aibioMetagenomi files $250,000,000 shelf and $75,000,000 at-the-market program
Tickers MGX
Metagenomi filed a $250,000,000 shelf and signed a $75,000,000 at-the-market sales agreement with Jefferies LLC, which can earn up to 3.0% commission. The filing does not state the company's cash balance, and sales can start only after the registration statement is declared effective.
Key facts
- Company
- Metagenomi Therapeutics, Inc. (NASDAQ: MGX)
- News type
- Financings
- Primary source
- Metagenomi Therapeutics, Inc. S-3 (2025-03-17)
Metagenomi, Inc. said on March 17, 2025 that it had filed a shelf registration statement on Form S-3 covering up to $250,000,000 of common stock, preferred stock, debt securities, warrants and units. The same day, it signed an Open Market Sale Agreement with Jefferies LLC for up to $75,000,000 of common stock, a sum that sits inside the $250,000,000 total. The company is based in Emeryville, California, and its common stock trades on the Nasdaq Global Select Market under the symbol MGX. The registration statement gives a closing price of $1.91 per share on March 13, 2025.
How the shelf and the sales agreement work
The shelf lets the company sell any combination of the listed securities in one or more offerings, with the terms of each set in a prospectus supplement. The sales agreement is narrower. Jefferies acts as sales agent on a best efforts basis, using commercially reasonable efforts to sell shares at the prices, times and sizes Metagenomi sets. The company is not obligated to sell any shares, and Jefferies is not required to sell any specific number or dollar amount. Either side may suspend or end the offering on notice. The filing says there is no escrow or trust arrangement for the funds.
Jefferies is paid a commission of up to 3.0% of the gross proceeds of any shares it sells. The registration statement says Jefferies will be deemed an underwriter under the Securities Act, and that its compensation will be treated as underwriting commissions or discounts. Metagenomi has agreed to indemnify Jefferies and to provide contribution against liabilities under the Securities Act and the Exchange Act.
Who is named, and who is not
Jefferies LLC is the only sales agent named. Goodwin Procter LLP, of New York, is counsel to the company, and it will pass on the validity of the securities. The registration statement says any underwriters would be advised by their own counsel, which would be named in a prospectus supplement, so the filing names no underwriter counsel. PricewaterhouseCoopers LLP is the auditor whose report on the 2024 financial statements is incorporated by reference. The filing names no placement agent or bank beyond Jefferies.
The company and its toolbox
The registration statement describes Metagenomi as a precision genetic medicines company developing therapies with a genome editing toolbox. The company says it draws on metagenomics, artificial intelligence, ancestral state reconstruction and cloud computing to find new editing enzymes. Its toolbox includes programmable nucleases, base editors and integration systems, plus ultra-small editors that the company says can fit inside a single adeno-associated virus. The company says it wholly owns the toolbox and holds a broad patent estate.
The company says it focuses on in vivo editing for its wholly owned pipeline and is pursuing out-licensing for ex vivo cell therapy. It names liver, central nervous system, muscle, kidney and lung as target organs. The overview describes the platform in general terms. It does not give clinical results for any program.
The company was founded as Metagenomi.co in September 2016 and converted to a Delaware limited liability company in September 2018. Its principal offices are at 5959 Horton Street in Emeryville.
Money, dilution and the cash balance
Metagenomi says it intends to use the net proceeds, together with its existing cash, cash equivalents and marketable securities, mainly to fund research and development and clinical development of current or future product candidates, along with the expansion of its research. The registration statement does not state the company's cash balance or how much it has spent.
The risk factors warn that investors "may suffer immediate and substantial dilution of your investment," because shares sold under the program will be sold from time to time at various prices. The filing does not say how many shares $75,000,000 would represent at the March 13 price, and it gives no figure for the number of shares outstanding that would be added.
What comes next
Sales may begin only after the SEC declares the registration statement effective, which the company describes as happening "if ever" that step is taken. The filing gives no date for effectiveness and no schedule for sales.