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CORRESP
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CORRESP

 BY EDGAR

Carlos Ramirez

 T: (858)
550-6157

 cramirez@cooley.com

*FOIA Confidential Treatment Request*

Confidential Treatment Requested by Artiva Biotherapeutics, Inc.

In connection with its Registration Statement on Form S-1 (File
No. 333-280568)

 July 5, 2024

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:  Sasha Parikh

Lynn Dicker

Lauren Hamill

Jason Drory

 Re:
 Artiva Biotherapeutics, Inc.

 Registration Statement on Form S-1

Filed June 28, 2024

File No. 333-280568

Ladies and Gentlemen:

 On behalf of Artiva
Biotherapeutics, Inc. (the “Company”), we submit this supplemental letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated
May 30, 2024 (the “Initial Comment Letter”) relating to the Company’s Registration Statement on Form S-1, originally confidentially submitted to the Commission on May 3, 2024,
resubmitted to the Commission on June 7, 2024, and filed with the Commission on June 28, 2024 (the “Registration Statement”). This supplemental letter addresses comment 11 of the Initial Comment Letter.

Because of the commercially sensitive nature of certain information contained herein, this supplemental letter is accompanied by the
Company’s request for confidential treatment for selected portions of this supplemental letter. The Company has filed separate correspondence with the Office of Freedom of Information and Privacy Act Operations in connection with its
confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. §200.83. For the Staff’s reference, we have enclosed a copy of the Company’s correspondence to the Office of
Freedom of Information and Privacy Act Operations, as well as an unredacted copy of this supplemental letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we have recited the prior comment from the Initial Comment Letter in italicized type and have followed the
comment with the Company’s response.

 [***] = Certain confidential information contained in this document, marked by bracketed

 asterisks, has been omitted and filed separately with the Securities and Exchange Commission

pursuant to 17 CFR §200.83.

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

t: (858) 550-6000 f: (858) 550-6420 cooley.com

 U.S. Securities and Exchange Commission

July 5, 2024

Page Two

11.
 Once you have an estimated offering price or range, please explain to us how you determined the fair value
of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of
your accounting for equity issuances including stock compensation and beneficial conversion features. Please discuss with the staff how to submit your response.

The Company’s discussion of its accounting for stock-based compensation is primarily contained within the sections of the Registration
Statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates—Stock-Based Compensation Expense” and
“—Common Stock Valuation” appearing on pages 108 to 110 of the Registration Statement.

 The Company submits the below
additional information to assist the Staff in its review of the Company’s position with respect to its determination of the fair value of the shares of common stock underlying its outstanding equity awards and the reasons for the difference
between the recent valuations of the common stock and the estimated offering price for its initial public offering (“IPO”).

 Preliminary IPO
Price Range

 The Company advises the Staff that it preliminarily estimates a price range of approximately $[***] to $[***] per share
(the “Preliminary Price Range”) of the Company’s common stock for its IPO. The Preliminary Price Range does not reflect the impact of a reverse stock split of its common stock (currently anticipated to be at a ratio of 1-for- [***]), which reverse stock split will be effected prior to the filing of and reflected in an amendment to the Registration Statement taking place before the commencement of the road show. On a post-reverse
stock split basis, the Preliminary Price Range is estimated to be $[***] to $[***] per share. The Preliminary Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful IPO, with
no weighting attributed to any other outcome for the Company’s business, such as remaining as a privately held company or being sold in a change of control transaction.

As is typical in IPOs, the Preliminary Price Range was not derived using a formal determination of fair value, but was determined through
discussions among the board of directors of the Company (the “Board”), senior management of the Company and the lead underwriters for its IPO. Among the factors that were considered in estimating the Preliminary Price Range were the
following:

•

 the Company’s financial position and prospects;

•

 prospects of the biopharmaceutical industry;

•

 an analysis of the typical valuation ranges seen in recent IPOs for comparable companies in the Company’s
industry;

•

 the general conditions of the securities market and the recent market prices of, and the demand for, publicly
traded common stock of comparable companies;

•

 feedback from potential investors following “testing the waters” meetings that occurred in May 2024 and
June 2024;

•

 input received from Jefferies LLC, TD Securities (USA) LLC and Cantor Fitzgerald & Co., the lead
underwriters (the “Representatives”) for the IPO; and

•

 the recent financial performance of IPOs of companies in the industry in which the Company operates.

