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United States securities and exchange commission logo
June 2, 2020
Harry Stylli, Ph.D.
Chief Executive Officer
Progenity, Inc
4330 LaJolla Village Drive, Suite 200
San Diego, CA 92122
Re: Progenity, Inc.
Registration
Statement on Form S-1
Filed May 27, 2020
File No. 333-238738
Dear Dr. Stylli:
We have reviewed your registration statement and have the
following comment. Please
respond to this letter by amending your registration statement and
providing the requested
information. If you do not believe our comment applies to your facts and
circumstances or do
not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 filed on May 27, 2020
Financial Statements
March 31, 2020
Note 4. Revenue, page F-51
1. With regard to your
response to comment one, please explain to us:
why you believe the
settlement with the Department of Justice and the State Attorney
Generals to be paid
represents revenue from a contract with a customer and not an
expense; and
why the total
settlement amount that is accrued as a liability should not be stated
separately on the
balance sheet pursuant to Rule 5-02.20 of Regulation S-X.
Please refer to
authoritative literature that supports your presentation and classification. In
addition, provide us:
your basis for
classifying the settlements with Cigna, Aetna, and United Health as
revenue;
your basis for not
separately stating the related liabilities on the balance sheet
pursuant to Rule
5-02.20 of Regulation S-X; and
Harry Stylli, Ph.D.
Progenity, Inc
June 2, 2020
Page 2
the components of the $36,494,000 presented on the table of
Contractual Obligations
and explain what settlements were included and why some of the
settlements were
excluded, if true.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Eric Atallah at 202-551-3663 or Lisa Vanjoske at
202-551-3614 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Paul Fischer at 202-551-3415 or Celeste M. Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameHarry Stylli, Ph.D.
Division of
Corporation Finance
Comapany NameProgenity, Inc
Office of Life
Sciences
June 2, 2020 Page 2
cc: Branden C. Berns, Esq.
FirstName LastName