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United States securities and exchange commission logo
June 26, 2024
Fred M. Schwarzer
Chief Executive Officer and President
IGM Biosciences, Inc.
325 E. Middlefield Road
Mountain View, CA 94043
Re: IGM Biosciences,
Inc.
Schedule TO-I filed
June 20, 2024
File No. 005-91132
Dear Fred M. Schwarzer:
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 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.
Schedule TO-I filed June 20, 2024
Number of RSUs; expiration date, page 99
1. Disclosure in the first
paragraph if this section indicates that you "will accept for exchange
options granted on or
prior to March 1, 2023 with a per share exercise price equal to or
greater than $17.70,
whether vested or unvested, that were granted under the 2018 Plan,
are held by eligible
employees, are outstanding and unexercised as of the expiration date
of the offer, have a
per share exercise price greater than the closing price of our common
stock on the
cancellation date..." (emphasis added). Given that a material term of the
offer, i.e., the total
number and class of securities sought in the offer, will not be known
by option holders until
after expiration of the offer, please provide an explanation as to
how the offer complies
with Item 4 of Schedule TO and Exchange Act Rules 13e-
4(f)(1)(ii) and
14e-1(b) and why the exclusion of a particular class of options as a result of
the closing price of
IGM's common stock exceeding such class's exercise price would not
constitute a material
change in the Offer implicating the provisions of Exchange Act Rule
13e-4(c)(3), (d)(2),
and (e)(3).
Fred M. Schwarzer
FirstName LastNameFred M. Schwarzer
IGM Biosciences, Inc.
Comapany
June NameIGM Biosciences, Inc.
26, 2024
June 26,
Page 2 2024 Page 2
FirstName LastName
Conditions of the offer, page 109
2. You have included a condition that will be triggered by "any general
suspension of trading
in, or limitation on prices for, our securities on any national
securities exchange or in
an over-the-counter market in the United States." Please revise to
explain what would
be considered a limitation on prices for securities on any national
securities exchange or
in the over-the-counter market in the United States.
3. We note that the fourth sub-bullet refers broadly to "any
extraordinary or material
adverse change in U.S. financial markets generally." The broad wording
of this offer
condition gives rise to illusory offer concerns under Section 14(e) of
the Exchange Act
and Regulation 14E thereunder. Please revise to narrow or qualify this
condition, or
advise.
4. Refer to the following disclosure in the last paragraph of this
section: "The conditions to
this offer are for our benefit. In our discretion, we may assert them
before the expiration
date regardless of the circumstances giving rise to them." Offer
conditions must
be objective and outside the control of the offeror in order to avoid
illusory offer
concerns under Regulation 14E. Please revise to remove the implication
that the
conditions may be triggered at the election of IGM. See Question
101.02 of the Division
of Corporation Finance's "Tender Offer Rules and Schedules" Compliance
and Disclosure
Interpretations.
Price range of shares underlying the options, page 112
5. Revise to state the high and low sales prices for the shares for each
quarter during the past
two full years. Refer to Item 1002(c) of Regulation M-A.
Source and amount of consideration; terms of RSUs, page 113
6. Refer to the penultimate paragraph of the subsection "General terms of
RSUs" and the
statement there that your "statements in [the] Offer to Exchange
concerning the 2018 Plan
and the RSUs are merely summaries and do not purport to be complete."
While a
summary is necessarily a condensed version of disclosure that appears
elsewhere, it
should describe the material terms of the 2018 Plan and the new RSUs.
Please modify to
avoid characterizing the disclosure here as incomplete.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Fred M. Schwarzer
IGM Biosciences, Inc.
June 26, 2024
Page 3
Please direct any questions to Laura McKenzie at 202-551-4568 or Perry
Hindin at 202-
551-3444.
Sincerely,
FirstName LastNameFred M. Schwarzer
Division of
Corporation Finance
Comapany NameIGM Biosciences, Inc.
Office of Mergers &
Acquisitions
June 26, 2024 Page 3
cc: Tony Jeffries
FirstName LastName