SecProbe.io

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 DESIGN THERAPEUTICS, INC.
 6005 Hidden Valley Road, Suite 110
 Carlsbad, California 92011 May 14, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549 Attn: Jessica Dickerson

 Re:
 Design Therapeutics, Inc.
 Registration Statement on Form S-3 (File No. 333-287043)
 Filed: May 7, 2025
 Request for Acceleration of Effective Date
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, Design Therapeutics, Inc. (the “ Company ”) hereby requests that the Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause
the above-referenced Registration Statement to become effective on May 16, 2025 at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such other time as the Company or its counsel may request by telephone to the staff of the
Commission. The Company hereby authorizes each of Kenneth J. Rollins and Asa M. Henin of Cooley LLP, counsel to the Company, to make such a request on its behalf.
 Once the Registration Statement has been declared effective, please orally confirm that event with Kenneth J. Rollins of Cooley LLP at (858) 550-6136 or Asa M. Henin of Cooley LLP at (858) 550-6104.
 [Signature Page Follows]

 Sincerely,

 D ESIGN T HERAPEUTICS , I NC .

 By:

 /s/ Pratik Shah, Ph.D.

 Pratik Shah, Ph.D.

 President, Chief Executive Officer and Chairperson

 cc:
 Mustapha Parekh, Design Therapeutics, Inc.
 Kenneth J. Rollins, Cooley LLP
 Asa M. Henin, Cooley LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 13, 2025

Pratik Shah
Chief Executive Officer
Design Therapeutics, Inc.
6005 Hidden Valley Road, Suite 110
Carlsbad, CA 92011

 Re: Design Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed May 7, 2025
 File No. 333-287043
Dear Pratik Shah:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Kenneth J. Rollins, Esq.
</TEXT>
</DOCUMENT>

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 DESIGN THERAPEUTICS, INC.

6005 Hidden Valley Road, Suite 110

Carlsbad, California 92011

 May 5, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Dorrie Yale

Re:
 Design

Registration Statement on Form S-3 (File
No. 333-264521)

 Filed: April 27, 2022

Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Design Therapeutics,
Inc. (the “Company”) submitted a prior request for acceleration for the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) on
Monday, May 2, 2022 (the “Prior Request”) with the Securities and Exchange Commission (the “Commission”). The Prior Request is superseded in its entirety by this request for acceleration.

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Commission take appropriate action to
cause the Registration Statement to become effective at 5:00 p.m. Eastern Time on Monday, May 9, 2022, or as soon thereafter as is practicable, or at such other time as the Company or its counsel may request by telephone to the staff of the
Commission. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from Cooley LLP confirming this request. The Company hereby authorizes each of Kenneth J. Rollins and Asa M. Henin of Cooley LLP,
counsel to the Company, to make such a request on its behalf.

 Once the Registration Statement has been declared effective, please orally
confirm that event with Kenneth J. Rollins of Cooley LLP at (858) 550-6136 or Asa M. Henin of Cooley LLP at (858) 550-6104.

[Signature Page Follows]

 Sincerely,

DESIGN THERAPEUTICS, INC.

By:

 /s/ João Siffert

João Siffert, Ph.D.

President and Chief Executive Officer

cc:
 Mustapha Parekh, Design Therapeutics, Inc.

Kenneth J. Rollins, Cooley LLP

Asa M. Henin, Cooley LLP

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 DESIGN THERAPEUTICS, INC.

6005 Hidden Valley Road, Suite 110

Carlsbad, California 92011

 May 2, 2022

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Dorrie Yale

Re:
 Design Therapeutics, Inc.

Registration Statement on Form S-3 (File
No. 333-264521)

 Filed: April 27, 2022

Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Design Therapeutics, Inc. hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form
S-3 (the “Registration Statement”) to become effective at 4:00 p.m. Eastern Time on Wednesday, May 4, 2022, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with Kenneth J. Rollins of Cooley LLP at (858) 550-6136 or Asa M. Henin of Cooley LLP at (858) 550-6104.

[Signature Page Follows]

 Sincerely,

DESIGN THERAPEUTICS, INC.

By:

 /s/ João Siffert, Ph.D.

João Siffert, Ph.D.

President and Chief Executive Officer

cc:
 Mustapha Parekh, Design Therapeutics, Inc.

