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United States securities and exchange commission logo
October 12, 2021
Raju Mohan, PhD
Chief Executive Officer
Ventyx Biosciences, Inc.
662 Encinitas Blvd., Suite 250
Encinitas, CA 92024
Re: Ventyx Biosciences,
Inc.
Draft Registration
Statement on Form S-1
Filed August 20,
2021
CIK No. 0001851194
Dear Dr. Mohan:
We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1 filed September 29, 2021
Overview, page 1
1. We note your response
to prior comment 2. Your disclosure continues to state your
conclusion regarding
your product candidates' "selectivity" and "therapeutic
window." You may
summarize or describe data from clinical trials without drawing
conclusions with
respect to efficacy. You may also describe what your product candidate
is designed to do.
Please revise your disclosure to remove your conclusion.
2. Please revise your
pipeline table so that the text within the graphic is legible.
Our Competitive Strengths, page 4
3. We note your response
to prior comment 5. We also note your disclosure that you plan to
Raju Mohan, PhD
FirstName LastNameRaju
Ventyx Biosciences, Inc. Mohan, PhD
Comapany
October 12,NameVentyx
2021 Biosciences, Inc.
October
Page 2 12, 2021 Page 2
FirstName LastName
apply your knowledge of the immunology market to "accelerate" your
pipeline through
strategic partnerships and that an element of your strategy includes
entering into strategic
partnerships that may "accelerate" your programs. Please revise these
and similar
statements throughout your prospectus to remove any implication that
you will be
successful in advancing your product candidate in a rapid or
accelerated manner, as such
statements are speculative.
Corporate Information, page 5
4. We note your response to prior comment 4, including that in February
2021, you acquired
Oppilan, including its lead candidate VTX002, and Zomagen, including
its lead candidate
VTX2735. Please revise to clarify, if true, that you acquired the
outstanding equity of
Oppilan Pharma and Zomagen Biosciences and such entities became wholly
owned
subsidiaries of the Company.
Market, Industry and Other Data , page 74
5. We note your response to prior comment 10. Please either delete the
statement that your
internal research has not been verified by any third party or
specifically state that you are
liable for such information.
Entering into strategic partnerships that may expand and/or accelerate our
programs to maximize
worldwide commercial potential of our produc, page 101
6. We note your response to prior comment 15. We also note your
disclosure at the bottom
of page 101 that "[you] have discovered and developed all of [y]our
pipeline product
candidates." Please revise to clarify that certain of your pipeline
candidates were
discovered and partially developed by companies you acquired.
Figure 2: Potential indications for TYK2-targeted molecules, page 102
7. We note your response to prior comment 19, including that the figures
represent the
market for IBD and UC in patients at all severity levels. Please tell
us why it would not be
more appropriate to disclose the addressable market for moderate-to
severe IBD and UC,
which appears to be the target market that you address. Please also
clarify whether the
third column in Figure 2 represents global revenue associated with
treatments
for moderate-to-severe disease. Additionally, please provide the basis
for your statements
that that all of your product candidates target multi-billion-dollar
commercial markets. In
this regard, it appears that SLE only represents a one billion dollar
market and there is no
global revenue data provided for Lupus Nephritis. Additionally, you do
not appear to
have data regarding the market opportunity for moderate-to-severe IBD
and UC.
Management , page 137
8. We note your response to prior comment 21, including your disclosure
that Mr. Mohan
serves as a Partner and Scientific Advisor at New Science Ventures and
that Messrs.
Raju Mohan, PhD
Ventyx Biosciences, Inc.
October 12, 2021
Page 3
Mohan, Krueger and Nuss serve as officers of Escalier Biosciences and
Vimalan
Biosciences. Please include risk factor disclosure regarding any
possible conflicts of
interest faced by your officers as a result of their outside
activities, in each case to the
extent they pose significant risks to the Company. In this regard, we
note that Escalier
Biosciences also develops potential treatments for psoriasis patients.
Alternatively, please
explain to us why such disclosure is not required.
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 Li Xiao at 202-552-4391or Jeanne Baker at 202-551-3691
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with any other
questions.
FirstName LastNameRaju Mohan, PhD Sincerely,
Comapany NameVentyx Biosciences, Inc.
Division of
Corporation Finance
October 12, 2021 Page 3 Office of Life
Sciences
FirstName LastName