SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 555 California Street

 12th Floor

San Francisco, CA 94104

 415.875.2300

 Fenwick.com

 Julia Forbess

jforbess@fenwick.com | 415.875.2420

 January 20, 2023

VIA EDGAR AND OVERNIGHT DELIVERY

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, NE

 Washington, DC 20549

Attention: Ibolya Ignat

 Daniel Gordon

Daniel Crawford

 Tim Buchmiller

Re:
 Graybug Vision, Inc.

 Preliminary Proxy Statement on Schedule 14A

 Filed December 14, 2022

 File
No. 001-39538

 Ladies
and Gentlemen:

 On behalf of Graybug Vision, Inc. (the “Company”), we are concurrently transmitting herewith the Company’s
Revised Preliminary Proxy Statement on Schedule 14A (the “Revised Preliminary Proxy Statement”). In this letter, we respond to the comments of the staff of the Commission (the “Staff”)
contained in the Staff’s letter dated January 11, 2023 (the “Letter”) regarding the Company’s Preliminary Proxy Statement on Schedule 14A as submitted by the Company to the U.S. Securities and Exchange
Commission (the “Commission”) on December 14, 2022. The numbered paragraphs below correspond to the numbered comments in the Letter, and the Staff’s comments are presented in bold italics. Capitalized terms used in
this letter but not otherwise defined herein have the meanings set forth in the Revised Preliminary Proxy Statement.

 U.S. Securities and Exchange Commission

Attention: Ibolya Ignat, Daniel Gordon, Daniel Crawford, Tim Buchmiller

January 20, 2023

  Page
 2

 Preliminary Proxy Statement on Schedule 14A

CalciMedica, Inc., page 10

1.
 We note your disclosure that Auxora has demonstrated a favorable safety profile. Please note that
determinations of safety and efficacy are solely within the authority of the FDA and comparable regulatory bodies; therefore, please revise your prospectus to remove all references and/or implications of safety and efficacy.

 In response to the Staff’s comment, the Company has revised the prospectus to remove all references and/or implications of
safety and efficacy on page 10 of the Revised Preliminary Proxy Statement.

 Private Placement, page 17

2.
 We note your description of the securities purchase agreement here and on page 156. In your
description of the agreement, please identify each purchaser who is purchasing shares pursuant to such agreement and who is expected to be a beneficial owner of 5% or more of the outstanding shares of the combined company following the financing and
merger.

 In response to the Staff’s comment, the Company has revised its disclosure on pages 157 and 158 of the
Revised Preliminary Proxy Statement.

 Risks Related to the Merger, page 23

3.
 We note your disclosure on page 143 that the representations and warranties contained in the
merger agreement will terminate at the effective time of the merger. Please include appropriate risk factor disclosure.

In response to the Staff’s comment, the Company has revised its disclosure on page 28 of the Revised Preliminary Proxy Statement.

The bylaws of the combined company will provide that the Court of Chancery of the State of Delaware is the exclusive forum..., page 90

4.
 Please revise your risk factor to disclose that there is also a risk that your exclusive forum
provision may result in increased costs for stockholders to bring a claim.

 2

 U.S. Securities and Exchange Commission

Attention: Ibolya Ignat, Daniel Gordon, Daniel Crawford, Tim Buchmiller

January 20, 2023

  Page
 3

 In response to the Staff’s comment, the Company has revised its disclosure on pages 91 and page 92 of
the Revised Preliminary Proxy Statement.

 Opinion of Graybug’s Financial Advisor, page 106

5.
 Please supplementally provide us with copies of all materials prepared by Piper Sandler and shared
with your board of directors and their representatives, including any board books, transcripts and summaries of oral presentations, that were material to the board’s decision to approve the merger and the transactions contemplated
thereby.

 In response to the Staff’s comment, the confidential materials prepared by Piper Sandler since July 1,
2022 as presented to the board of directors of the Company (the “Graybug Board”) is being provided directly to the Staff by O’Melveny & Myers LLP, as counsel to Piper Sander, under separate cover on a
confidential and supplemental basis pursuant to Rule 12b-4 under the Securities Exchange Act of 1934, as amended (the “Rule”). In accordance with such Rule, such materials are being
provided together with a request that these materials be returned promptly following completion of the Staff’s review thereof. Such materials are not, and will not be, filed with or deemed to be part of the Revised Preliminary Proxy Statement,
including any revisions or amendments thereto. By separate letter, request for confidential treatment of these materials pursuant to the provisions of 17 C.F.R. §200.83 will be made by Piper Sander.