Kenneth J. Rollins, Cooley LLP

Asa M. Henin, Cooley LLP

United States securities and exchange commission logo
April 29, 2022
João Siffert
President and Chief Executive Officer
Design Therapeutics, Inc.
6005 Hidden Valley Road, Suite 110
Carlsbad, California 92011
Re:Design Therapeutics, Inc.
Registration Statement on Form S-3
Filed April 27, 2022
File No. 333-264521
Dear Dr. Siffert:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Asa M. Henin, Esq.

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 March 23, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Jeanne Bennett

 Vanessa Robertson

 Kasey Robinson

 Jeffrey Gabor

Re:
 Design Therapeutics, Inc.

 Registration Statement on Form S-1, as amended (File No. 333-253954)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), we, as the representatives of the several underwriters, hereby join in the request of Design Therapeutics, Inc. (the “Company”) for acceleration of the effective date of
the above-referenced Registration Statement on Form S-1 so that it becomes effective at 4:00 p.m. Eastern time on March 25, 2021, or as soon thereafter as possible.

Pursuant to Rule 460 under the Act, we, as the representatives of the several underwriters, wish to advise you that between March 22,
2021 through the date hereof we have distributed approximately 2,749 copies of the Company’s Preliminary Prospectus dated March 22, 2021 to prospective underwriters, dealers, institutional investors and others.

We, the undersigned, as the representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

(signature page follows)

Very truly yours,

GOLDMAN SACHS & CO. LLC

SVB LEERINK LLC

PIPER SANDLER & CO.

Acting severally on behalf of themselves and the several underwriters

GOLDMAN SACHS & CO. LLC

By:

 /s/ Elizabeth Wood

Name:

Elizabeth Wood

Title:

Managing Director

SVB LEERINK LLC

By:

 /s/ Stuart Nayman

Name:

Stuart Nayman

Title:

Managing Director, Senior Legal

Counsel

PIPER SANDLER & CO.

By:

 /s/ Neil Riley

Name:

Neil Riley

Title:

Managing Director

 (Signature Page to Acceleration Request Letter)

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 DESIGN THERAPEUTICS, INC.

6005 Hidden Valley Road, Suite 110

Carlsbad, CA 92011

 March 23, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Jeanne Bennett

 Vanessa Robertson

 Kasey Robinson

 Jeffrey Gabor

Re:
 Design Therapeutics, Inc.

 Registration Statement on Form S-1, as amended (File No. 333-253954)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Design Therapeutics, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the
above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m. Eastern time, on March 25,
2021, or as soon thereafter as possible, or at such other time as the Company or its counsel may request by telephone to the staff of the Commission. This request for acceleration is subject, however, to your receiving a telephone call prior to such
time from Cooley LLP confirming this request. The Company hereby authorizes each of Kenneth J. Rollins and James Pennington of Cooley LLP, counsel to the Company, to make such a request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Kenneth J. Rollins of Cooley LLP at (858) 550-6136, or in his absence, James Pennington of Cooley LLP at (858) 550-6029.

Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s
request for acceleration of the effectiveness of the Registration Statement.

 [Signature page follows]

Very truly yours,

Design Therapeutics, Inc.

/s/ João Siffert, M.D.

By:

João Siffert, M.D.

Title:

President and Chief Executive Officer

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 Kenneth J. Rollins

 +1 858
550 6136

 krollins@cooley.com

 March 22, 2021

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Jeanne Bennett, Vanessa Robertson, Kasey Robinson and Jeffrey Gabor

Re:
 Design Therapeutics, Inc.

Registration Statement on Form S-1

Filed March 5, 2021

File No. 333-253954

Ladies and Gentlemen:

 On behalf of Design Therapeutics, Inc.
(the “Company”), we are responding to the comments (the “Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in its letter, dated March 18, 2021 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-1 (the
“Registration Statement”).

 In response to the Comments, the Company has revised the Registration Statement and is publicly filing
via EDGAR an Amendment No. 1 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) with this response letter.

For ease of reference, set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of
the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of this response letter correspond to the page numbers of the Amended Registration Statement. Capitalized terms used in this letter
but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

 Registration Statement on Form S-1, Filed March 5, 2021

 Capitalization, page 80

1.
 It appears that your total capitalization reflected in the Actual column should be $34,041 rather than $34,166.
If you continue to believe that your capitalization is $34,166, please provide us with your calculation.

Response: In response to the Staff’s comment, the Company has revised its disclosure as requested on page 81 of the Amended
Registration Statement.

