Affinia Therapeutics Inc.
43 Foundry Ave, Suite 120
Waltham, MA 02453
December 2, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Suzanne Hayes
RE: | Affinia Therapeutics Inc. |
Withdrawal of Registration Statement on Form S-1
File No. 333-262004
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Affinia Therapeutics Inc. (the “Registrant”) hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form S-1 (File No. 333-262004) together with all exhibits and amendments thereto (collectively, the “Registration Statement”) initially filed with the Commission on January 4, 2022.
The Registrant has determined not to pursue the public offering to which the Registration Statement relates at this time. The Registration Statement has not been declared effective by the Commission and the Registrant confirms that no securities have been sold pursuant to the Registration Statement. Accordingly, withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477.
The Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, pursuant to Rule 457(p) of the Securities Act, the Registrant requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use should the Registrant proceed with the filing of a subsequent registration statement meeting the requirements of Rule 457(p) promulgated under the Securities Act.
Should you have any questions regarding this request, please do not hesitate to contact counsel to the Registrant, Ryan Sansom of Cooley LLP at (617) 937-2335, or in his absence, Denny Xu at (617) 937-2430.
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Sincerely, |
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Affinia Therapeutics Inc. |
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By: | | /s/ Rick Modi |
Name: | | Rick Modi |
Title: | | Chief Executive Officer |
cc: | Ryan Sansom, Cooley LLP |
Denny Xu, Cooley LLP