United States securities and exchange commission logo
August 25, 2023
Joseph J. Sarret
Chief Executive Officer and Director
CohBar, Inc.
1455 Adams Drive, Suite 1308
Menlo Park, CA 94025
Re: CohBar, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed August 10,
2023
File No. 333-273101
Dear Joseph J. Sarret:
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
August 3, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed August 10,
2023
What are the material U.S. federal income tax consequences of the Merger
to holders of CohBar
capital stock?, page 8
1. We note your revised
disclosure in response to prior comment 2. Please revise to remove
the "generally"
language from the Q&A or briefly identity the factors that could lead to
the transaction being
taxable to the CohBar shareholders.
The bylaws of the combined company will provide that..., page 96
2. We note that your
revisions on page 96 describing the Delaware Forum Provision state
that the combined
company reserves the right to assert that the Court of Chancery of the
Joseph J. Sarret
CohBar, Inc.
August 25, 2023
Page 2
State of Delaware will be the exclusive forum for certain litigation,
including any
derivative action and claims arising under the Exchange Act. In this
regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought
to enforce any duty or liability created by the Exchange Act or the
rules and regulations
thereunder. Further, we note that this disclosure on page 96 appears
to conflict with the
last sentence of the paragraph captioned "Choice of forum" on page 97.
Please revise or
advise.
Background of the Merger, page 107
3. With reference to prior comment 11, we note that your revised
disclosure indicates that in
April 2023 K&V Investment One decided that it would only pay $2.00 per
share instead
of $4.00 per share. Please further revise to disclose the Investor's
stated reason(s), if any,
for renegotiating the price down to the $2.00 level.
Opinion of CohBar's Financial Advisor, page 125
4. We note your revised disclosures and your response to prior comment
18. Please revise to
clarify whether, and if so how, Ladenburg conducted an assessment of
the $25 million
valuation for CohBar. To the extent that Ladenburg did not assess this
valuation, then
please revise the Q&A and other disclosures concerning the fairness
opinion to explain
that Ladenburg did not conduct an assessment of the CohBar valuation
in the course of
rendering its opinion that the Exchange Ratio was fair to the CohBar
holders. Also, revise
the Form S-4 to present the precedent transaction analysis that is now
referenced on page
118.
Analysis of Selected Publicly Traded Companies, page 129
5. We note your revisions in response to prior comment 20 indicate that
considerations and
judgments concerning companies to which Morphogenesis was compared
"include the
exclusion of select comparable companies." In this regard, we note
that preceding
disclosure in the same paragraph indicating that Ladenburg did not
exercise any judgment
or exclusionary practices to add or remove companies meeting the
stated parameters
appears to conflict. Please revise or advise. Additionally, please
revise your disclosure to
disclose the excluded companies and/or transactions, and explain why
each company or
transaction was excluded.
Material U.S. Federal Income Tax Consequences of the Merger, page 138
FirstName LastNameJoseph J. Sarret
6. We note your response to prior comment 24. Please revise the disclosure
on page 139 to
Comapany NameCohBar,
explain, if true, thatInc.
counsel to Morphogenesis and the Company have
concluded that
there is not significant
August 25, 2023 Page 2 doubt that the Merger qualifies as a
reorganization."
FirstName LastName
Joseph J. Sarret
FirstName LastNameJoseph J. Sarret
CohBar, Inc.
Comapany
August 25, NameCohBar,
2023 Inc.
August
Page 3 25, 2023 Page 3
FirstName LastName
Morphogenesis Pipeline, page 219
7. With respect to the pipeline tables on pages 219 and 228, we reissue
prior comment 28
with respect to IFx-3.0. The basis for the statement that the company
expects IND-
enabling studies for this candidate to be concluded in late 2024 is
unclear. Please revise
this column to be consistent with disclosure on page 220 stating that
Morphogenesis plans
on identifying a lead candidate for IFx-3.0 late in 2023 and beginning
IND-
enabling studies in early 2024.
You may contact Frank Wyman at 202-551-3660 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Branden Berns