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CORRESP
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 DOGWOOD THERAPEUTICS, INC.
44 Milton Avenue
Alpharetta, GA 30009

 May 29, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance

 100 F Street, N.E.
Washington, DC 20549

 Re:
 Dogwood Therapeutics, Inc.

 File No. 333-287575

 Registration Statement on Form S-3

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, or the Act, Dogwood Therapeutics, Inc., or the Company, requests that the effective date of the Company's Registration Statement
on Form S-3 (File No. 333-287575) be accelerated to 5:00 p.m. Eastern Time on June 2, 2025, or as soon thereafter as practicable. In making
this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 It would be appreciated if, promptly after the
Registration Statement has become effective, you would so inform our outside counsel, Darrick Mix of Duane Morris LLP, by telephone at
(215) 979-1206 or by email at dmix@duanemorris.com. The Company hereby authorizes Mr. Mix to orally modify or withdraw this request for
acceleration.

 Sincerely,

 DOGWOOD THERAPEUTICS,
 INC.

 By:
 /s/ Greg Duncan

 Greg Duncan

 Chairman and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2025

Greg Duncan
Chief Executive Officer
Dogwood Therapeutics, Inc.
44 Milton Avenue
Alpharetta, GA 30009

 Re: Dogwood Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed May 23, 2025
 File No. 333-287575
Dear Greg Duncan:

 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: Darrick M. Mix, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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VIRIOS THERAPEUTICS, INC.

44 Milton Avenue

Alpharetta, GA 30009

April 26, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re: Virios Therapeutics, Inc.

File No. 333-263700

Registration Statement on Form S-3

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, or the Act, Virios Therapeutics, Inc., or the Company, requests that the effective date of the Company’s Registration Statement
on Form S-3 (File No. 333-263700) be accelerated to 12:00 p.m. Eastern Time on April 28, 2022, or as soon thereafter as practicable. In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

It would be appreciated if, promptly after the
Registration Statement has become effective, you would so inform our outside counsel, Darrick Mix of Duane Morris LLP, by telephone at
(215) 979-1206 or by email at dmix@duanemorris.com. The Company hereby authorizes Mr. Mix to orally modify or withdraw this request for
acceleration.

    Sincerely,

    VIRIOS THERAPEUTICS, INC.

    By:
    /s/ Greg Duncan

    Greg Duncan

    Chairman and Chief Executive Officer

United States securities and exchange commission logo
March 23, 2022
Greg Duncan
Chief Executive Officer
Virios Therapeutics, Inc.
44 Milton Avenue
Alpharetta, GA 30009
Re:Virios Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 18, 2022
File No. 333-263700
Dear Mr. Duncan:
            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 Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darrick M. Mix, Esq.

CORRESP
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    December 14, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE: Virios
                                         Therapeutics, LLC (“Company”)

                                         Registration Statement on Form S-1

                                         (File No. 333-248447) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), ThinkEquity, a division of Fordham Financial Management Inc., as representative of the underwriters of the offering,
hereby joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so
as to permit it to become effective on Wednesday, December 16, 2020, at 5:00 p.m., ET, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting
on behalf of the several underwriters, wish to advise you that, through December 14, 2020, we distributed to each underwriter
or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as
well as “E-red” copies of the Preliminary Prospectus dated December 1, 2020, as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    THINKEQUITY

    A Division of Fordham Financial Management, Inc.

    By:
    /s/ Eric Lord

    Name: Eric Lord

    Title: Head of Investment Banking

CORRESP
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December 14, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Office of Life Sciences

 Re: Virios Therapeutics, LLC

Registration Statement on Form S-1

Filed August 28, 2020

File No. 333-248447

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Virios Therapeutics, LLC, an Alabama limited liability company (the “Registrant”),
hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-248447), as
amended (the “Registration Statement”), so that it may become effective at 5:00 p.m. EST on Wednesday, December
16, 2020 or as soon thereafter as practicable.

The
Registrant hereby acknowledges that:

 (i) should the Securities and Exchange Commission (the
 “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective,
it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 (ii) the action of the Commission or the staff, acting pursuant
to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the Registration Statement; and

 (iii) the Registrant may not assert the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Please
contact Darrick M. Mix of Duane Morris LLP, counsel to the Company, at (215) 979-1206, as soon as the Registration Statement has
been declared effective, or if you have any other questions or concerns regarding this matter.

    Very truly yours,

    VIRIOS THERAPEUTICS, LLC

    By:
    /s/ Greg Duncan

    Name: Greg Duncan

    Title: Chief Executive Officer and Chairman

CORRESP
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OF DUANE MORRIS

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ALLIANCE WITH

MIRANDA & ESTAVILLO

December 1, 2020

VIA EDGAR AND FEDEX

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re Virios Therapeutics, LLC

Amendment No. 6 to Registration Statement on Form S-1

Filed November 12, 2020

File No. 333-248447

On behalf of our client, Virios Therapeutics,
LLC (the “Registrant”), we are responding to the comment of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated November 30, 2020 (the “Comment
Letter”) relating to the above referenced Amendment No. 6 to Registration Statement on Form S-1 (the “Registration
Statement”).

Set forth below is the Registrant’s
response to the Staff’s comment. The numbering of the paragraph below corresponds to the numbering of the Staff’s comment
in the Comment Letter, which for your convenience we have incorporated into this response letter.

For the Staff’s convenience, we are
submitting copies of this letter and a copy of the Registration Statement marked to show all changes from the Registration Statement
via email.

