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United States securities and exchange commission logo
June 2, 2021
Eli Casdin
Chief Executive Officer
CM Life Sciences, Inc.
c/o Corvex Management LP
667 Madison Avenue
New York, New York 10065
Re: CM Life Sciences,
Inc.
Preliminary Proxy
Statement on Schedule PREM14A
Filed May 6, 2021
File No. 001-39482
Dear Mr. Casdin:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule PREM14A
Sema4, page 29
1. Please balance your
disclosure in this section by indicating, if true, that Sema4 serves
patients primarily in
New York, California, Florida, Connecticut and New Jersey and
briefly indicate the
material regulatory requirements Sema4 would face in order to expand
into other states and
the additional need to establish test reimbursement rates from third
party payors in those
areas.
Summary of the Proxy Statement, page 29
2. You state herein that
Sema4 was formed in October 2015. Elsewhere in the document, i.e.,
pages 212, 237 and
F-31, the date is June 2017. Please reconcile or revise accordingly.
Eli Casdin
FirstName LastNameEli
CM Life Sciences, Inc. Casdin
Comapany
June 2, 2021NameCM Life Sciences, Inc.
June 2,
Page 2 2021 Page 2
FirstName LastName
Stable Free Cash Flow, Prudent Debt and Financial Visibility, page 38
3. Please balance your disclosure in this section by indicating the
negative free cash flows
experienced by Sema4 in each of the last three fiscal years and by
indicating the amount
of Sema4 s Long-term debt, net of current portion as of the date of
the most recent
balance sheet for Sema4 included in your proxy statement.
Our Sponsor, certain members of our Board and our officers have interests in
the Business
Combination, page 93
4. Please expand your discussion to disclose your sponsor's, officers'
and directors' aggregate
average investment per share. In addition, clarify that in addition to
being at risk of
losing their entire investment if the transaction is not approved,
that as a result of your
sponsor's, officers' and directors' significantly lower investment per
share in their CM Life
shares as compared to your public investors, the insiders could make a
substantial profit
after the initial business combination even if public investors
experience substantial
losses.
The proposed Amended and Restated Certificate of Incorporation designates the
Court of
Chancery of the State of Delaware, page 110
5. Please revise this risk factor to disclose that there is also a risk
that your exclusive forum
provision may result in increased costs for investors to bring a
claim.
Unaudited Pro Forma Condensed Combined Financial Information, page 114
6. Please expand your description on page 121 of adjustment 5(c) to the
pro forma balance
sheet to provide an explanation of your expected accounting for the
Earn-Out Shares in
the reverse recapitalization. For example, clarify whether the shares
to be issued to
stockholders are tied to future employment with the combined entity
and if the awards
will be accounted for as the issuance of share-based payments under
ASC 718.
7. Please expand your description on page 121 of adjustment 5(d) to the
pro forma balance
sheet to explain the details of the reassessment of the terms of
the Public Warrants and
how it results in a reclassification to equity following the business
combination.
Background of the Business Combination, page 151
8. With reference to the first full paragraph on page 152, please revise
this section to
describe all contacts with various parties during the evaluation by
the company of
potential business combinations. Please disclose the number of
companies that were
contacted, how the potential acquisition opportunities were
identified, and the analysis and
evaluation that was conducted with respect to each potential
acquisition opportunity. To
the extent that any preliminary proposals were submitted/received from
eliminated targets,
please disclose all material proposal terms, including transaction
structure, valuation, and
equity split distribution. Please also revise to disclose why this
transaction is being
Eli Casdin
CM Life Sciences, Inc.
June 2, 2021
Page 3
recommended as opposed to any alternatives.
9. To the extent material, please identify the individuals who
participated in the meetings
and discussions described in this section. For example, please
identify who participated in
the virtual meeting to discuss the business combination held on
January 14, 2021.
CMLS Board of Directors' Reasons for the Approval of the Business Combination,
page 154
10. Please describe in greater detail all material analyses the board
relied upon in
evaluating the financial aspects of the business combination. If there
were any analyses
that did not support the fairness of the transaction, please include
appropriate disclosure.
Certain Sema4 Projected Financial Information, page 156
11. Please revise to describe the extent to which the financial
projections provided by Sema4
factored into or supported your valuation. Please also explain how
these projections were
used by management. In this regard, clarify whether the projections
were accepted or
whether management or the Board made any adjustments to these
projections and if so,
describe such adjustments.
Sema4's Business
Regulatory Strategy and Managed Care, page 219
12. We note your disclosure here that you are preparing to submit your
WES/WTS for
approval by the FDA by engaging in the studies needed to demonstrate
clinical
utility. Under the heading "Pre-Market Approval" on page 228, please
disclose the studies
that will be necessary to achieve FDA approval and the current status
of such studies.
Intellectual Property
Patents, page 225
13. We note your disclosure that you have patent applications related to
various aspects of
your laboratory, analytic and business practices. Please revise to
disclose the specific
technologies to which such patent applications relate, the type of
patent protection you
are seeking, the expected expiration dates and the applicable
jurisdictions.
Sema4's Management's Discussion and Analysis, page 237
Comparison of the Years Ended December 31, 2020, 2019 and 2018, page 243
14. We note the disclosure on page 223 referring to the collaborations or
other agreements
with Sanofi, Janssen and Merus. Please disclose the significant terms of
these agreements,
quantify the impact thereof on your financial statements to date or
clarify, if true, that no
FirstName LastNameEli Casdin
material impact has been recognized based on the relevant terms and
conditions. It
Comapany NameCM
appears Life Sciences,
other revenue Inc.
has been impacted to some extent therefrom as
mentioned on page
June 2,244.
2021 Page 3
FirstName LastName
Eli Casdin
FirstName LastNameEli
CM Life Sciences, Inc. Casdin
Comapany
June 2, 2021NameCM Life Sciences, Inc.
June 2,
Page 4 2021 Page 4
FirstName LastName
Critical Accounting Policies and Estimates, page 253
15. We note the disclosure on page 222 that you offer "a suite of
products, services, and
solutions to our Biopharma customers. While each of these solutions
can represent a
standalone offering, we believe that our Biopharma partners can
realize significant value
when collaborating with our team to utilize a more integrated,
end-to-end
solution." Regarding the revenue recognition critical accounting
policy on pages 254-
255, in any instances when there is one contract with multiple
elements and/or products,
services and solutions purchased at the same time, revise to disclose
how you identify the
relevant performance obligations and whether you allocate the contract
s transaction price
to each performance obligation on a relative standalone selling price
basis.
Beneficial Ownership of Securities, page 286
16. Please identify the natural persons that will be the beneficial owners
of the shares held by
Icahn School of Medicine at Mount Sinai.
General
17. Please include a form of proxy card marked as preliminary in
your next amendment.
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.
You may contact Jenn Do at (202) 551-3743 or Terence O Brien at (202)
551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ada Sarmento at (202) 551-3798 or Tim Buchmiller at (202) 551-3635 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Colin J. Diamond, Esq.