 Cooley LLP    4401 Eastgate Mall    San Diego,
CA    92121-1909

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

 U.S. Securities and Exchange Commission

March 22, 2021

 Page Two

 Certain Relationships and Related Party Transactions

Consulting Arrangements, page 169

2.
 Please file as an exhibit the consulting agreement with Aseem Z. Ansari, Ph.D. or provide your analysis
identifying how you determined that the agreement did not need to be filed as an exhibit. Please refer to Item 601(b)(10) of Regulation S-K.

Response: In response to the Staff’s comment, the Company has filed the Consulting Agreement by and between the Company and Aseem
Z. Ansari, PhD, dated December 27, 2017, as amended, as Exhibit 10.12 of the Amended Registration Statement.

 * * *

The Company respectfully requests the Staff’s assistance in completing the review of the Amended Registration Statement as soon as possible. Please
advise us if we can provide any further information or assistance to facilitate your review. Please contact me at (858) 550-6136 or Charles S. Kim of Cooley LLP at
(858) 550-6049 with any questions or further comments regarding our responses to the Comments.

 Sincerely,

 /s/ Kenneth J. Rollins

Kenneth J. Rollins

 Cooley LLP

cc:
 João Siffert, M.D., Design Therapeutics, Inc.

Charles S. Kim, Cooley LLP

 James
Pennington, Cooley LLP

 Brian J. Cuneo, Latham & Watkins LLP

Drew Capurro, Latham & Watkins LLP

Cooley LLP    4401 Eastgate Mall    San Diego, CA    92121-1909

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

United States securities and exchange commission logo
March 18, 2021
João Siffert, M.D.
President and Chief Executive Officer
Design Therapeutics, Inc.
6005 Hidden Valley Road, Suite 110
Carlsbad, CA 92011
Re:Design Therapeutics, Inc.
Registration Statement on Form S-1
Filed March 5, 2021
File No. 333-253954
Dear Dr. Siffert:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed March 5, 2021
Capitalization, page 80
1.It appears that your total capitalization reflected in the Actual column should be $34,041
rather than $34,166.  If you continue to believe that your capitalization is $34,166 please
provide us with your calculation.

Certain Relationships and Related Party Transactions
Consulting Arrangements, page 169
2.Please file as an exhibit the consulting agreement with Aseem Z. Ansari, Ph.D. or provide
your analysis identifying how you determined that the agreement did not need to be filed
as an exhibit.  Please refer to Item 601(b)(10) of Regulation S-K.

 FirstName LastNameJoão Siffert, M.D.
 Comapany NameDesign Therapeutics, Inc.
 March 18, 2021 Page 2
 FirstName LastName
João Siffert, M.D.
Design Therapeutics, Inc.
March 18, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeanne Bennett at 202-551-3606 or Vanessa Robertson at 202-551-3649
if you have questions regarding comments on the financial statements and related
matters.  Please contact Kasey Robinson at 202-551-5880 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kenneth Rollins, Esq.

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 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by Design Therapeutics, Inc. in

connection with Registration Statement on Form S-1 (File No. 333-253954)

Design Therapeutics, Inc.

 6005 Hidden Valley Road, Suite 110

 Carlsbad, California 92011

 Attn: João Siffert, M.D.,
President and Chief Executive Officer

 March 16, 2021

VIA EDGAR and HAND DELIVERY

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Healthcare and Insurance

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attn: Jeanne Bennett, Vanessa Robertson, Kasey Robinson and Jeffrey Gabor

Re:
 Design Therapeutics, Inc. | Anticipated Price Range

Registration Statement on Form S-1 (File No. 333-253954)

Ladies and Gentlemen:

 Rule 83 Confidential Treatment
Requested by Design Therapeutics, Inc.

 On behalf of Design Therapeutics, Inc. (the “Company”), we are submitting this
supplemental letter in further response to comment 5 received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter, dated February 22,
2021 (the “Comment Letter”), relating to the Company’s confidential Draft Registration Statement on Form S-1 submitted to the Commission on January 26, 2021, which
Registration Statement was subsequently filed on March 5, 2021 (File No. 333-253954) (the “Registration Statement”).

Because of the commercially sensitive nature of information contained herein, 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.

