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SEC Comment Letter for Viking Therapeutics, Inc. (VKTX) (CIK 0001607678) (VKTX) — Jul 14, 2016

Viking Therapeutics, Inc. (VKTX) (CIK 0001607678)
Date: July 14, 2016 · CIK: 0001607678 · Accession: 0000000000-16-084417

AI Filing Summary & Sentiment

File numbers found in text: 333-212134

Date
July 14, 2016
Author
/s/ Mary Beth Breslin for
Form
UPLOAD
Company
Viking Therapeutics, Inc. (VKTX) (CIK 0001607678)

Letter

Mail Stop 4720 July 14, 2016 Brian Lian, Ph.D. President and Chief Executive Officer Viking Therapeutics, Inc. 12340 El Camino Real, Suite 250 San Diego, CA 92130

Re: Viking Therapeutics, Inc. Registration Statement on Form S-3 Filed June 20, 2016 File No. 333-212134

Dear Dr. Lian :

We have limited our review of your registration statement to those issues we have addressed in our 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 com ments 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, w e may have additional comments.

General

1. Please be advised that we will not be in a position to accelerate the effective date of this registration statement until we resolve any issues concerning your pending confidential treatment request.

Plan of Distribution, page S -11

2. Your disclosure of the plan of distribution of the securities covered by the prospectus supplement included in this registration statement states that sales may be made:

…by any method permitted by law deemed to be an “at -the-market” equity offering as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Capital Market, the existing trading market for our common

Brian Lian, Ph.D. Viking Therapeutics, Inc. July 14, 2016 Page 2

stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions.

Please tell us whether sales made to or through a market maker or sales made in privately - negotiated transactions satisfy the “at the market offering” definition under Rule 415. If any sales method does not constitute a sales method that is deemed to be an “at t he market offering” as defined in Rule 415 or if any material information with respect to a particular offering has been omitted, please confirm that you will file an additional prospectus supplement at the time of such sales or tell us why such additional filing would not be necessary.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceler ation of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Brian Lian, Ph.D. Viking Therapeutics, Inc. July 14, 2016 Page 3

Please contact Christin a Thomas at (202) 551 -3577 or Mary Beth Breslin at (202) 551 - 3625 with any questions.

Sincerely,
/s/ Mary Beth Breslin for

Show Raw Text
Mail Stop 4720
July 14, 2016

Brian Lian, Ph.D.
President and Chief Executive Officer
Viking Therapeutics, Inc.
12340 El Camino Real, Suite 250
San Diego, CA 92130

Re: Viking Therapeutics, Inc.
  Registration Statement on Form S-3
Filed  June 20, 2016
  File No.  333-212134

Dear Dr. Lian :

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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, w e may have  additional comments.

General

1. Please be advised that we will not be in a position to accelerate the effective date of this
registration statement until we resolve any issues concerning your pending confidential
treatment request.

Plan of Distribution, page S -11

2. Your disclosure of the plan of distribution of the securities covered by the prospectus
supplement included in this registration statement states that sales may be made:

…by any method permitted by law deemed to be an “at -the-market” equity offering as
defined in Rule 415 promulgated under the Securities Act, including sales made directly
on or through the Nasdaq Capital Market, the existing trading market for our common

Brian Lian, Ph.D.
Viking Therapeutics, Inc.
July 14, 2016
Page 2

 stock, sales made to or through a market maker other than on  an exchange or otherwise,
in negotiated transactions at market prices prevailing at the time of sale or at prices
related to such prevailing market prices, and/or any other method permitted by law,
including in privately negotiated transactions.

Please tell us whether sales made to or through a market maker or sales made in privately -
negotiated transactions satisfy the “at the market offering” definition under Rule 415.  If any
sales method does not constitute a sales method that is deemed to be an “at t he market
offering” as defined in Rule 415 or if any material information with respect to a particular
offering has been omitted, please confirm that you will file an additional prospectus
supplement at the time of such sales or tell us why such additional  filing would not be
necessary.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event  you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Brian Lian, Ph.D.
Viking Therapeutics, Inc.
July 14, 2016
Page 3

Please contact Christin a Thomas  at (202) 551 -3577 or Mary Beth Breslin  at (202) 551 -
3625 with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Jeffrey T. Hartlin, Esq.
 Paul Hastings LLP