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CORRESP
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CORRESP

 Carlos Ramirez

 T: (858) 550-6157

 cramirez@cooley.com

Via EDGAR

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by RayzeBio, Inc.

In Connection with Registration Statement on Form S-1 (File
No. 333-274193)

 September 1, 2023

U.S. Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

Attention:  Gary
 Newberry

Kevin Vaughn

Joshua Gorsky

Margaret Schwartz

Re:   RayzeBio, Inc.

Registration Statement on Form S-1

Filed August 24, 2023

File No. 333-274193

Ladies and Gentlemen:

 On behalf of
RayzeBio, Inc. (the “Company”), we are submitting this supplemental letter in further response to comment 6 received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) by letter dated March 10, 2022 with respect to the Company’s Confidential Draft Registration Statement on Form S-1 originally submitted to the Commission on
February 11, 2022, resubmitted to the Commission on April 5, 2022, June 23, 2023 and August 4, 2023 and subsequently filed with the Commission on August 24, 2023 (the “Registration Statement”).

Due to the commercially sensitive nature of information contained in this letter, this submission is accompanied by the Company’s
request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the 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 letter to the Office of Freedom of Information and Privacy Act Operations, as
well as a copy of this correspondence, 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 Staff in italicized type and have followed the comment with
the Company’s response.

 Management’s discussion and analysis of financial condition and results of operation Stock-based compensation
expense, page 107

 [***] = 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

September 1, 2023

 Page Two

6.
 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 initial public offering 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 section 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,”
appearing on pages 114 through 117 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 the Company preliminarily estimates a price range of $[***] to $[***] per share of common stock (the
“Preliminary Price Range”) for its IPO, which does not reflect an expected [***]-for-[***] reverse stock split of the
Company’s capital stock that the Company expects to effect prior to the filing of a preliminary prospectus with a bona fide price range. The share and per-share numbers in this letter are presented on a pre-split basis.

 The Preliminary Price Range is based in part upon the Company’s financial
position and prospects, prospects for the biopharmaceutical industry, the general condition of the securities markets and the recent market prices of, and the demand for, publicly traded shares of generally comparable companies in the
biopharmaceutical industry, as well as feedback from potential investors following “testing the waters” meetings, which suggested there was investor interest in the Company at a step-up in valuation,
and input received from J.P. Morgan Securities, LLC, Jefferies LLC and Evercore Group L.L.C., the representatives of the underwriters (the “Representatives”) for the IPO. The Company notes that, as is typical in IPOs, the
Preliminary Price Range for the Company’s IPO was not derived using a formal determination of fair value, but was determined by discussions among the board of directors of the Company (the “Board”), senior management of
the Company and the Representatives based on the assessment of the foregoing factors.

 The Company will include a bona fide price
range of the common stock in an amendment to the Registration Statement that will precede the commencement of the Company’s road show, which the Company expects to be a [***]-dollar range (on a post-split basis) within the Preliminary Price
Range. 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.

Determinations of Fair Value of Common Stock on Date of Grant

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, 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

 [***] = 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

September 1, 2023

 Page Three

objective and subjective factors that the Board believed were relevant and which may have changed from 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 (“AICPA 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:

•

 the prices of the Company’s convertible preferred stock sold to investors in arm’s length transactions and the
rights, preferences and privileges of the Company’s convertible preferred stock relative to those of the Company’s common stock;

•

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

•

 the progress of the Company’s research and development programs, including the status of preclinical studies and
clinical trials for the Company’s drug candidates;

•

 the Company’s results of operations and financial position, including the Company’s available capital
resources;

•

 the valuation of publicly traded companies in the life sciences and biotechnology sectors, as well as recently completed
mergers and acquisitions of peer companies;

•

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

•

 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;

•

 trends and developments in the Company’s industry;

•

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

•

 the economy in general.

Original September 1, 2022 Valuation (Used to Determine Fair Value of Common Stock on Date of Grant for Options Granted on December 1, 2022, March 24, 2023,
May 9, 2023 and June 7, 2023):

 The Company completed its Series D preferred stock financing on September 1,
2022 (the “Series D Financing”). In connection with the Series D Financing, the Company obtained a third-party valuation of its common stock as of September 1, 2022 (the “Original
September 1, 2022 Valuation”), which utilized the Back-Solve Method of the market approach (the “Back-Solve Method”) to determine its equity value and the Option-Pricing Method
(“OPM”) to allocate equity value, resulting in a value of $0.63 per share. This valuation also included a dissolution scenario. In determining the fair value of the Company’s common stock on the date of grant for option
awards granted by the Company for the period from December 1, 2022 through June 7, 2023, the Board relied, among other things, on the Original September 1, 2022 Valuation. The Original September 1, 2022 Valuation was subsequently
revised (including the valuation methods used therein) as part of the Company’s reassessment of the fair value of its common stock for financial reporting purposes, as described below.

