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Metagenomi Inc

For the period ended Dec 31, 2023. Filed Mar 27, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 27, 2024

MGX$0.70-3.0%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits, Financial Statement Schedules

(a)

Financial Statements. The financial statements of Metagenomi Technologies, LLC and the report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, are included in a separate section of this Annual Report on Form 10-K beginning on page F-1. All financial statement schedules are omitted because the information is inapplicable or presented in the notes to the financial statements.

(b)

Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K:

ExhibitNumberDescriptionRegistrant’sFormDate Filedwith theSECExhibitNumber
2.1+**Agreement and Plan of Merger by and between Metagenomi Technologies, LLC and Metagenomi, Inc., dated January 24, 2024S-102/07/20242.1
3.1**Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect8-K02/13/20243.1
3.3**Amended and Restated Bylaws, as currently in effect8-K02/13/20243.2
4.1+**Registration Rights Agreement among the Registrant and certain of its stockholders, dated January 24, 2024S-102/07/20244.1
4.2**Form of Common Stock CertificateS-102/07/20244.2
4.3*Description of Securities of Registrant*
10.1#**2024 Stock Option and Incentive Plan and forms of award agreements thereunderS-102/07/202410.2
10.2#**2024 Employee Stock Purchase PlanS-102/07/202410.3
10.3#**Form of Officer Indemnification AgreementS-102/07/202410.4
10.4#**Form of Director Indemnification AgreementS-102/07/202410.5
10.5†**Strategic Collaboration and License Agreement by and between the Registrant and ModernaTX, Inc., dated October 29, 2021S-102/07/202410.6
10.6†**Collaboration and License Agreement by and between the Registrant and Ionis Pharmaceuticals, Inc., dated November 10, 2022S-102/07/202410.7
10.7†+**Development, Option and License Agreement by and between the Registrant and Affini-T Therapeutics, Inc., dated June 14, 2022S-102/07/202410.8
10.8**Lease Agreement between EPL Halleck Investors LLC and Metagenomi, Inc., dated January 22, 2021S-102/07/202410.9
10.9*Sublease Agreement between Dynavax Technologies Corporation and Metagenomi, Inc., dated March 7, 2024*
10.10**Lease Agreement between Park Avenue Building LLC and Metagenomi, Inc., dated September 29, 2021S-102/07/202410.11
10.11#**Employment Agreement between the Registrant and Brian C. Thomas, dated as of March 20, 2023S-102/07/202410.12
10.12#**Offer of Employment between the Registrant and Jian Irish, dated as of January 19, 2021S-102/07/202410.13
10.13#**Offer of Employment between the Registrant and Sarah Noonberg, dated as of January 30, 2023S-102/07/202410.14
ExhibitNumberDescriptionRegistrant’sFormDate Filedwith theSECExhibitNumber
10.14#**Form of Confidentiality and Invention Assignment AgreementS-102/07/202410.15
10.15#**Manager Offer Letter between the Registrant and Willard Dere, dated as of August 19, 2021S-102/07/202410.16
21.1**Subsidiaries of the RegistrantS-102/07/202421.1
23.1*Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm*
24.1*Power of Attorney (included on signature page)
31.1Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
97.1Metagenomi, Inc. Compensation Recovery Policy*
  • Filed herewith

** Previously filed

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.