SecProbe.io

June 18 , 2014

Via E -mail
Brian Lian, Ph.D.
President and Chief Executive Officer
Viking Therapeutics, Inc.
11119 North Torrey Pines Road, Suite 50
San Diego, CA 92037

Re: Viking Therapeutics, Inc.
Draft Registration Statement on Form S -1
Submitted May 22, 2014
  CIK No. 0001607678

Dear Dr. Lian:

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft  registration statement or filed registration statement, we may have additional
comments.

General

1. We note that there are a number of additional exhibits that still need to be filed.
Please provide these exhibits as promptly as possible.  Please note t hat we may have
comments on these materials once they are provided.

2. Please confirm that the graphics included in your registration statement are the only
graphics you will use in your prospectus.  If those are not the only graphics, please
provide any add itional graphics prior to their use for our review.

3. Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you , or anyone authorized to do so
on your behalf , present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.   Similarly,

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
June 18, 2014
Page 2

 please supplementally provide us with any research reports about you that are
published or distributed in reliance upon Sectio n 2(a)(3) of the Securities Act of 1933
added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or
dealer that is participating or will participate in your offering.

Prospectus Summary, page 1

4. Where the following terms first app ear in the Prospectus Summary, please give the
meaning and significance of such terms in plain language that may be understood by
a lay reader not acquainted with the relevant industry or scientific field:

 selective androgen receptor modulator;
 metformin ;
 renally -impaired;
 clinically significant, and
 statistically significant.

The Company
VK0612 for Type 2 Diabetes, page 1

5. We note your disclosure in the third bullet point in this section, which states that
VK0612 has been well -tolerated at and above doses that you plan to administer in
your Phase 2b clinical trial.  Please expand your disclosure to disclose the doses that
you plan to administer in your Phase 2b clinical trial.

6. Please describe the purpose of your end -of-Phase 2 meeting with the FDA and how
such meeting impacts your planned regulatory development of VK0612.

Risks Related to Our Business, page 4

7. Please revi se your risk factor discussion in this section to note that you have received
an opinion from your independent registered public accounting firm that expresses
substantial doubt about your ability to continue as a going concern.

Agreements with Ligand, page 5

8. We note your disclosure at page 90 that pursuant to the Master License Agreement,
you will issue common stock having an aggregate value of $29 million to Ligand at
the closing of your initial public offering.  Please revise your disclosure to inclu de
this information in each location in which you make reference to the upfront fee
payable to Ligand in equity under the terms of the Master License Agreement.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
June 18, 2014
Page 3

 Risk Factors

9. We note your disclosure on page F -15 which states that as of December 31, 201 3 you
had federal and state net operating loss carryforwards of approximately $158,000 and
$158,000, respectively.  Please add an appropriately titled risk factor discussing your
ability to use your net operating loss carryforwards.  In doing so, please qu antify the
amount of your net operating loss carryforwards in the risk factor, disclose when they
will begin to expire and describe any annual limitations on the use of the
carryforwards.

Risks Related to Our Business
Our drug candidates may cause undesirable side effect…,  page 15

10. Please identify the party responsible for the drug development program of the small
molecule inhibitor CD -917.

Our employment agreements with our executive officers may require us…, page 30

11. Please identify the executive  officers with employment agreements containing change
in control and severance provisions in this risk factor.

Risks Related to Our Intellectual Property
If we fail to comply with our obligations in the agreements under which…, page 31

12. Please expand you r risk factor disclosure to summarize the various circumstances in
which Ligand may be permitted to terminate the Master License Agreement.

Changes in U.S. patent law could diminish the value of patents in general,…, page 35

13. Please identify and describ e the recently enacted patent reform legislation and
legislation currently being implemented which you reference in your risk factor
discussion.  In this regard, please discuss any impact such legislation will have your
patent rights.

We may not be able t o protect our intellectual property rights throughout the…, page 36

14. We note your statements that the legal systems of certain countries do not favor the
enforcement of patents and other intellectual property protection, particularly those
relating to biop harmaceuticals and that the laws of some foreign countries do not
protect proprietary rights to the same extent or in the same manner as the laws of the
U.S.  Please disclose which countries you are referencing and whether you have any
licensed patents or patent application pending in such countries.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
June 18, 2014
Page 4

