VIA FACSIMILE AND EDGAR TRANSMISSION
September 30, 2013
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Jeffrey P. Riedler, Assistant Director
Re: |
Fate Therapeutics, Inc. |
Registration Statement on Form S-1
File No. 333-190608
Dear Mr. Riedler:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the Act), we, as the representatives of the underwriters, hereby join Fate Therapeutics, Inc. (the Company) in requesting that the effective date of the above-referenced registration statement be accelerated to Monday, September 30, 2013, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.
In connection with this acceleration request and pursuant to Rule 418(a)(7) and Rule 460 under the Act, please be advised that from September 4, 2013 through the date hereof, the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated September 3, 2013:
0 to prospective underwriters;
333 to 262 institutional investors;
0 to prospective dealers; and
0 to others.
This is to further advise you that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
COWEN AND COMPANY, LLC
BMO CAPITAL MARKETS CORP.
as representatives of the several underwriters
By: |
COWEN AND COMPANY, LLC | |
By: |
/s/ Jason Fenton | |
Jason Fenton, Managing Director | ||
By: |
BMO CAPITAL MARKETS CORP. | |
By: |
/s/ Lori Begley | |
Lori Begley, Managing Director |
cc: Christian Weyer, M.D., M.A.S., Fate Therapeutics, Inc.
Scott Wolchko, Fate Therapeutics, Inc.
Cindy R. Tahl, Fate Therapeutics, Inc.
Kingsley L. Taft, Goodwin Procter LLP
Maggie L. Wong, Goodwin Procter LLP
Mitzi Chang, Goodwin Procter LLP
David W. Pollak, Morgan, Lewis & Bockius LLP
Thomas W. Kellerman, Morgan, Lewis & Bockius LLP
Albert Lung, Morgan, Lewis & Bockius LLP