Amendment No. 6 to Form S-1 filed November 12, 2020

Employment Agreements, page 106

Division of Corporation Finance

Securities and Exchange Commission

Page 2 of 2

December 1, 2020

 1. We note your revised disclosures on page F-28 regarding
your membership issuances to Dr. Pridgen. Please revise to add disclosure as appropriate regarding this August agreement, including
as a related party transaction. Please also file the July 2020 agreement discussed in this section, or otherwise advise. In addition,
your revised disclosures regarding your agreement with Dr. Gendreau in your financial statements do not seem to correspond with
your disclosures in this section. Please reconcile your disclosures.

The Registrant has revised pages 107 and 114 to add additional
disclosure regarding the grant of membership interests to Dr. Pridgen and have added the July 2020 agreement as Exhibit 10.9 to the Registration
Statement.

The Registrant has also revised page 110 to reconcile the disclosure
regarding Dr. Gendreau’s employment agreement with the disclosure on page F-28.

Please contact me at (215) 979-1206 with
any questions or further comments regarding the Registrant’s responses to the Staff’s comments.

Sincerely,

Duane Morris LLP

/s/ Darrick M. Mix

Darrick M. Mix

 cc: Greg Duncan, Virios Therapeutics, LLC

United States securities and exchange commission logo
November 30, 2020
Greg Duncan
Chief Executive Officer
Virios Therapeutics, LLC
44 Milton Avenue
Alpharetta, GA 30009
Re:Virios Therapeutics, LLC
Amendment No. 6 to Registration Statement on Form S-1
Filed November 12, 2020
File No. 333-248447
Dear Mr. Duncan:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.
Amendment No. 6 to Form S-1 filed November 12, 2020
Employment Agreements, page 106
1.We note your revised disclosures on page F-28 regarding your membership issuances to
Dr. Pridgen. Please revise to add disclosure as appropriate regarding this August
agreement, including as a related party transaction. Please also file the July 2020
agreement discussed in this section, or otherwise advise. In addition, your revised
disclosures regarding your agreement with Dr. Gendreau in your financial statements do
not seem to correspond with your disclosures in this section. Please reconcile your
disclosures.

 FirstName LastNameGreg Duncan
 Comapany NameVirios Therapeutics, LLC
 November 30, 2020 Page 2
 FirstName LastName
Greg Duncan
Virios Therapeutics, LLC
November 30, 2020
Page 2
            You may contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at 202-551-3494
if you have questions regarding comments on the financial statements and related matters. Please
contact Jason Drory at 202-551-8342 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darrick M. Mix, Esq.

CORRESP
1
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        YORK

        LONDON

        SINGAPORE

        PHILADELPHIA

        CHICAGO

        WASHINGTON, DC

        SAN FRANCISCO

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        SAN DIEGO

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        OMAN

        A
        GCC REPRESENTATIVE OFFICE

        OF DUANE MORRIS

        MEXICO
        CITY

        ALLIANCE WITH

        MIRANDA & ESTAVILLO

October 23, 2020

VIA EDGAR AND FEDEX

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re Virios Therapeutics, LLC

Amendment No. 4 to Registration Statement on Form S-1

Filed October 16, 2020

File No. 333-248447

On behalf of our client, Virios Therapeutics,
LLC (the “Registrant”), we are responding to the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated October 21, 2020 (the “Comment
Letter”) relating to the above referenced Amendment No. 4 to Registration Statement on Form S-1 (the “Registration
Statement”).

Set forth below are the Registrant’s
response to the Staff’s comment. The numbering of the paragraph below corresponds to the numbering of the Staff’s comment
in the Comment Letter, which for your convenience we have incorporated into this response letter.

For the Staff’s convenience, we are
submitting copies of this letter and a copy of the Registration Statement marked to show all changes from the Registration Statement
via email.

Amendment No. 4 to Form S-1

Exhibits

 1. We note your counsel's opinion filed as Exhibit 5.1 opines on the validity of the Offering Shares "when"
they are issued "in total numbers that do not exceed the total number of shares available under the Company’s certificate
of incorporation." It is not appropriate for counsel to make an assumption that assumes a material fact underlying the opinion.
Please have your counsel provide an amended opinion, or advise. See Section II.B.3 of Staff Legal Bulletin No. 19.

Division of Corporation Finance

Securities and Exchange Commission

Page 2 of 2

October 23, 2020

The Registrant’s counsel has revised their opinion as
the Staff has requested and filed the revised opinion as Exhibit 5.1 to the Registration Statement.

Please contact me at (215) 979-1206 with
any questions or further comments regarding the Registrant’s responses to the Staff’s comments.

    Sincerely,

    Duane Morris LLP

    /s/ Darrick M. Mix

    Darrick M. Mix

cc:	Greg Duncan, Virios Therapeutics, LLC

United States securities and exchange commission logo
October 21, 2020
Greg Duncan
Chief Executive Officer
Virios Therapeutics, LLC
44 Milton Avenue
Alpharetta, GA 30009
Re:Virios Therapeutics, LLC
Amendment No. 4 to Registration Statement on Form S-1
Filed October 16, 2020
File No. 333-248447
Dear Mr. Duncan:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 this comment, we may have additional comments.
Amendment No. 4 to Form S-1
Exhibits
1.We note your counsel's opinion filed as Exhibit 5.1 opines on the validity of the Offering
Shares "when" they are issued "in total numbers that do not exceed the total number of
shares available under the Company’s certificate of incorporation." It is not appropriate
for counsel to make an assumption that assumes a material fact underlying the opinion.
Please have your counsel provide an amended opinion, or advise. See Section II.B.3 of
Staff Legal Bulletin No. 19.

 FirstName LastNameGreg Duncan
 Comapany NameVirios Therapeutics, LLC
 October 21, 2020 Page 2
 FirstName LastName
Greg Duncan
Virios Therapeutics, LLC
October 21, 2020
Page 2
            You may contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at 202-551-3494
if you have questions regarding comments on the financial statements and related matters. Please
contact Jason Drory at 202-551-8342 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darrick M. Mix, Esq.