 Use of Proceeds, page 49

15. We note your statement that you cannot predict the stage of development you expect
to achieve in clinical trials and preclinical trials for your product candidates using
proceeds from the offering.  While we understand the inherent uncertainty with
respect  to the development of product candidates, where you have identified specific
purposes for which you intend to use the offering proceeds, investors are entitled to
your best estimate as to how far such proceeds will allow you to proceed towards the
achieve ment of the specified purposes.  As such, please revise your disclosure to
provide an estimate as to how far in the planned clinical trials of VK0612 and
VK5211, and the development of your three preclinical drug candidates the offering
proceeds will enabl e you to reach.  You may, as necessary, provide additional
disclosure that advises investors of the particular factors and assumptions that form the
basis of your estimate, any uncertainty surrounding your estimate and the reasons that the
actual results c ould vary.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Convertible Notes Payable and Related Debt Conversion Feature Liability, page 61

16. Please expand your disclosure to provide the am ount of interest payable on the
convertible notes as of March 31, 2014.

Common Stock Fair Value, page 62

17. We may have additional comments on your accounting for stock compensation or
any beneficial conversion features once you have disclosed an estimated offering
price.  Please supplementally provide us with a quantitative and qualitative analysis
explaining the difference between the estimated offering price and the fair value of
each equity issuance through the date of effectiveness for the preceding twe lve
months.

Business

18. Please disclose, where applicable in your business section, when investigational new
drug applications (“INDs”) were filed for the commencement of clinical trials for
VK0612 and VK5211, the name of the trial sponsor and the subject o f the INDs.  If
an IND was not filed pertaining to any of your clinical trials, please explain why an
IND was not required.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
June 18, 2014
Page 5

 VK0612: A Fructose -1,6-bisphosphatase (FBPase) Inhibitor for Type 2 Diabetes, page 73
Diabetes and the Market, page 73

19. We note your disclosure that it is estimated that over half of all patients treated for
type 2 diabetes fail to achieve ADA -recommended target blood glucose levels.
Please disclose the ADA -recommended target blood glucose levels.

Current Type 2 Diabetes The rapies and Unmet Need, page 76
Phase 2a Proof -of-Concept Trial, page 79

20. We note that the discussion of your clinical trial makes reference to p -values.  Please
explain what the term “p -value” refers to and what it indicates about the statistical
significa nce of results obtained from the trial.

Phase 1b Clinical Trial in Patients with Poorly -Controlled Type 2 Diabetes, page 79

21. Please revise your table on page 80 to explain what the abbreviations “SD” and “CI”
refer to in the context of your clinical resu lts for the Phase 1b clinical trial.

VK5211: A Selective Androgen Receptor Modulator (SARM) for Muscle Wasting
Clinical Date for VK5211, page 85

22. We note your disclosure that there were no reported clinically significant drug -
related adverse events and no  clinically significant changes in liver function tests,
prostate -specific antigen, hematocrit or electrocardiogram readings.   Please revise
your disclosure to clarify whether any subjects in your trials experienced serious
adverse events determined to be  related to treatment.

23. Please expand your disclosure for the first Phase 1 clinical trial to provide the primary
and secondary endpoints, and compare them to the actual results observed.

24. We note your discussion of the results of the second Phase 1 clini cal trial for
VK5211.  Please expand your disclosure to provide the primary and secondary
endpoints of the clinical trial.

25. We note that in the second phase 1 clinical trial, VK5211 demonstrated statistically
significant increases in lean body mass with a positive trend in strength and
performance measurements.  In addition to the accompanying table, please expand
your narrative disclosure of the trial to quantify and describe the statistically
significant increases in lean body mass.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
June 18, 2014
Page 6

 Agreements with Ligand
Management Rights Letter, page 93

26. Please revise your disclosure to identify the “certain contractual management rights”
that you granted to Ligand under the Management Rights Letter as discussed on page
93.

Lock -Up Agreements, page 129

27. Please co nfirm that the lock -up agreement will be filed as part of the underwriting
agreement.  If not, please file the form of lock -up agreement as an exhibit.

Notes to Financial Statements
7. Subsequent Events, page F -18

28. Please expand your disclosure of the mas ter license agreement to discuss the
consideration to be paid, the rights and obligations of each party, and all significant
terms of the agreement.

If you intend to respond to these comments with an amended draft registration statement,
please submit it  and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind tha t we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatme nt of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Keira Nakad a at (202) 551 -3659 or Mary Mast at (202) 551 -3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Johnny Gharib at (202) 551 -3170 , Bryan Pitko at (202) 551 -3203  or me at (202) 551 -
3715 with any oth er questions.

Sincerely,

 /s/ Bryan J. Pitko  for

Jeffrey P. Riedler
Assistant Director

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
June 18, 2014
Page 7

 cc: Via E -mail
 Jeffrey T. Hartlin, Esq.
 Paul Hastings LLP