 To assist the Staff of the Commission in its review, the Company advises
the Staff that it presently estimates that the public offering price per share pursuant to the Registration Statement for its initial public offering (“IPO”) will be between $[***] and $[***] (without giving effect to any
reverse stock split that the Company will effect prior to the offering, the “Preliminary Price Range”). The Preliminary Price Range is based in part upon the Company’s prospects, prospects for the biopharmaceutical
industry, the general condition of the securities market and the recent market prices of, and demand for, publicly traded shares of generally comparable companies in the biopharmaceutical industry, as well as input received from Goldman
Sachs & Co. LLC, SVB Leerink LLC and Piper Sandler & Co., the lead underwriters for the IPO (the “Representatives”). 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 discussion among the Company and the Representatives based on an assessment of the foregoing factors.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83.

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

  Page
 2

 For clarity, the Company advises the Staff that, given the volatility of the public trading markets and the
uncertainty of the timing of the offering, the Company and the Representatives have not yet determined the precise price range for the offering. However, the Company will provide a bona fide price range of the common stock in a “red
herring” pre-effective amendment to the Registration Statement that will proceed the commencement of the Company’s “road show.” The Company advises the Staff that the final price range to
be included in the pre-effective amendment to the Registration Statement, after giving effect to an appropriate reverse stock split, will constitute a bona fide price range. The parameters of the bona fide
price range will be subject to then-current market conditions, continuing discussions with the Representatives and the volatility in the securities markets. 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, unless otherwise approved by the Staff.

Recent Stock Option Grants and Preferred Stock Purchase Right Valuations

The Company’s most recent grants of stock options, including those made since the latest balance sheet presented in the Registration
Statement, are set forth below:

 Grant Date

Number of Shares
Underlying Options
Granted

Per Share Exercise
Price of Options

Estimated Fair
Market Value
of Shares

Reassessed Fair
Market Value
of Shares(1)

 February 11, 2020

[***]

$
[***]

$
[***]

[***]

 April 9, 2020

[***]

$
[***]

$
[***]

[***]

 July 30, 2020

[***]

$
[***]

$
[***]

[***]

 October 29, 2020

[***]

$
[***]

$
[***]

$
[***]

 November 13, 2020

[***]

$
[***]

$
[***]

$
[***]

 December 7, 2020

[***]

$
[***]

$
[***]

$
[***]

 January 14, 2021

[***]

$
[***]

$
[***]

[***]

 February 26, 2021

[***]

$
[***]

$
[***]

[***]

 March 1, 2021

[***]

$
[***]

$
[***]

[***]

(1)
 The Reassessed Fair Market Value of Shares represents a retrospective revaluation solely for accounting
purposes as further discussed below.

(2)
 No retrospective fair value reassessment was performed with respect to the fair value of these option grants.
However, the Company anticipates retrospectively reassessing the fair value of these option grants, solely for accounting purposes as further described the subsection entitled “Comparison of Estimated Fair Value and the Preliminary IPO Price
Range,” at the actual IPO price given the close proximity of such grant dates to the filing of the Registration Statement and the anticipated commencement of the Company’s road show.

Common Stock Valuation Methodologies

As there has been no public market for the Company’s common stock to date, the Company has historically determined the fair value of its
common stock using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity
Securities Issued as Compensation (the “AICPA Practice Guide”). In addition, the Company’s Board of Directors considered numerous objective and subjective factors, along with input from management and third-party
valuations, to determine the fair value of the Company’s common stock as further disclosed on pages 99-101 of the Registration Statement.

Through December 2019, the Company utilized the option-pricing method (“OPM”),
which is an accepted valuation method under the AICPA Practice Guide, for determining the fair value of its common stock. The OPM uses option theory to value the various classes of a company’s securities in light of their respective claims to
the enterprise value. Under this method, total shareholders’ equity value is allocated to the various share classes based upon their respective claims on a series of call options with strike prices at various value levels depending upon the
rights and preferences of each class. A Black-Scholes closed form option pricing model is employed in this analysis, with an option term assumption that is consistent with the expected time to a liquidity event and a volatility assumption based on
the estimated stock price volatility of a peer group of comparable public companies over a similar term.

 CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

 HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO 17 CFR §200.83.

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

  Page
 3

 For valuations performed in 2020 and 2021, in accordance with the AICPA Practice Guide, the
Company utilized a hybrid method (the “Hybrid Method”) of the OPM and the probability-weighted expected return method (“PWERM”) for determining the fair value of
its common stock. 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. More specifically, the PWERM involves estimating the overall value of the subject company under various liquidity event scenarios and allocating the value to the various share classes
based on their respective claim on the proceeds as of the date of each event. These different scenarios typically include an initial public offering, an acquisition, or a liquidation of the business, each resulting in a different value. For each
scenario, the future value of each share class is calculated and discounted to a present value using an appropriate cost of capital. The results of each scenario are then probability weighted in order to arrive at an estimate of fair value for each
share class as of a current date.