CORRESP
1
filename1.htm

        NEW
        YORK

        LONDON

        SINGAPORE

        PHILADELPHIA

        CHICAGO

        WASHINGTON, DC

        SAN FRANCISCO

        SILICON VALLEY

        SAN DIEGO

        BOSTON

        HOUSTON

        LOS ANGELES

        HANOI

        HO CHI MINH CITY

        ATLANTA

        FIRM
        and AFFILIATE OFFICES

        www.duanemorris.com

        BALTIMORE

        WILMINGTON

        MIAMI

        BOCA RATON

        PITTSBURGH

        NEWARK

        LAS VEGAS

        CHERRY HILL

        LAKE TAHOE

        MYANMAR

        OMAN

        A
        GCC REPRESENTATIVE OFFICE

        OF DUANE MORRIS

        MEXICO
        CITY

        ALLIANCE WITH

        MIRANDA & ESTAVILLO

October 2, 2020

VIA EDGAR AND FEDEX

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re Virios Therapeutics,
LLC

    Amendment
                                         No. 2 to Registration Statement on Form S-1

    Filed September 25, 2020

    File No. 333-248447

On behalf of our client, Virios Therapeutics,
LLC (the “Registrant”), we are responding to the comment of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated October 1, 2020 (the
 “Comment Letter”) relating to the above referenced Amendment No. 2 to Registration Statement on Form S-1
(the “Registration Statement”).

Set forth below are the Registrant’s
response to the Staff’s comment. The numbering of the paragraph below corresponds to the numbering of the Staff’s comment
in the Comment Letter, which for your convenience we have incorporated into this response letter.

For the Staff’s convenience, we are
submitting copies of this letter and a copy of the Registration Statement marked to show all changes from the Registration Statement
via email.

Division of Corporation Finance

Securities and Exchange Commission

Page 2 of 2

October 2, 2020

Amendment No. 2 to Registration Statement on Form S-1

Cover Page

 1. Your footnotes to the fee table indicate that you are calculating your registration fee base on Rule 457(o). However,
based on your revised disclosure that you anticipate your offering price could be up to $11.00 per share, it does not appear you
have calculated the registration fee based on the maximum aggregate offer price. Please revise your fee table accordingly.

The Registrant has revised the cover page of the Registration
Statement to update the fee table to properly reflect the maximum aggregate offer price based on the range set forth in the prospectus.

Please contact me at (215) 979-1206 with
any questions or further comments regarding the Registrant’s responses to the Staff’s comments.

    Sincerely,

    Duane Morris LLP

    /s/ Darrick M. Mix

    Darrick M. Mix

    cc:
    Greg Duncan, Virios Therapeutics, LLC

United States securities and exchange commission logo
October 1, 2020
Greg Duncan
Chief Executive Officer
Virios Therapeutics, LLC
44 Milton Avenue
Alpharetta, GA 30009
Re:Virios Therapeutics, LLC
Amendment No. 2 to Registration Statement on Form S-1
Filed September 25, 2020
File No. 333-248447
Dear Mr. Duncan:
            We have reviewed your amended registration statement and have the following
comment.  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 comment applies 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 the comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.Your footnotes to the fee table indicate that you are calculating your registration fee based
on Rule 457(o). However, based on your revised disclosure that you anticipate your
offering price could be up to $11.00 per share, it does not appear you have calculated the
registration fee based on the maximum aggregate offer price. Please revise your fee table
accordingly.

 FirstName LastNameGreg Duncan
 Comapany NameVirios Therapeutics, LLC
 October 1, 2020 Page 2
 FirstName LastName
Greg Duncan
Virios Therapeutics, LLC
October 1, 2020
Page 2
            You may contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at 202-551-3494
if you have questions regarding comments on the financial statements and related matters. Please
contact Jason Drory at 202-551-8342 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darrick M. Mix, Esq.

CORRESP
1
filename1.htm

    NEW YORK

LONDON

SINGAPORE

PHILADELPHIA

CHICAGO

WASHINGTON, DC

SAN FRANCISCO

SILICON VALLEY

SAN DIEGO

BOSTON

HOUSTON

LOS ANGELES

HANOI

HO CHI MINH CITY

ATLANTA

        FIRM and AFFILIATE OFFICES

        www.duanemorris.com

        BALTIMORE

        WILMINGTON

        MIAMI

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        PITTSBURGH

        NEWARK

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        LAKE TAHOE

        MYANMAR

        OMAN

        A GCC REPRESENTATIVE OFFICE

        OF DUANE MORRIS

        MEXICO CITY

        ALLIANCE WITH

        MIRANDA & ESTAVILLO

September 25, 2020

VIA EDGAR AND FEDEX

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re Virios Therapeutics, LLC

Amendment No. 1 to Registration Statement on Form S-1

Filed September 16, 2020

File No. 333-248447

On behalf of our client, Virios Therapeutics,
LLC (the “Registrant”), we are responding to the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated September 23, 2020 (the
 “Comment Letter”) relating to the above referenced Amendment No. 1 to Registration Statement on Form S-1 (the
 “Registration Statement”).

Set forth below are the Registrant’s
responses to the Staff’s comments. The numbering of the paragraphs below corresponds to the numbering of the Staff’s
comments in the Comment Letter, 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 filed today.

For the Staff’s convenience, we are
submitting copies of this letter and a copy of the Registration Statement marked to show all changes from the Registration Statement
via email.

