United States securities and exchange commission logo
October 22, 2021
Eli Casdin
Chief Executive Officer and Director
CM Life Sciences III Inc.
c/o Corvex Management LP
667 Madison Avenue
New York, New York 10065
Re: CM Life Sciences
III Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed October 4,
2021
File No. 333-259054
Dear Mr. Casdin:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September, 2021 letter.
Amendment No. 1 to Form S-4 filed October 4, 2021
Background of the Business Combination, page 187
1. We note your response
to our prior comment 7 and reissue in part. We note your statement
that the "preliminary
discussions [with Company A] were preliminary in nature and were
conducted without
exclusivity arrangements." However, investors need to know what
terms were important to
the Registrant during negotiations with Company A to understand
why EQRx was ultimately
superior. Please expand your disclosure to include the potential
terms discussed with
Company A. Additionally, please discuss the overlap of
the discussions with
Company A, which ended on May 27, 2021 and with EQRx, which
began on April 26,
2021, including when the CMLS III Board became aware of Mr.
Eli Casdin
FirstName LastNameEli
CM Life Sciences III Inc.Casdin
Comapany
October 22,NameCM
2021 Life Sciences III Inc.
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Casdin s discussions and the considerations the Board evaluated
regarding Mr. Casdin s
role as an interested party.
Certain EQRx Projected Financial Information, page 202
2. We note your response to our prior comment 12 and reissue. Please
expand your
disclosure on page 203 to discuss the dates you expect the respective
products to receive
regulatory approval in each market, the related cost of sales and net
income for 2026 and
2028, the possible impact if your assumptions are incorrect, and
identify the probabilities
assigned to management s assumptions. Please also clarify whether
you have considered
multiple scenarios and how they were weighted.
3. We note the additional value that you expect from the unidentified
in-licensed assets you
plan to acquire. Please disclose that there is no guarantee that you
will identify the
requisite number of suitable assets and that even if you do, you may
not be able to acquire
these assets or you may not be able to acquire them on terms that will
produce the
projected returns. Please also disclose, if true, that the market
share projections are based
on your untested pricing model.
EQRx's Business, page 253
4. We note your response to our prior comment 13 and reissue. However,
neither of these
statements provide a basis for how you arrived at the success rates of
5-7 out of 10 drug
candidates and 3-5 out of 10 drug candidates. Please revise to provide
the basis by which
you arrived at the numeric value of those rates, or remove the
statements. Please revised
the founders letter to state there is no guarantee the suggested
success rate will be
achieved.
The EQRx Business Opportunity, page 261
5. We note your response to our prior comment 15 and reissue. The
revision does not
address our comment regarding the size of the market for the products
you
are currently developing. Please also balance the disclose added on
page 261 with the fact
that there is no guarantee you will identify and successfully acquire
ten or more additional
programs in the next twelve months.
Time for something new - time for "New Pharma", page 262
6. We note your response to our prior comment 16 and your revisions.
However, there are
still multiple statements in your disclosure of "equivalent or
superior." Given the early
stage of development of your programs, these statements are
inappropriate. Please either
provide the basses to support these statements, or remove.
Building a catalog of affordable medicines, page 270
7. We note your response to our prior comment 18 and reissue. Your
revision does not
address our comment to describe the basis for your projections, nor
does it address our
Eli Casdin
CM Life Sciences III Inc.
October 22, 2021
Page 3
comment to describe the underlying assumptions behind the projections.
Additional information on our pipeline programs, page 278
8. We note your response to our prior comment 21 and your disclosure
regarding the severe
adverse events observed in the aumolertinib and the sugemalimab
trials. Please expand
your disclosure to identify the severe adverse events and the number
of patients that
experienced severe adverse events.
9. To the extent that you have not conducted head-to-head clinical
trials, please revise your
disclosure to remove comparisons of your product candidates to other
treatments, products
and product candidates. As but one example, we note your statements on
page 281 that
"The tolerability profile was acceptable and comparable to other
immune checkpoint
inhibitors." Additionally, we note your statement on page 278 that you
believe that
aumolertinib has "demonstrated clinically meaningful activity and an
encouraging
tolerability profile." Statements regarding efficacy and safety are
determinations that only
the FDA or a foreign government equivalent has the authority to make.
Please revise your
disclosure throughout your document, including but not limited to the
statement noted, to
eliminate your conclusions or any suggestions that your product
candidates have been or
will ultimately be determined safe and/or effective or have
demonstrated safety and/or
efficacy for purposes of granting approval by the FDA or comparable
agency. You may
present the objective data from the clinical trials without drawing a
conclusion from the
results.
Certain Material U.S. Federal Income Tax Considerations, page 398
10. We note your response to our prior comment 24 and the revised
disclosure on page 399.
Please explain why counsel cannot give a "will" opinion with respect
to whether the
Business Combination qualifies for U.S. federal income tax purposes as
a
reorganization within the meaning of the IRC. If counsel intends
to provide a "should"
opinion, please (1) revise the disclosure to describe the degree of
uncertainty and explain
the facts or circumstances giving rise thereto and (2) add risk factor
and/or other
appropriate disclosure setting forth the risks of uncertain tax
treatment to investors. For
guidance, see Section III.C.4 of Staff Legal Bulletin No. 19.
Exhibits
11. We note your response to our prior comment 25 and do not agree that
these agreements
are not required to be filed as an exhibit to your registration
statement. Throughout your
prospectus, you reference the importance of building a portfolio of
cross-developmental
FirstName LastNameEli Casdin
programs, including these specific preclinical programs. Given the
importance of these
Comapany NameCM
programs to theLife Sciencesfuture
company's III Inc.
success, it appears that you are
substantially dependent
Octoberupon them.Page 3
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Eli Casdin
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CM Life Sciences III Inc.Casdin
Comapany
October 22,NameCM
2021 Life Sciences III Inc.
October
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You may contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-6001 or Christopher Edwards at 202-551-6761
with any other
questions.
Sincerely,
Division of Corporation
Finance
Office of Life Sciences
cc: Joel Rubinstein, Esq.