
File No. 001-38707
Ladies and Gentlemen:
LogicBio Therapeutics, Inc. (the “Company”) hereby responds as follows to the Staff’s comment letter dated May 28, 2020, relating to the above-captioned Form 10-K (the “Form 10-K”) and Form 10-Q (the “Form 10-Q”). For the staff’s convenience, the comment in the Staff’s letter is reproduced below in bold and italics, with the Company’s response set forth in regular font immediately thereafter.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 15. Exhibits and Financial Statement Schedules
Exhibits 31.1 and 31.2, page EX-31
1. | We note that the certifications provided do not include the language in paragraph 4 referring to your internal control over financial reporting. Please amend the filing to provide revised certifications that include the required wording. You may file an abbreviated amendment that is limited to the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification. Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation S-K. This comment also applies to your Form 10-Q for the period ended March 31, 2020. |
The Company acknowledges that the language in paragraph 4 regarding internal control over financial reporting was inadvertently excluded from the Company’s officers’ certifications filed as Exhibits 31.1 and 31.2 to the Company’s Form 10-K for the fiscal year ended December 31, 2019 filed on March 16, 2020 and to its Form 10-Q for the fiscal quarter ended March 31, 2020 filed on May 11, 2020. As requested, we will file an abbreviated amendment to each of the Form 10-K and Form 10-Q to correct these certifications. In accordance with the Staff’s comment letter, each amendment includes only the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the Section 302 certifications. Because no financial statements are included with the amendments, paragraph 3 of the Section 302 certifications has been omitted.
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If you have any questions, please do not hesitate to contact me at 617-245-0399.
Very truly yours, | ||
By: | /s/ Matthias Jaffé | |
Matthias Jaffé | ||
Chief Financial Officer | ||
(Principal Financial Officer) |
cc: | Frederic Chereau (LogicBio Therapeutics, Inc.) |
Bryan Yoon (LogicBio Therapeutics, Inc.)
Marc A. Rubenstein (Ropes & Gray LLP)