Laura Berezin
+1 206 452 8775
lberezin@cooley.com
January 4, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, N.E.
Washington, D.C. 20549
Attn: J. Conlon Danberg
| RE: | Personalis, Inc. |
Registration Statement on Form S-3
Filed December 21, 2023
File No. 333-276204
Ladies and Gentlemen:
On behalf of Personalis, Inc. (the “Company”), we are providing this letter pursuant to our oral conversations with the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) on December 29, 2023 and January 3, 2024 with respect to the Company’s Registration Statement on Form S-3 (File No. 333-276204), filed on December 21, 2023 (the “Registration Statement”).
The table below sets forth the aggregate market value of shares of the Company’s outstanding common stock held by non-affiliates of the Company as of December 21, 2023, calculated in accordance with General Instruction I.B.1 of Form S-3. Other than the Company’s directors and executive officers, the Company has no other “affiliates” as that term is defined in Rule 405 under the Securities Act of 1933, as amended.
| Shares Outstanding |
50,182,691 | |||
| Shares Issued and Beneficially Owned by Affiliates |
381,133 | |||
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| Shares Outstanding Held by Non-Affiliates |
49,801,558 | |||
| Closing Price on November 27, 2023 |
$ | 1.80 | ||
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| Public Float |
$ | 89,642,804 | ||
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Pursuant to the above, the Company is eligible to offer securities under the Registration Statement pursuant to General Instruction I.B.1 of Form S-3.
We request that the Staff contact Laura Berezin or Asa Henin of Cooley LLP, outside counsel to the Company, at (206) 452-8775 or (858) 550-6104, with any questions or comments regarding this letter.
Cooley LLP 1700 Seventh Avenue Suite 1900 Seattle, WA 98101-1355
t: +1 206 452 8700 f: +1 206 452 8800 cooley.com
Laura Berezin
+1 206 452 8775
lberezin@cooley.com
Sincerely,
Cooley LLP
| By: | /s/ Laura Berezin | |
| Laura Berezin |
| cc: | Christopher Hall, Personalis, Inc. |
Aaron Tachibana, Personalis, Inc.
Stephen Moore, Personalis, Inc.
Asa Henin, Cooley LLP