 The Hybrid Method estimates the probability-weighted value across multiple scenarios and the OPM to
allocate the estimated equity value within one or more of the scenarios. In the Company’s hybrid method, several types of future event scenarios were considered including IPO scenarios and other scenarios such as continued operations as a
private entity scenario and a dissolution. The enterprise value was determined for scenarios using various market approaches. Once the equity value was determined for each scenario, the Company used the OPM to allocate value in the stay private
scenario and the as-converted basis to allocate value in the IPO scenarios, before applying a discount for lack of marketability (“DLOM”). The relative probabilities between the future
exit scenarios were determined by management based on an analysis of performance and market conditions at the time, including then current IPO valuations of similarly situated companies and expectations as to the timing and likely prospects of
future event scenarios.

 The Company’s Board of Directors and management developed estimates based on application of these approaches
and the assumptions underlying these valuations, giving careful consideration to independent third-party valuation reports, and whether any events occurred that would trigger any material changes to the business or would require adjustment to the
estimated fair value from the previous valuation date. These assumptions represented management’s best estimates, which involved inherent uncertainties and the application of management’s judgment. As a result, if management had used
significantly different assumptions or estimates, the fair value of the Company’s common stock and their stock-based compensation expense could have been materially different.

The various objective and subjective factors considered by the Company in valuing its common stock as of each grant date, included:

•

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

•

 the Company’s stage of development and business strategy, including the status of research and development
efforts of its product candidates;

•

 the material risks related to its business and industry;

•

 the Company’s results of operations and financial position, including its levels of 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 Company’s common stockholders, such as an IPO or a
sale of the Company, given prevailing market conditions, and the timing thereof;

•

 trends and developments in the Company’s industry; and

•

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

 CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

 HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO 17 CFR §200.83.

 Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT REQUEST

  Page
 4

 The following is a summary of the dates for which the Company utilized the assistance of
independent third-party valuations during 2020 and 2021 to determine the fair value of its common stock:

 Valuation Date

Per Share
Fair Value of
Common Stock

 January 31, 2020

$
[***]

 March 15, 2020

$
[***]

 December 31, 2020

$
[***]

 January 31, 2021

$
[***]

 As noted previously and given the significant equity market volatility in 2020 due to the impacts of the novel
coronavirus-2019 (“COVID-19”), the market’s subsequent partial recovery, the Company’s progress on its research programs and the completion of an organizational meeting for
the Company’s IPO on December 22, 2020, the Company reassessed the fair value of its common stock solely for financial reporting purposes for options granted in 2020. The Company concluded that the original inputs and methodologies used in
determining the fair value per common share for the option grants on February 2020, April 2020 and July 2020, were appropriate and no reassessed value was applied to these awards. However, although
no-single event occurred since the closing of Company’s Series A preferred stock financing in March 2020 through the organizational meeting in December 2020 that would indicate a step-up in valuation occurred, the Company determined it appropriate to reassess the fair market value of option grants made in October 2020, November 2020 and December 2020 given the Company’s
potential IPO and its Series B preferred stock financing in January 2021. The Company reassessed the fair value of these awards to be $[***] per share, consistent with the December 31, 2020 valuation.

The following is discussion of the Company’s determination of the valuations and methodologies used in determining the estimated fair
values of the Company’s common stock during 2020 and 2021.

 Fair Value Determinations

February 2020 Option Grants

The Company’s Board of Directors, with input from management, determined the fair value of its common stock was $[***] per share as of
February 11, 2020, after considering a valuation report from an independent third-party valuation firm as of January 31, 2020. In reaching this determination, the Board of Directors determined that as of the grant date, no material changes
had occurred in the business since the date of the third-party valuation report on January 31, 2020.