Prospectus Summary

Phase 2b IBS Trial Holds Potential to Build IMC-1 Value
as a Complement to FM, page 5

 1. We note your response to prior comment 1, including your revised disclosure at the top of page 5. Please further revise
to delete the mitigating disclosure regarding the serious adverse effect. Please also update the text in the first paragraph of
this section as it currently continues to refer to the deleted graphic.

Division of Corporation Finance

Securities and Exchange Commission

Page 2 of 3

September 25, 2020

The Registrant has revised page 1 to delete the mitigating
disclosure and page 5 to remove the reference to the deleted graphic.

Business

PRID-201 Phase 2a Study of IMC-1 In Patients With Fibromyalgia
(NCT01850420), page 78

 2. As previously stated in our prior comment 7, please ensure that your narrative disclosure clearly explains the results in
your table that is now on page 81. For example, it does not appear that there is narrative discussion covering the 30% pain reduction
endpoints. Please also clarify if the results are not statistically significant, (or if the studies were not powered for statistical
significance with respect to certain endpoints), as you state that IMC-1 exhibited "significant" improvements across
 "a full battery of secondary outcomes."

The Registrant has revised page 80 to clarify the
disclosure relating to pain reduction endpoints and explain that the pain reduction endpoints are not statistically
significant.

Employment Agreements,
page 107

 3. In your response to prior comment 13 you state Mr. Burch will resign as President upon completion of the offering, but you
only appear to disclose the planned resignation of Mr. Burch in a footnote on page 99. Please revise your registration statement
to integrate Mr. Burch's planned resignation with your other disclosures. For example, on page 5 you discuss your newly expanded
leadership team and highlight Mr. Burch's prior experience but you do not disclose that he will be resigning as your President.
In addition, on page 43 you disclose that you are highly dependent on the development, regulatory, commercialization and business
development expertise of Mr. Burch, but do not disclose his planned resignation. In addition, you state on page 99 that he will
resign in connection with the Corporate Conversion, but state in your response that he will resign upon the completion of the offering.
Please revise to reconcile, or advise.

The Registrant has revised pages 5, 43 and 107 to include
additional disclosures relating to Mr. Burch’s resigning as President and joining the board of the Registrant upon the completion
of the Corporate Conversion.

Employment Agreements with
new Executive Officers, page 108

 4. We note your new disclosure on page 110 relating to your employment agreement entered into with Dr. Gendreau. We note that
the employment agreement for Dr. Gendreau contains provisions relating to potential payments upon a change of control in addition
to the severance payment you described. Please revise to discuss such provisions, as required by Item 402(q) of Regulation S-K.
In addition, to the extent applicable, please also correspondingly revise your disclosure for the other new employment agreements
with new executive officers.

Division of Corporation Finance

Securities and Exchange Commission

Page 3 of 3

September 25, 2020

The Registrant has revised pages 108-110 to add additional
disclosure relating to potential payments upon a change of control.

Please contact me at (215) 979-1206 with
any questions or further comments regarding the Registrant’s responses to the Staff’s comments.

    Sincerely,

    Duane Morris LLP

    /s/ Darrick M. Mix

    Darrick M. Mix

 cc: Greg Duncan, Virios Therapeutics, LLC

United States securities and exchange commission logo
September 23, 2020
Greg Duncan
Chief Executive Officer
Virios Therapeutics, LLC
44 Milton Avenue
Alpharetta, GA 30009
Re:Virios Therapeutics, LLC
Amendment No. 1 to Registration Statement on Form S-1
Filed September 16, 2020
File No. 333-248447
Dear Mr. Duncan:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our September 11, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed September 16, 2020
Prospectus Summary
Phase 2b IBS Trial Holds Potential to Build IMC-1 Value as a Complement to FM, page 5
1.We note your response to prior comment 1, including your revised disclosure at the top of
page 5. Please further revise to delete the mitigating disclosure regarding the serious
adverse effect. Please also update the text in the first paragraph of this section as it
currently continues to refer to the deleted graphic.
Business
PRID-201 Phase 2a Study of IMC-1 In Patients With Fibromyalgia (NCT01850420), page 78
2.As previously stated in our prior comment 7, please ensure that your narrative disclosure

 FirstName LastNameGreg Duncan
 Comapany NameVirios Therapeutics, LLC
 September 23, 2020 Page 2
 FirstName LastName
Greg Duncan
Virios Therapeutics, LLC
September 23, 2020
Page 2
clearly explains the results in your table that is now on page 81. For example, it does not
appear that there is narrative discussion covering the 30% pain reduction endpoints. Please
also clarify if the results are not statistically significant, (or if the studies were not
powered for statistical significance with respect to certain endpoints), as you state that
IMC-1 exhibited "significant" improvements across "a full battery of secondary
outcomes."
Employment Agreements, page 107
3.In your response to prior comment 13 you state Mr. Burch will resign as President upon
completion of the offering, but you only appear to disclose the planned resignation of Mr.
Burch in a footnote on page 99. Please revise your registration statement to integrate Mr.
Burch's planned resignation with your other disclosures. For example, on page 5 you
discuss your newly expanded leadership team and highlight Mr. Burch's prior experience
but you do not disclose that he will be resigning as your President. In addition, on page 43
you disclose that you are highly dependent on the development, regulatory,
commercialization and business development expertise of Mr. Burch, but do not disclose
his planned resignation. In addition, you state on page 99 that he will resign in connection
with the Corporate Conversion, but state in your response that he will resign upon the
completion of the offering. Please revise to reconcile, or advise.
Employment Agreements with new Executive Officers, page 108
4.We note your new disclosure on page 110 relating to your employment agreement entered
into with Dr. Gendreau. We note that the employment agreement for Dr. Gendreau
contains provisions relating to potential payments upon a change of control in addition to
the severance payment you described. Please revise to discuss such provisions, as required
by Item 402(q) of Regulation S-K. In addition, to the extent applicable, please
also correspondingly revise your disclosure for the other new employment agreements
with new executive officers.
            You may contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at 202-551-3494
if you have questions regarding comments on the financial statements and related
matters.  Please contact Jason Drory at 202-551-8342 or Dorrie Yale at 202-551-8776 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darrick M. Mix, Esq.

