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United States securities and exchange commission logo
September 30, 2022
Keith Gottesdiener, M.D.
President and Chief Executive Officer
Prime Medicine, Inc.
21 Erie Street
Cambridge, MA 02139
Re: Prime Medicine,
Inc.
Registration
Statement on Form S-1
Filed September 23,
2022
File No. 333-267579
Dear Dr. Gottesdiener:
We have reviewed your 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.
Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1. We note your disclosure
on page 48, that your "licensors retain control of preparation,
filing, prosecution and
maintenance of their wholly-owned patents and patent
applications" and your
disclosure on page 206 that the '770 Patent was "issued by the
USPTO to Broad
Institute." Given these disclosures, please place your disclosure in the
penultimate paragraph
of this section in context to clarify, for example, if true, that the
inventions underlying
the '770 Patent were developed at Broad Institute and to clarify
which party pursued the
preparation, filing and prosecution of this patent.
Keith Gottesdiener, M.D.
FirstName LastNameKeith Gottesdiener, M.D.
Prime Medicine, Inc.
Comapany 30,
September NamePrime
2022 Medicine, Inc.
September
Page 2 30, 2022 Page 2
FirstName LastName
Friedreich's Ataxia: Correcting Repeat Expansions in the FXN Gene, page 8
2. Please remove the statement on this page and on page 182 that "[y]our
Prime Editors can
restore normal function of patient sensory neurons." Efficacy
determinations are in the
exclusive purview of the FDA or other regulators. In this regard, we
note your statement
on page 1 that "[g]ene editing, including platforms such as Prime
Editing, is a novel
technology that is not yet clinically validated for human therapeutic
use."
Principal Stockholders, page 256
3. Please identify in a footnote to the table all natural persons who
have voting and/or
investment power over the shares held by F-Prime Capital Partners Life
Sciences Fund VI
LP.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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,
Division of
Corporation Finance
Office of Life
Sciences
cc: Gabriela Morales-Rivera, Esq.