 At the time of the January 2020
valuation, the Company was contemplating a Series A preferred stock financing and the PWERM allowed the Company to have scenarios with the consummation of a Series A preferred stock financing and a scenario without such a financing. More
specifically, in determining the fair value of the Company’s common stock on January 31, 2020, the Company considered three future event scenarios: (1) a $40.0 million Series A preferred stock financing, (2) a
$5.0 million Series A preferred stock financing delayed to a future period, and (3) no financing. The Company applied probabilities as of January 31, 2020 of [***]% to the $40.0 million Series A preferred stock financing
scenario, [***]% to the $5.0 million delayed Series A preferred stock financing scenario and [***]% to the no financing scenario, respectively. The relative probabilities between the future exit scenarios were based on an analysis of the market
conditions at the time, including the then valuations of similarly situated companies and expectations as to the timing and likely prospects of completing the Series A preferred stock financing. The Company estimated the average time to liquidity
was [***] years under the $40 million Seri

CORRESP
1
filename1.htm

CORRESP

 Kenneth J. Rollins

+1 858 550 6136

krollins@cooley.com

 March 5, 2021

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Jeanne Bennett, Vanessa Robertson, Kasey Robinson and Jeffrey Gabor

Re:
 Design Therapeutics, Inc.

Draft Registration Statement on Form S-1

Submitted January 26, 2021

CIK No. 0001807120

 Ladies and
Gentlemen:

 On behalf of Design Therapeutics, Inc. (the “Company”), we are responding to the comments (the
“Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter, dated February 22, 2021 (the
“Comment Letter”), relating to the above referenced confidential Draft Registration Statement on Form S-1 (the “DRS”).

In response to the Comments, the Company has revised the DRS and is publicly filing via EDGAR a revised Registration Statement on Form S-1 (the “Registration Statement”) with this response letter.

 For ease of reference, set forth
below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of
this response letter correspond to the page numbers of the Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the meanings set forth in the Registration Statement.

Draft Registration Statement on Form S-1, Submitted January 26, 2021

Prospectus Summary

 Overview, page
1

1.
 Please revise your disclosure in the first sentence on page 1 to highlight that your operations are
preclinical.

 Response: In response to the Staff’s comment, the Company has revised its disclosure as
requested on pages 1, 87 and 104 of the Registration Statement.

2.
 We note references to preclinical data that your product candidates have “consistently restored
frataxin (FXN) levels in cells from FA patients,” “reduced nuclear foci in DM1 patient muscle cells” and similar statements indicating findings of efficacy. Please revise to remove any statements that suggest the efficacy of your
candidates, as these determinations are the exclusive authority of the FDA or other regulators. Also, please limit the prospectus summary discussion of preclinical studies to an objective description of the endpoints of your studies and trials and
whether they were met.

 Cooley
LLP  4401 Eastgate Mall  San Diego, CA  92121-1909

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

 U.S. Securities and Exchange Commission

March 5, 2021

 Page Two

For example, rather than stating that your “FA GeneTACs have consistently restored frataxin (FXN) levels in cells from FA patients,” present your trial observations without concluding
that the FA GeneTACs caused the observations. Similarly revise the disclosure throughout your filing.

 In response to the Staff’s
comment, the Company has revised its disclosure as requested on pages 1, 87 and 104 of the Registration Statement and throughout the Registration Statement where applicable.

3.
 Revise the table on page 4 to reflect that you have not yet submitted an IND with respect to Friedreich
ataxia (GAA) and Myotonic dystrophy (CTG).

 Response: In response to the Staff’s comment, the Company has
revised its disclosure as requested on pages 4 and 106.

4.
 We note that you have included in your product pipeline table your GeneTAC platform discovery programs.
Given the early-stage development of these programs, please explain why these programs are sufficiently material to your business to warrant inclusion in your pipeline table. If they are material, please expand your disclosure on pages 118-119 to provide a more fulsome discussion of these programs, including a description of preclinical studies or other development activities conducted. Alternatively, remove any programs that are not currently
material from your pipeline table.

 Response: In response to the Staff’s comment, the Company has revised
its disclosure as requested on pages 4, 5, 106 and 107 of the Registration Statement.

 Management’s Discussion and Analysis

Common Stock Valuations, page 98

5.
 Once you have an estimated offering price or range, please explain to us the reasons for any significant
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.

Response: The Company acknowledges the Staff’s comment and undertakes that, once an estimated offering price is available, it will
provide the Staff with a supplemental letter containing the fair value underlying its equity issuances and an analysis explaining the reasons for any differences between the Company’s recent fair value determinations and the estimated offering
price, if any.

 Business

 License
Agreement, page 120

6.
 We note your disclosure with respect to the WARF License Agreement that your royalty obligation will
terminate on the date of expiration of the last-to-expire of the licensed patents in the relevant country. Please revise to clarify when the patents underlying such
royalty terms are expected to expire. In addition, revise to disclose the aggregate amounts, if any, paid to date under the WARF License Agreement.