CORRESP
1
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VIA EDGAR AND FEDEX

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re
    Virios Therapeutics, LLC

    Registration Statement on Form S-1

    Filed August 28, 2020

    File No. 333-248447

On behalf of our client, Virios Therapeutics,
LLC (the “Registrant”), we are responding to the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated September 11, 2020 (the
 “Comment Letter”) relating to the above referenced Registration Statement on Form S-1 (the “Registration
Statement”).

Set forth below are the Registrant’s
responses to the Staff’s comments. The numbering of the paragraphs below corresponds to the numbering of the Staff’s
comments in the Comment Letter, 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 filed today.

For the Staff’s convenience, we are
submitting copies of this letter and a copy of the Registration Statement marked to show all changes from the Registration Statement
via email.

Prospectus Summary, page 1

 1. We refer to prior comment 1. Please further revise your disclosures on page 1 to disclose that in the treatment group,
there were two serious adverse events, one of which is a non-ST segment elevation myocardial infarction, which may be
treatment-related. Explain to us why it is appropriate to include a discussion in the Prospectus Summary of discontinuation rates.
Also we note that the graphic above the timeline on page 5 appears to be a remainder reference to your surveys, and your graphic
at the top of page 6 refers to detailed study results including p-values. Revise to delete the graphics.

Division of Corporation Finance

Securities and Exchange Commission

Page 2 of 5

September 16, 2020

The Registrant has revised page 1 to further describe the
adverse events as the Staff has indicated. Additionally, the Registrant has revised page 1 to remove the discussion of discontinuation
rates. As requested, the Registrant has also removed all of the referenced graphics.

 2. Please add a bullet in your summary of risks section or balancing disclosure elsewhere in the Prospectus Summary to
note that the fast track designation may not lead to a faster development or regulatory review process. Additionally, revise the
summary of risks section so that they are of the same prominence as the discussion of your strategies.

The Registrant has revised page 7 to disclose additional risks relating to the fast track designation and the Registrant has revised the summary risk factors so that they are of the same prominence
as the discussion of the Registrant’s strategies.

Building out our Pipeline,
page 5

 3. We note your response to prior comment 6 and your revised pipeline table. We note, in your response, that you will
be relying on completed Phase 1 study data for IMC-1. However, you do not disclose elsewhere in the prospectus the results or completion
of Phase 1 trials for IMC-1. If you have completed Phase 1 trials for IMC-1 please describe them in your Business section. If you
are not relying on Phase 1 trials for IMC-1, please clarify the table to make clear that you believe you will be able to rely on
the 505(b)(2) regulatory pathway for IBS and Functional Somatic Syndrome, and disclose whether you have had discussions with the
FDA regarding your ability to rely on the pathway for IMC-1 for these two indications.

The Registrant has revised page 5 to further describe the
potential 505(b)(2) regulatory pathway for other indications as well as how the nonclinical CMC and nonclinical studies in FM
that the Registrant has conducted to date will also support the potential additional Phase 2 work in IBS (or other
functional somatic syndrome conditions). As requested, the Registrant has explained that it has not discussed other
indications with the FDA at this time, but will certainly do so at the appropriate time.

Risk Factors, page 13

 4. We note your revised disclosures on page 47 in response to prior comment 12. Please expand your disclosures, including in
the title of the risk factor, either here or elsewhere, to also explain that Mr. Burch will be receiving equity awards in connection
with the IPO.

The Registrant has revised page 46 to revise the risk factor
to include additional disclosure regarding Mr. Burch’s stock option award.

Division of Corporation Finance

Securities and Exchange Commission

Page 3 of 5

September 16, 2020

Management's Discussion and Analysis of Financial Condition
and Results of Operations Research and Development Expenses, page 66

 5. We note your response to prior comment 14. Please further revise the disclosure to break out the dollar amount of external
research and development expenses incurred for each period presented. Alternatively, disaggregate research and development expenses
by nature or type of expense for each period presented.

The Registrant has revised page 65 to clarify that the
only research and development expenses incurred were external and reiterates this distinction in the discussion regarding
each reported period.

Business, page 72

 6. We acknowledge your revised disclosures in response to prior comment 17. However, we note your disclosure still includes
many footnote references to various external sources. We continue to note that it is not appropriate to refer investors to external
sources for additional information.  To the extent you intend to retain your discussion of the information from
these sources, revise to disclose sufficient information so that an investor may understand their significance without needing
to refer to these sources, and if you are referring to results from studies, clearly state whether you are able to rely on such
data in seeking FDA approval for your product candidates, and if you are not, explain why such information is relevant. As examples
only, you present a graphic of patient prescription usage from 2008 to 2010 without sufficient narrative information explaining
how the results were derived, and you have multiple statements on page 79 discussing conclusions without sufficient information
regarding those studies. Additionally, as such detailed information is not appropriate for the Prospectus Summary, please revise
to remove all references to external sources in such section.

In response to this comment, the Registrant has carefully reviewed
each instance in which it cites to an external source, has removed all remaining footnotes and has revised the disclosure in each
instance in which such disclosure remains so that an investor may understand and readily comprehend their significance without consulting external sources. Additionally, all references and detailed information not
appropriate for the Prospectus Summary has been removed.

 7. Please move the graphic on page 74 discussing secondary endpoints to accompany your narrative discussion of the Phase IMC-1
trial so that the results are shown in the appropriate context and ensure that there is narrative disclosure for all information
shown in the table.