 [***] = Certain
confidential information contained in this document, marked by bracketed

 asterisks, has been omitted and filed separately with the
Securities and Exchange Commission

 pursuant to 17 CFR §200.83.

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

t: (858) 550-6000 f: (858) 550-6420 cooley.com

 U.S. Securities and Exchange Commission

July 5, 2024

Page Three

 The Company will include a narrower bona fide price range of the common stock, as adjusted
for the reverse stock split, in an amendment to the Registration Statement that will precede the commencement of the Company’s road show. The parameters of the bona fide price range will be subject to then-current market conditions, continuing
discussions with the Representatives, and volatility in the securities markets, including, in particular, the volatility experienced in the market by recent IPO issuers. In any event, the Company confirms to the Staff that the bona fide price range
will comply with Item 501(b)(3) of Regulation S-K and CD&I 134.04.

 Summary of Recent Equity Awards

 From January 1, 2023 to date, the Company has issued (or repriced) the following stock option awards to its employees,
consultants and members of its Board:

 Grant Date

Number of
Shares
Underlying
Equity Awards

Exercise
Price
Per Share

Estimated Common
Stock Fair Value
Per Share
on Date of Grant

 January 5, 2023

201,800

$
1.14

$
1.14

 March 30, 2023

95,000

$
1.14

$
1.14

 April 3, 2023

5,125,705
(1)

$
1.14

$
1.14

 May 24, 2023

172,000

$
1.14

$
1.14

 August 18, 2023

151,500

$
1.14

$
1.14

 January 24, 2024

663,679

$
1.18

$
1.18

 March 28, 2024

220,000

$
1.18

$
1.18

 May 2, 2024

1,421,000

$
3.07

$
3.07

(1)
 Previously granted options to purchase an aggregate of 5,125,705 shares of Common Stock were repriced on
April 3, 2023 to provide for an exercise price of $1.14 per share. The Company treated the repricing as a modification of terms of the options outstanding. Please see pages F-25, F-50 and F-51 of the Registration Statement for further information regarding the repricing.

Determination of Common Stock Fair Value Prior to IPO

As described in the Registration Statement, as there has been no public market for the Company’s common stock to date, the estimated fair
value of its common stock historically has been determined by the Board or the Compensation Committee of the Board (references herein to the Board shall include the Compensation Committee), as of the date of each option grant, with input from
management, considering the Company’s third-party valuations of its common stock as well as the Board’s assessment of additional objective and subjective factors that the Board believed were relevant and which may have changed from

 [***] = Certain
confidential information contained in this document, marked by bracketed

 asterisks, has been omitted and filed separately with the
Securities and Exchange Commission

 pursuant to 17 CFR §200.83.

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

t: (858) 550-6000 f: (858) 550-6420 cooley.com

 U.S. Securities and Exchange Commission

July 5, 2024

Page Four

 the date of the most recent third-party valuation through the date of the grant. The third-party valuations
of the Company’s common stock that the Board considered in making its determinations were prepared in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide: Valuation of Privately-Held-Company
Equity Securities Issued as Compensation (the “Practice Aid”).

 The Board considered various objective and subjective
factors to determine the fair value of the Company’s common stock as of each grant date, including:

•

 valuations of the Company’s common stock performed by independent third-party valuation specialists;

•

 the anticipated capital structure that will directly impact the value of the currently outstanding securities;

•

 the Company’s results of operations and financial position;

•

 the status of the Company’s research and development efforts;

•

 the composition of, and changes to, the Company’s management team and board of directors;

•

 the lack of liquidity of the Company’s common stock as a private company;

•

 the Company’s stage of development and business strategy and the material risks related to the
Company’s business and industry;

•

 external market conditions affecting the life sciences and biotechnology industry sectors;

•

 U.S. and global economic conditions;

•

 the likelihood of achieving a liquidity event for the holders of the Company’s common stock, such as an IPO
or a sale of the Company, given prevailing market conditions; and

•

 the market value and volatility of comparable companies

Independent third-party valuations related to the stock option awards described above were performed as of the following dates:

•

 December 31, 2022;

•

 November 30, 2023; and

•

 April 18, 2024.

