United States securities and exchange commission logo
October 14, 2022
Keith Gottesdiener, M.D.
President and Chief Executive Officer
Prime Medicine, Inc.
21 Erie Street
Cambridge, MA 02139
Re: Prime Medicine,
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 13,
2022
File No. 333-267579
Dear Keith Gottesdiener:
We have reviewed your
amended registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Use of Proceeds, page 86
1. Your disclosure that
your development activities are generally not allocated to specific
programs does not align
with your disclosure that you intend to use $65 million of the
offering proceeds for
"certain of [y]our current therapeutic programs[.]" Please revise
and, to the extent that
you plan to use a material portion of the proceeds to fund the
development of certain
of your current therapeutic programs, please specify these
programs and separately
quantify the amounts you expect to allocate to each program. If,
due to the number of
programs you currently have in the discovery stage, or for other
reasons, you currently
are unable to specify to what stage of development the net proceeds
from this offering,
together with your existing cash and cash equivalents, and short-term
investments, will bring
any of your particular programs or product candidates, please
make that clear.
Keith Gottesdiener, M.D.
Prime Medicine, Inc.
October 14, 2022
Page 2
You may contact Tracey Houser at 202-551-3736 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameKeith Gottesdiener, M.D.
Division of
Corporation Finance
Comapany NamePrime Medicine, Inc.
Office of Life
Sciences
October 14, 2022 Page 2
cc: Gabriela Morales-Rivera, Esq.
FirstName LastName