The Registrant has removed the graphic on page 74 and revised
pages 81 and 82 to include the graphic discussing secondary endpoints.

Division of Corporation Finance

Securities and Exchange Commission

Page 4 of 5

September 16, 2020

Our Company, page 72

 8. We note your response to prior comment 4 and your revised disclosure in various places of your prospectus. Please remove
your statements on page 75 that you are seeking to take IMC-1 to "being Phase 3 ready" after your Phase 2b trial, that
you "intend" for your Phase 2b trial to "confirm the findings" in your Phase 2a study, and that the studies
will "help to further validate the potential of IMC-1."

The Registrant has revised the prospectus to remove the
statements cited in the Staff’s comment.

Our Novel Mechanism of
Action (“MOA”), page 79

 9. We note your response to prior comment 3 and your revised disclosure in the Prospectus Summary. Please remove your references
here and elsewhere to any statement that IMC-1 has a "favorable" safety profile given this determination is solely within
the authority of the U.S. Food and Drug Administration.

The Registrant has revised the prospectus to remove statements
regarding conclusions that are solely within the authority of the U.S. Food and Drug Administration.

Market and Competition,
page 86

 10. We acknowledge your response to prior comment 5. However, we continue to believe that consents are required from Lumleian
and Triangle Insights Group pursuant to Securities Act Rule 436 because your registration statement attributes certain disclosures
and conclusions to these entities. For guidance please refer to Question 141.02 of Compliance and Disclosure Interpretations for
Securities Act Sections. In the alternative, substantially revise your disclosures relating to these surveys so that disclosures
and conclusions are not attributed to them.

The Registrant has revised pages 85-87 to modify the
disclosure relating to the surveys so that such disclosures and conclusions are not attributed to Lumleian and Triangle
Insights Group.

 11. We note your revised disclosures in response to prior comment 21 that there are up to 21 million Americans afflicted with
fibromyalgia. As previously requested, please revise your narrative disclosure to explain the basis for this conclusion. We note
that the National Fibromyalgia & Chronic Pain Association states on its website that approximately 10 million Americans have
fibromyalgia.

The Registrant has revised pages 4, 74, and 85 to
clarify the number of individuals that are estimated to be afflicted with fibromyalgia and the source of such
information.

Division of Corporation Finance

Securities and Exchange Commission

Page 5 of 5

September 16, 2020

Board Composition and Election
of Directors, page 105

 12. We note your response to prior comment 31 and your revised disclosure on page 105. However, we still note inconsistencies
throughout the prospectus on when the certificate of incorporation will go into effect. For example on page 49 and page 105 you
state that the certificate of incorporation will go into effect "effective upon the closing of the offering." Please
reconcile your disclosures.

The Registrant has revised pages 49, 103 and
other instances in the prospectus to clarify that the certificate of incorporation shall go into effect upon the completion of the Corporate Conversion
which shall occur immediately prior to the effectiveness of the Registration Statement.

Executive and Director
Compensation Employment Agreements, page 110

 13. We note that the employment agreement for Richard Burch contains provisions relating to potential payments upon termination
or change in control. Please revise to discuss such provisions, as required by Item 402(q) of Regulation S-K.

The Registrant respectfully refers the Staff to the August 22, 2020 amendment of Mr. Burch's employment agreement included in Exhibit
10.2 of the Registration Statement. Pursuant to that amendment, upon the completion of the offering, Mr. Burch has agreed to receive non-qualified
stock options in lieu of any other cash or in-kind bonuses that were originally provided for in his employment agreement upon termination
or change in control. Additionally, Mr. Burch will be appointed as a Director and will resign as President upon the completion of the
offering. Accordingly, the Registrant submits that the additional disclosure is not necessary because such termination or change in control
payments will not be applicable upon the closing of the offering.

Please contact me at (215) 979-1206 with
any questions or further comments regarding the Registrant’s responses to the Staff’s comments.

    Sincerely,

    Duane Morris LLP

    /s/ Darrick M. Mix

    Darrick M. Mix

    cc:
    Greg Duncan, Virios Therapeutics, LLC

United States securities and exchange commission logo
September 11, 2020
Greg Duncan
Chief Executive Officer
Virios Therapeutics, LLC
44 Milton Avenue
Alpharetta, GA 30009
Re:Virios Therapeutics, LLC
Registration Statement on Form S-1
Filed August 28, 2020
File No. 333-248447
Dear Mr. Duncan:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our August 19, 2020 letter.
Registration Statement on Form S-1 filed August 28, 2020
Prospectus Summary, page 1
1.We refer to prior comment 1. Please further revise your disclosures on page 1 to disclose
that in the treatment group, there were two serious adverse events, one of which is a non-
ST segment elevation myocardial infarction, which may be treatment-related. Explain to
us why it is appropriate to include a discussion in the Prospectus Summary of
discontinuation rates. Also we note that the graphic above the timeline on page 5 appears
to be a remainder reference to your surveys, and your graphic at the top of page 6 refers to
detailed study results including p-values. Revise to delete the graphics.
2.Please add a bullet in your summary of risks section or balancing disclosure elsewhere in
the Prospectus Summary to note that the fast track designation may not lead to a faster

