November 30, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
Attn: Courtney Lindsay
Re: | Progenity, Inc. (the Company) Request for Acceleration |
Registration Statement on Form S-1 (File No. 333-251044)
Dear Mr. Lindsay:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), and as representatives of the several underwriters of the Companys proposed public offering of common shares, we hereby join the Companys request for acceleration of the above-referenced Registration Statement, as amended, requesting effectiveness for 4:00 p.m. Eastern Time on December 2, 2020, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters that they have complied and will continue to comply, with the provisions of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours, | ||||
Piper Sandler & Co. | ||||
Wells Fargo Securities, LLC | ||||
As representatives of the several Underwriters | ||||
By: Piper Sandler & Co. | ||||
By: | /s/ Neil Riley | |||
Name: Neil Riley | ||||
Title: Managing Director | ||||
By: Wells Fargo Securities, LLC | ||||
By: | /s/ Geoffrey Goodman | |||
Name: Geoffrey Goodman | ||||
Title: Managing Director |
[Signature Page to Acceleration Request Letter]