 Cooley
LLP  4401 Eastgate Mall  San Diego, CA  92121-1909

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

 U.S. Securities and Exchange Commission

March 5, 2021

 Page Three

 Response: In response to the Staff’s comment, the Company has revised its
disclosure as requested on pages 121 and 122 of the Registration Statement.

7.
 Please briefly describe any of the material terms of the rights retained by the U.S. government. If there
are any material march-in-rights, address the portion of your business that would be impacted by exercise of such rights, and describe the conditions which might prompt
the U.S. government to exercise any such rights. Include risk factor disclosure if appropriate.

 Response: In
response to the Staff’s comment, the Company has revised its disclosure as requested on page 122 of the Registration Statement. The Company respectfully advises the Staff that the rights retained by the U.S. government are those that are
standard in licenses granted by universities and research institutions where U.S. government funding has been used in research, and that the exercise of march-in rights by the U.S. government is not a risk
material to the business of the Company. In addition, the Company has concluded that although some of its patents are based on work funded by the U.S. government, the fact that the U.S. government retains a royalty-free, non-exclusive license to practice any government-funded invention does not present a material threat to the Company’s business because the Company’s drug candidates will be protected by other proprietary
intellectual property developed by or on behalf of the Company that will not be available to others. The Company has also added a related risk factor on pages 54 and 55 of the Registration Statement.

Intellectual Property, page 122

8.
 Please revise your intellectual property disclosure to clearly describe on an individual basis the type of
patent protection granted for each technology, the expiration of each patent held, and the jurisdiction, including any foreign jurisdiction, of each pending or issued patent. In addition, please clarify whether each such patent is owned or licensed.
In this regard, it may be useful to provide this disclosure in tabular form to support the narrative already included.

Response: In response to the Staff’s comment, the Company has revised its disclosure as requested on pages 123 and 124 of the
Registration Statement.

9.
 Please revise here to disclose the type of intellectual property right protection applicable to your GeneTAC
Platform. In your revised disclosure, please clarify the source of protection for your “proprietary” platform, explain why the platform is “proprietary,” and disclose the duration of the underlying intellectual property
protection.

 Response: In response to the Staff’s comment, the Company has revised its disclosure as
requested on pages 123 and 124 of the Registration Statement.

 Description of Capital Stock

Choice of Forum, page 175

10.
 Please ensure that the exclusive forum provision in your amended and restated certificate of incorporation
to be effective immediately prior to the closing of this offering clearly states that this provision does not apply to actions arising under the Securities Act or Exchange Act, or tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.

 Cooley
LLP  4401 Eastgate Mall  San Diego,  CA 92121-1909

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

 U.S. Securities and Exchange Commission

March 5, 2021

 Page Four

 Response: The Company acknowledges the Staff’s comment and advises the Staff that
the Company’s amended and restated certificate of incorporation will clearly state that the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Securities Act of 1933, as amended, and
Securities Exchange Act of 1934, as amended.

 General

11.
 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.

 Response: The Company acknowledges the Staff’s comment and has provided to the Staff, on a supplemental
basis, copies of the written communications, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), that has been or will be used in meetings with potential investors in
reliance on Section 5(d) of the Securities Act. These materials have only been and will only be made available for viewing by potential investors during the Company’s presentations, and no copies have been or will be retained by any
potential investor. Pursuant to Rule 418 under the Securities Act, the copies supplementally provided shall not be deemed to be filed with, or a part of or included in, the Registration Statement.

*    *    *

 Cooley
LLP  4401 Eastgate Mall  San Diego, CA  92121-1909

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

 U.S. Securities and Exchange Commission

March 5, 2021

 Page Five

 The Company respectfully requests the Staff’s assistance in completing the review of the Registration
Statement as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please contact me at (858) 550-6136 or Charles S. Kim of Cooley LLP at (858) 550-6049 with any questions or further comments regarding the Company’s responses to the Comments.

Sincerely,

 /s/ Kenneth J. Rollins

Kenneth J. Rollins

Cooley LLP

cc:
 João Siffert, M.D., Design Therapeutics, Inc.