 FirstName LastNameGreg Duncan
 Comapany NameVirios Therapeutics, LLC
 September 11, 2020 Page 2
 FirstName LastNameGreg Duncan
Virios Therapeutics, LLC
September 11, 2020
Page 2
development or regulatory review process. Additionally, revise the summary of
risks section so that they are of the same prominence as the discussion of your strategies.
Building out our Pipeline, page 5
3.We note your response to prior comment 6 and your revised pipeline table. We note, in
your response, that you will be relying on completed Phase 1 study data for IMC-1.
However, you do not disclose elsewhere in the prospectus the results or completion of
Phase 1 trials for IMC-1. If you have completed Phase 1 trials for IMC-1 please describe
them in your Business section. If you are not relying on Phase 1 trials for IMC-1, please
clarify the table to make clear that you believe you will be able to rely on the 505(b)(2)
regulatory pathway for IBS and Functional Somatic Syndrome, and disclose whether you
have had discussions with the FDA regarding your ability to rely on the pathway for IMC-
1 for these two indications.
Risk Factors, page 13
4.We note your revised disclosures on page 47 in response to prior comment 12. Please
expand your disclosures, including in the title of the risk factor, either here or elsewhere,
to also explain that Mr. Burch will be receiving equity awards in connection with the
IPO.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Research and Development Expenses, page 66
5.We note your response to prior comment 14. Please further revise the disclosure to break
out the dollar amount of external research and development expenses incurred for each
period presented. Alternatively, disaggregate research and development expenses by
nature or type of expense for each period presented.
Business, page 72
6.We acknowledge your revised disclosures in response to prior comment 17. However, we
note your disclosure still includes many footnote references to various external sources.
We continue to note that it is not appropriate to refer investors to external sources for
additional information.  To the extent you intend to retain your discussion of the
information from these sources, revise to disclose sufficient information so that an
investor may understand their significance without needing to refer to these sources, and if
you are referring to results from studies, clearly state whether you are able to rely on such
data in seeking FDA approval for your product candidates, and if you are not, explain why
such information is relevant. As examples only, you present a graphic of patient
prescription usage from 2008 to 2010 without sufficient narrative information explaining
how the results were derived, and you have multiple statements on page 79 discussing
conclusions without sufficient information regarding those studies. Additionally, as such
detailed information is not appropriate for the Prospectus Summary, please revise to

 FirstName LastNameGreg Duncan
 Comapany NameVirios Therapeutics, LLC
 September 11, 2020 Page 3
 FirstName LastNameGreg Duncan
Virios Therapeutics, LLC
September 11, 2020
Page 3
remove all references to external sources in such section.
7.Please move the graphic on page 74 discussing secondary endpoints to accompany your
narrative discussion of the Phase IMC-1 trial so that the results are shown in the
appropriate context and ensure that there is narrative disclosure for all information shown
in the table.
Our Company, page 72
8.We note your response to prior comment 4 and your revised disclosure in various places
of your prospectus. Please remove your statements on page 75 that you are seeking to take
IMC-1 to "being Phase 3 ready" after your Phase 2b trial, that you "intend" for your Phase
2b trial to "confirm the findings" in your Phase 2a study, and that the studies will "help to
further validate the potential of IMC-1."
Our Novel Mechanism of Action (“MOA”), page 79
9.We note your response to prior comment 3 and your revised disclosure in the Prospectus
Summary. Please remove your references here and elsewhere to any statement that IMC-1
has a "favorable" safety profile given this determination is solely within the authority of
the U.S. Food and Drug Administration.
Market and Competition, page 86
10.We acknowledge your response to prior comment 5. However, we continue to believe that
consents are required from Lumleian and Triangle Insights Group pursuant to Securities
Act Rule 436 because your registration statement attributes certain disclosures and
conclusions to these entities. For guidance please refer to Question 141.02 of Compliance
and Disclosure Interpretations for Securities Act Sections. In the alternative, substantially
revise your disclosures relating to these surveys so that disclosures and conclusions are
not attributed to them.
11.We note your revised disclosures in response to prior comment 21 that there are up to 21
million Americans afflicted with fibromyalgia. As previously requested, please revise
your narrative disclosure to explain the basis for this conclusion. We note that the
National Fibromyalgia & Chronic Pain Association states on its website that
approximately 10 million Americans have fibromyalgia.
Board Composition and Election of Directors, page 105
12.We note your response to prior comment 31 and your revised disclosure on page 105.
However, we still note inconsistencies throughout the prospectus on when the certificate
of incorporation will go into effect. For example on page 49 and page 105 you state that
the certificate of incorporation will go into effect "effective upon the closing of the
offering." Please reconcile your disclosures.

 FirstName LastNameGreg Duncan
 Comapany NameVirios Therapeutics, LLC
 September 11, 2020 Page 4
 FirstName LastName
Greg Duncan
Virios Therapeutics, LLC
September 11, 2020
Page 4
Executive and Director Compensation
Employment Agreements, page 110
13.We note that the employment agreement for Richard Burch contains provisions relating to
potential payments upon termination or change in control. Please revise to discuss such
provisions, as required by Item 402(q) of Regulation S-K.
            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 Vanessa Robertson at 202-551-3649 or Kevin Vaughn at 202-551-3494
if you have questions regarding comments on the financial statements and related
matters.  Please contact Jason Drory at 202-551-8342 or Dorrie Yale at 202-551-8776 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darrick M. Mix, Esq.

CORRESP
1
filename1.htm

    NEW
    YORK
 LONDON
 SINGAPORE
 PHILADELPHIA
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 WASHINGTON, DC
 SAN FRANCISCO
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    DIEGO
 BOSTON
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 HANOI
 HO CHI MINH CITY
 ATLANTA

FIRM and AFFILIATE OFFICES

    www.duanemorris.com
    BALTIMORE
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                                                                                A
                                         GCC REPRESENTATIVE OFFICE
 OF DUANE MORRIS

                                                                                MEXICO
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                                                                                ALLIANCE WITH
 MIRANDA & ESTAVILLO

VIA EDGAR AND FEDEX

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re Virios Therapeutics, LLC

Draft Registration Statement on Form S-1

Submitted July 24, 2020

CIK No. 0001818844

On behalf of our client, Virios Therapeutics,
LLC (the “Registrant”), we are responding to the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated August 19, 2020 (the “Comment
Letter”) relating to the above referenced Draft Registration Statement (the “Draft Registration Statement”).

