United States securities and exchange commission logo
August 26, 2020
Eli Casdin
Chief Executive Officer
CM Life Sciences, Inc.
c/o Corvex Management LP
667 Madison Avenue
New York, NY 10065
Re: CM Life Sciences,
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed August 24,
2020
File No. 333-246251
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.
Amendment No. 1 to Registration Statement on Form S-1
Exhibits
1. We note your risk
factor disclosure on page 56 discloses that your warrant agreement has
an exclusive forum
clause which shall be applicable to any action, proceeding or claim
against you arising out
of or relating in any way to the warrant agreement, including under
the Securities Act, but
that such provision will not apply to suits brought to enforce any
liability or duty
created by the Exchange Act. Please also ensure that the forum selection
provision in Section
9.3 of your Form of Warrant Agreement filed as Exhibit 4.4 states
this clearly, or tell
us how you will inform investors in future filings that the provision
applies to actions
arising under the Securities Act, but not the Exchange Act.
Eli Casdin
CM Life Sciences, Inc.
August 26, 2020
Page 2
You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721 or
Ethan
Horowitz, Accounting Branch Chief, at (202) 551-3311 if you have questions
regarding
comments on the financial statements and related matters. Please contact Karina
Dorin, Staff
Attorney, at (202) 551-3763 or Kevin Dougherty, Staff Attorney, at (202)
551-3271 with any
other questions.
Sincerely,
FirstName LastNameEli Casdin
Division of
Corporation Finance
Comapany NameCM Life Sciences, Inc.
Office of Energy &
Transportation
August 26, 2020 Page 2
cc: Colin Diamond
FirstName LastName