Financial Analyses of CalciMedica, page 108

6.
 Please revise to disclose whether Piper Sandler excluded any companies or transactions meeting the
selection criteria from its selected public companies analysis and its selected IPOs analysis. If so, revise to state why Piper Sandler excluded the companies or transactions. If Piper Sandler used additional factors in its selection criteria other
than professional judgment and companies with small molecule drug development that targeted specialty indications (excluding oncology) with lead product candidates in Phase 2 stage clinical trials, discuss those factors. For example, without
limitation, describe whether Piper Sandler considered the number of product candidates each company was developing, the clinical development of each product candidate for each indication and how Piper Sandler considered the addressable market
(including the expected dosing period of Auxora) in the selection criteria since CalMedica appears to be pursuing acute indications.

In response to the Staff’s comment, the Company has revised its disclosure on pages 109 and 111 of the Revised Preliminary Proxy Statement.

 3

 U.S. Securities and Exchange Commission

Attention: Ibolya Ignat, Daniel Gordon, Daniel Crawford, Tim Buchmiller

January 20, 2023

  Page
 4

 Discounted Cash Flows Analysis, page 110

7.
 Please expand your disclosure here to provide the industry standards published by BIO of the
statistical probability in achieving specified development milestones by biotechnology companies that Graybug used to adjust CalciMedica’s estimates. Revise to explain how Graybug applied these statistical probabilities to adjust the
CalciMedica projections. Revise to provide the CalciMedica projections provided to the Board and the data and assumptions underlying those projections. Discuss why you considered projections extending over a 16 year period to be reasonable
given CalciMedica’s current stage of development.

 In response to the Staff’s comment regarding the BIO
adjustments, the Company has revised its disclosure on page 112 of the Revised Preliminary Proxy Statement.

 Additionally, the Company has revised
pages 119 and 120 of the Revised Preliminary Proxy Statement to describe the assumptions underlying the Financial Projections presented to the Graybug Board, including specified probability of success adjustments.

In response to the Staff’s comment regarding the selection of a 16-year projection period, the Company has
revised its disclosure on pages 112 and 120 of the Revised Preliminary Proxy Statement.

 Graybug-Adjusted CalciMedica Management Projections, page
117

8.
 Disclose and explain the bases for and the nature of the material assumptions referenced in the
first full paragraph on page 118 that underlie the line items presented in the Financial Projections summary table. Please ensure that the level of detail provided is sufficient for a shareholder to evaluate and understand the reasonableness of the
assumptions, uncertainties and/or contingencies underlying the projections as well as the inherent limitations on the reliability of projections in order to make informed decisions. In regard to the total revenue and EBITDA projected amounts, please
specifically address the growth rates as well as disclose your assumptions as to which product candidates were assumed to have received approvals and identify the jurisdictions in which such approvals were assumed to be received by period. Clearly
disclose the limitation that regulatory approval is outside of your control.

 4

 U.S. Securities and Exchange Commission

Attention: Ibolya Ignat, Daniel Gordon, Daniel Crawford, Tim Buchmiller

January 20, 2023

  Page
 5

 In response to the Staff’s comment, the Company has revised its disclosures on page 119 of the Revised
Preliminary Proxy Statement to reflect the fact that it was Piper Sandler that made the adjustments to the CalciMedica Inc. (“CalciMedica”) projections.

In addition, the Company has revised its disclosure on pages 120 and 121 of the Revised Preliminary Proxy Statement to describe the assumptions underlying the
Financial Projections and to disclose the limitation that regulatory approval is outside of CalciMedica’s control.

9.
 You note on page 118 that the Financial Projections cover multiple years, and that this
information by its nature becomes subject to greater uncertainty with each successive year. With respect to the length of the projections, please disclose the basis for projections beyond year five, including if the forecasts reflect more than
simple assumptions about growth rates. Explain how management and the board relied upon the Financial Projections and how they determined that they are reasonable, particularly in light of the extensive length of the forecasts and since CalciMedica
is a clinical stage company with limited operations and no approved products. Specifically, address the reliability of the projections related to the later years presented.

Please see the Company’s response to question 8, which the Company believes will adequately address the majority of the Staff’s disclosure request.
With regard to how the Company’s management and Graybug Board relied upon the Financial Projections, the Company has revised its disclosure on pages 120 of the Revised Preliminary Proxy Statement.

Conditions to the Completion of the Merger, page 136

10.
 Please clarify whether the CalciMedica private placement for an aggregate purchase price of
$10.3 million is a condition to closing and, if so, whether such condition is waivable.

In response to the Staff’s comment, the Company has revised its disclosure on pages 3, 17, 28, 33 and 157 of the Revised Preliminary Proxy Statement.