The third-party valuations of the common stock that the Board considered in making its determinations were prepared in accordance with the
Practice Guide, which prescribes several valuation approaches for determining the value of an enterprise, such as the cost, market and income approaches, and various methodologies for allocating the value of an enterprise to its capital structure
and specifically its common stock.

 In accordance with the Practice Aid, the Company considered the following methods for allocating the
enterprise value across its classes and series of capital stock to determine the estimated fair value of the common stock at each valuation date.

•

 Option Pricing Method (“OPM”). The OPM estimates the value of the common stock using
the various inputs in the Black-Scholes option pricing model. The OPM treats the rights of the holders of common stock as equivalent to that of call options on any value of the enterprise above certain break points of value based upon the
liquidation preferences of the holders of the Company’s convertible preferred stock and SAFEs, as well as their rights to participation, and the stock prices of the outstanding options. Thus, the value of the common stock can be determined by
estimating the value of its portion of each of these call option rights. Under this method, the common stock has value only if the funds available for distribution to stockholders exceed the value of the liquidation preference at the time of a
liquidity event, such as a merger or sale.

 [***] = Certain
confidential information contained in this document, marked by bracketed

 asterisks, has been omitted and filed separately with the
Securities and Exchange Commission

 pursuant to 17 CFR §200.83.

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

t: (858) 550-6000 f: (858) 550-6420 cooley.com

 U.S. Securities and Exchange Commission

July 5, 2024

Page Five

•

 Probability-Weighted Expected Return Method (“PWERM”). The PWERM is a scenario-based
analysis that estimates the value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the Company, as well as the economic and control rights of each
share class.

•

 Hybrid Method (“Hybrid Method”). The Hybrid Method is a weighted-average method that combines
both OPM and PWERM. Weighting allocations are assigned to the OPM and PWERM methods factoring in possible future liquidity events.

To support the Board in determining the estimated fair value of the common stock, the OPM was utilized for the independent third-party
valuations of the common stock as of December 31, 2022 (the “December 2022 Valuation”) and November 30, 2023 (the “November 2023 Valuation”), as discussed below. As the Company obtained better visibility into the timing
of a potential IPO, but accounting for uncertainty around the Company’s value should an IPO not occur, the valuation methodology changed to the use of a Hybrid Method for the independent third-party valuation of the common stock as of
April 18, 2024 (the “April 2024 Valuation”), as discussed below.

 The OPM and Hybrid Method are commonly used in these
situations and such use is consistent with guidance from the Practice Aid. In the Company’s case, the Hybrid Method incorporated two scenarios: (1) an alternative exit (stay-private) scenario where the allocation of total equity value was
performed using the OPM, and (2) an IPO scenario where all outstanding shares of the Company’s convertible preferred stock were assumed to be mandatorily converted into shares of common stock. In the IPO scenario, the Company assumed that
all outstanding shares of its convertible preferred stock and all the Company’s outstanding simple agreements for future equity (the “SAFEs”) would be converted into shares of common stock. In addition, given the common stock
represents a non-marketable equity interest in a private enterprise, an adjustment to the preliminary value estimates had to be made in each of the OPM and Hybrid Method to account for the lack of liquidity
that a stockholder experiences. This adjustment is commonly referred to as a discount for lack of marketability (“DLOM”).

 At
each grant date, the Board evaluated any recent events and their potential impact on the estimated fair value per share of the common stock. The Board determined the estimated fair value of the common stock on the date of grant taking into
consideration the most recent valuation report as well as other pertinent information available to it at the time of the grant.

 December
2022 Valuation – January 5, 2023, March 30, 2023, May 24,
2023 and August 18, 2023 Grants and April 3, 2023 Repricing

On January 5, 2023, March 30, 2023, May 24, 2023 and August 18, 2023, the