Charles S. Kim, Cooley LLP

 James
Pennington, Cooley LLP

 Brian J. Cuneo, Latham & Watkins LLP

Drew Capurro, Latham & Watkins LLP

 Cooley
LLP  4401 Eastgate Mall  San Diego, CA  92121-1909

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

United States securities and exchange commission logo
February 22, 2021
João Siffert, M.D.
President and Chief Executive Officer
Design Therapeutics, Inc.
6005 Hidden Valley Road, Suite 110
Carlsbad, CA 92011
Re:Design Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted January 26, 2021
CIK No. 0001807120
Dear Dr. Siffert:
            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.
Draft Registration Statement on Form S-1 submitted January 26, 2021
Prospectus Summary
Overview, page 1
1.Please revise your disclosure in the first sentence on page 1 to highlight that
your operations are preclinical.
2.We note references to preclinical data that your product candidates have "consistently
restored frataxin (FXN) levels in cells from FA patients," "reduced nuclear foci in DM1
patient muscle cells" and similar statements indicating findings of efficacy.  Please revise
to remove any statements that suggest the efficacy of your candidates, as these
determinations are the exclusive authority of the FDA or other regulators.  Also, please

 FirstName LastNameJoão Siffert, M.D.
 Comapany NameDesign Therapeutics, Inc.
 February 22, 2021 Page 2
 FirstName LastName
João Siffert, M.D.
Design Therapeutics, Inc.
February 22, 2021
Page 2
limit the prospectus summary discussion of preclinical studies to an objective description
of the endpoints of your studies and trials and whether they were met.  For example, rather
than stating that your "FA GeneTACs have consistently restored frataxin (FXN) levels in
cells from FA patients," present your trial observations without concluding that the FA
GeneTACs caused the observations.  Similarly revise the disclosure throughout your
filing.
3.Revise the table on page 4 to reflect that you have not yet submitted an IND with respect
to Friedreich ataxia (GAA) and Myotonic dystrophy (CTG).
4.We note that you have included in your product pipeline table your GeneTAC platform
discovery programs.  Given the early-stage development of these programs, please explain
why these programs are sufficiently material to your business to warrant inclusion in
your pipeline table.  If they are material, please expand your disclosure on pages 118-
119 to provide a more fulsome discussion of these programs, including a description of
preclinical studies or other development activities conducted.  Alternatively, remove any
programs that are not currently material from your pipeline table.
Management's Discussion and Analysis
Common Stock Valuations, page 98
5.Once you have an estimated offering price or range, please explain to us the reasons for
any significant 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.
Business
License Agreement, page 120
6.We note your disclosure with respect to the WARF License Agreement that your royalty
obligation will terminate on the date of expiration of the last-to-expire of the licensed
patents in the relevant country.  Please revise to clarify when the patents underlying such
royalty terms are expected to expire.  In addition, revise to disclose the aggregate
amounts, if any, paid to date under the WARF License Agreement.
7.Please briefly describe any of the material terms of the rights retained by the U.S.
government. If there are any material march-in-rights, address the portion of your business
that would be impacted by exercise of such rights, and describe the conditions which
might prompt the U.S. government to exercise any such rights.  Include risk factor
disclosure if appropriate.

 FirstName LastNameJoão Siffert, M.D.
 Comapany NameDesign Therapeutics, Inc.
 February 22, 2021 Page 3
 FirstName LastName
João Siffert, M.D.
Design Therapeutics, Inc.
February 22, 2021
Page 3
Intellectual Property, page 122
8.Please revise your intellectual property disclosure to clearly describe on an individual
basis the type of patent protection granted for each technology, the expiration of each
patent held, and the jurisdiction, including any foreign jurisdiction, of each pending or
issued patent.  In addition, please clarify whether each such patent is owned or licensed.
In this regard, it may be useful to provide this disclosure in tabular form to support the
narrative already included.
9.Please revise here to disclose the type of intellectual property right protection applicable
to your GeneTAC Platform.  In your revised disclosure, please clarify the source of
protection for your "proprietary" platform, explain why the platform is "proprietary," and
disclose the duration of the underlying intellectual property protection.
Description of Capital Stock
Choice of Forum, page 175
10.Please ensure that the exclusive forum provision in your amended and restated certificate
of incorporation to be effective immediately prior to the closing of this offering clearly
states that this provision does not apply to actions arising under the Securities Act or
Exchange Act, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
General
11.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.
            You may contact Jeanne Bennett at 202-551-3606 or Vanessa Robertson at 202-551-
3649 if you have questions regarding comments on the financial statements and related
matters.  Please contact Kasey Robinson at 202-551-5880 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kenneth Rollins, Esq.