 Plan Administration, page 170

11.
 We note your disclosure that the combined company’s board of directors generally has the
authority, without the approval of stockholders, to reprice outstanding options or stock appreciation rights. Please include appropriate disclosure as to whether proxy advisory firms could find such repricing without stockholder approval contrary to
a performance based pay philosophy.

 5

 U.S. Securities and Exchange Commission

Attention: Ibolya Ignat, Daniel Gordon, Daniel Crawford, Tim Buchmiller

January 20, 2023

  Page
 6

 In response to the Staff’s comment, the Company has revised its disclosure on pages 92, 93 and 172 of
the Revised Preliminary Proxy Statement.

 CalciMedica Business

Overview, page 183

12.
 Please revise to remove statements that CalciMedica is developing
“first-in-class” therapeutics as such statement are speculative given CalciMedica’s current stage of development.

In response to the Staff’s comment, the Company has revised its disclosure on pages 10, 185, 190 and 247 of the Revised Preliminary Proxy Statement.

13.
 We note CalciMedica states on pages 183, 188, and 244 that it believes it is “the leading
company in the discovery and development of CRAC channel inhibitors.” Please revise to provide the basis for this statement.

In response to the Staff’s comment, the Company has revised its disclosure on pages 185, 190 and 247 of the Revised Preliminary Proxy Statement.

14.
 We note the statement on page 183 and elsewhere regarding CalciMedica’s CRSPA trial that
“all patients who have received a full course of therapy have had rapid resolution of their symptoms.” Please revise to provide the data supporting this claim, including the typical timeframe for symptom resolution using the current
standard of care. Please also indicate whether the results of this trial for the first cohort were statistically significant.

In response to the Staff’s comment, the Company respectfully advises the Staff that the claim is a summary of the CRSPA trial results based on
preliminary, unpublished data. Publication of the CRPSA trial data is planned for later this year. The Company has revised its disclosure on pages 185, 188, 204 and 248 of the Revised Preliminary Proxy Statement to state that the claim is a summary
of the trial results based on preliminary, unpublished data and that this is a single arm open-label trial and no statistical analysis with a comparator group has been performed.

 6

 U.S. Securities and Exchange Commission

Attention: Ibolya Ignat, Daniel Gordon, Daniel Crawford, Tim Buchmiller

January 20, 2023

  Page
 7

15.
 We note your disclosure on page 183 and elsewhere that you intend to seek an accelerated approval
designation from the FDA. Please revise to include balancing disclosure that an accelerated approval pathway may not lead to a faster development or regulatory review or approval process and does not increase the likelihood that your product
candidate will receive marketing approval.

 In response to the Staff’s comment, the Company has revised its
disclosure on pages 186, 188, 190, 203, 204 and 248 of the Revised Preliminary Proxy Statement.

 Our Pipeline, page 184

16.
 We note your disclosure on page 39 that you plan to conduct a significant portion of the ongoing
CARPO trial in India. Please revise to disclose the regulatory status and any development and marketing plans for CalciMedica’s product candidates for AP in India. To the extent that you are conducting your clinical trials in foreign
jurisdictions and plan to seek FDA approval, please include risk factor disclosure indicating that the FDA may require you to conduct additional trials if it does not accept data from your trials or believes that additional data is necessary to
supplement your trial data.

 In response to the Staff’s comment, the Company has revised its disclosure on pages 41
and 188 of the Revised Preliminary Proxy Statement.

 Auxora for the treatment of Acute Kidney Injury, page 186

17.
 Please disclose the basis for your disclosure that you may be in a position to initiate a Phase 2
trial for your acute kidney injury indication without having to conduct a phase 1 clinical trial.

 In response to the
Staff’s comment, the Company has revised its disclosure on pages 188 and 209 of the Revised Preliminary Proxy Statement.

 Auxora, a Selective
CRAC Channel Inhibitor, page 192

18.
 Please revise your disclosure on page 192 to remove the statement that Auxora is particularly
well-suited for the treatment of acute critical illnesses because it creates an improper inference that Auxora is safe and effective and such determinations may only be made by the FDA or similar regulator.

 7

 U.S. Securities and Exchange Commission

Attention: Ibolya Ignat, Daniel Gordon, Daniel Crawford, Tim Buchmiller

January 20, 2023

  Page
 8

 In response to the Staff’s comment, the Company has revised its disclosure on page 194 of the
Revised Preliminary Proxy Statement.

 Unaudited Pro Forma Condensed Combined Financial Statements, page 261

19.
 You disclose that while Graybug is planning to to sell its technology, such sale has not been
finalized as of the date of your proxy statement, and is only expect