 [***] = 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

September 1, 2023

 Page Four

 June 9, 2023 Valuation (Used for Reassessment of Fair Value of Common Stock on Date of Grant for Options
Granted May 9, 2023 and June 7, 2023 and to Determine Fair Value of Common Stock on Date of Grant for Options Granted on August 22, 2023):

In June 2023, in connection with its IPO organizational meeting on [***] (the “2023 IPO Organizational Meeting”),
the Board obtained the June 9, 2023 Valuation (as defined below), which utilized a hybrid method (the “Hybrid Method”) in which the equity value in the IPO scenario is allocated to each class of shares
using the fully-diluted shares outstanding and whereby the equity value in the non-IPO scenario is allocated using an OPM to reflect the full distribution of possible
non-IPO outcomes, resulting in a fair value of $2.02 per share, as described below. As described below, the June 9, 2023 Valuation was used for the Company’s reassessment of the fair value of its
common stock for financial reporting purposes on the date of grant for options granted on May 9, 2023 and June 7, 2023. As a result of its determination there was no material change in the fair value of the Company’s common stock
since the June 9, 2023 Valuation, the Board relied, among other things, on the June 9, 2023 Valuation to determine the grant date fair value of the Company’s common stock for options granted on August 22, 2023.

The following table summarizes all stock option awards granted by the Company during the past 12 months, including the fair value used
to determine the exercise price on the date of grant and the Company’s reassessment of the fair value of its common stock for financial reporting purposes, as described in greater detail under the subsection entitled “Fair Value
Reassessment” below:

 Option Grant Dates

Number of
Shares
Subject to
Options
Granted

Common Stock
Retrospective
Fair Value Per
Common
Share
for
Financial
Reporting
Purposes

Exercise
Price

Intrinsic Value
Per Underlying
Common Share

 December 1, 2022

9,931,046

$
1.50
(1)

$
0.63

$
0.87

 March 24, 2023

1,145,000

$
1.50
(1)

$
0.63

$
0.87

 May 9, 2023

1,262,000

$
2.02
(1)

$
0.63

$
1.39

 June 7, 2023

172,000

$
2.02
(1)

$
0.63

$
1.39

 August 22, 2023

1,787,870

N/A

$
2.02

N/A

(1)
 On the date of this option grant, the Board determined the fair value of the Company’s common stock after taking
into account the Company’s most recently available contemporaneous third-party valuation of its common stock as of such grant date, and other objective and subjective factors as appropriate. However, solely for financial reporting purposes, the
fair value of the Company’s common stock at the date of this grant was adjusted in connection with a retrospective fair value assessment using hindsight as further described under the subsection entitled “Fair Value Reassessment”
below.

 [***] = 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

September 1, 2023

 Page Five

 Fair Value Reassessment

In the course of preparing the Company’s consolidated financial statements for the year ended December 31, 2022 and the six
months ended June 30, 2023, with a retrospective view, the Company reassessed the fair value of its common stock solely for financial reporting purposes for options granted during these periods. Relying on hindsight, the Company evaluated its
original inputs and the methodologies used to determine the Company’s equity value and the methods the Company used to allocate equity value. The Company reassessed the fair values of its common stock solely for financial reporting purposes as
of December 1, 2022 and March 24, 2023 to be $1.50 per share consistent with the Revised September 1, 2022 Valuation (as defined below) and as of May 9, 2023 and June 7, 2023 to be $2.02 per share consistent with the
June 9, 2023 Valuation (as defined below).

 The following is a summary of the methodologies used in determining the estimated
fair values of the Company’s common stock with the assistance of independent third-party valuation reports for the options listed above.

 Revised
September 1, 2022 Valuation (Used for Reassessment of Fair Value of Common Stock on Date of Grant for Options Granted on December 1, 2022 and March 24, 2023):

As part of its fair value reassessment, the Company obtained a revised third-party valuation of its common stock as of September 1,
2022 (the “Revised September 1, 2022 Valuation”). In accordance with the AICPA Practice Aid, this valuation used the Hybrid Method to address an IPO scenario assuming an IPO in
[***] and a non-IPO scenario whereby a future liquidity or exit event occurs in [***]. The Company determined that the Hybrid Method (as opposed to the Back-Solve Method and OPM used in the Original
September 1, 2022 Valuation) would more appropriately reflect the probability of an IPO in the near-term.

 In the IPO scenario,
an estimated equity value was determined based on a management estimate. The IPO s