Set forth below are the Registrant’s
responses to the Staff’s comments. The numbering of the paragraphs below corresponds to the numbering of the Staff’s
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 on Form S-1 (the “Registration Statement”)
filed today. We also describe below the changes the Registrant has made in response to the Staff’s comments in the Registration
Statement and the prospectus included therein.

For the Staff’s convenience, we are
submitting copies of this letter, clean copies of the Amendment and copies of the Registration Statement marked to show all changes
from the Draft Registration Statement via email.

Prospectus Summary, page 1

 1. Please revise to limit discussions of clinical trial results in your prospectus summary to the endpoints of the trial, whether
they were met, and serious adverse events. Discussions of p-values and inclusion of graphics with results is more appropriate for
your Business section.

    Division of Corporation Finance
 Securities and Exchange Commission
 Page 2 of 12
 August 28, 2020

The Registrant has revised pages 1- 6 to limit discussion
of clinical trial results to endpoints of the trial.

How does IMC-1 work?, page
1

 2. We note your statements
throughout your filing that you believe IMC-1 may potentially be a "first-in-class medicine that inhibits both HSV-1 activation
and subsequent HSV-1 replication." Given the early stage of development, and your acknowledgement that your results in your
earlier studies may not be indicative of results obtained in later trials, these statements are speculative and inappropriate.
Please revise these statements. Similarly, we note your references in the Summary and elsewhere in your prospectus that you have
a "lead product (IMC-1)." It is premature to describe IMC-1 as a "product." Please remove or revise such statements.

The Registrant has revised the prospectus to remove speculative
statements and to clarify that IMC-1 is not a product at this time but a development candidate at this time.

Our Novel Mechanism of
Action ("MOA"), page 1

 3. We note your disclosure here and elsewhere in your prospectus that you observed IMC-1 to have a favorable safety profile
in your Phase 2a proof of concept study. Since this disclosure may imply that your product candidate is safe, and safety determinations
are solely within the authority of the U.S. Food and Drug Administration and comparable regulatory bodies, please revise your disclosure
to remove this implication.

The Registrant has revised the prospectus to remove implications
that the Phase 2a proof of concept study allows the Registrant to determine that IMC-1 is safe.

Our Experience Leads Us
Down an Efficient Regulatory and Development Pathway, page 3

 4. We refer to the following statements as examples only:

 • your statements on page 5 that you are seeking to
take IMC-1 to "being Phase 3 ready" after your Phase 2b trial, that you "intend" for your Phase 2b trial to
"confirm the findings" in your Phase 2a study, and that the studies will "help to further validate the potential
of IMC-1;"

 • your statement on page 8 that you aim to "[r]apidly" advance the clinical development of IMC-1 and conduct activities
to "ensure rapid progression to Phase 3;" and

 • your statement on page 9 that you will explore partnership options after the "successful completion" of the Phase
2b study.

You also have similar and additional statements
elsewhere in your prospectus, including on page 88, where you state that "Phase 2b probability of success calculates a significantly
higher success ratio compared to benchmarks. . . [t]his higher probability of success is due to the high statistically significant
endpoints shown in the Phase 2a study and the well characterized safety of the non-NME formulation of IMC-1," and your statement
on page 91 that broad clinical utility is to be "further confirmed" in your Phase 2b/3 trials. These types of statements
are speculative and not appropriate as they imply successful results from your anticipated trial, or that your trial will be rapidly
concluded. Please revise all such statements in your prospectus accordingly.

    Division of Corporation Finance
 Securities and Exchange Commission
 Page 3 of 12
 August 28, 2020

The Registrant has revised the prospectus to remove statements
that are speculative as to the future results Phase 2b or Phase 3 trials and the timing of such trials.

What is FM and why was
it selected as the first disease target for IMC-1?, page 5

 5. We note your disclosure that 85% of physicians queried suggest that they are neutral or unsatisfied with their current FM
treatment options. Please remove discussions of the surveys in your Summary section. In the Business section, if true, clarify
that this survey was conducted in 2014, as your disclosure in the Business section appears to indicate, and state whether the percentages
discussed in that section are with respect to 75 physicians or to the 83 physicians and key opinion leaders. With respect to the
Q&A chart on page 91, disclose the number of interviewed payors who responded with the answer in the last Q&A, and if true,
clarify that the information presented in the chart and in the first full sentence on page 92 was also collected in 2014. Additionally,
file consents from Lumleian and Triangle Insights Group pursuant to Securities Act Rule 436 as exhibits to your registration statement.

The Registrant has revised page 4 to remove references to
surveys in the Summary section of the Prospectus. The Registrant has revised page 77 to clarify when the survey was conducted
and provide additional details regarding how the survey was conducted.

Further, the Registrant respectfully submits that Lumleian
and Triangle Insights Group are not  “experts” within the meaning of Rule 436 of the Securities Act and,
accordingly, the Registrant does not believe a consent is required to be filed as an exhibit to the Registration
Statement.

Rule 436 of the Securities Act requires that a consent be filed
if any portion of a report or opinion of an “expert” is quoted or summarized as such in a registration statement. Section
7 of the Securities Act provides that an expert is “any accountant, engineer, or appraiser, or any person whose profession
gives authority to a statement made by him.”

Lumleian and Triangle Insights Group are both consulting firms
that primarily collect and aggregate survey and statistical data, and the related information contained in the registration statement
reflects the aggregate survey and collected data. The Registrant submits that such data does not reflect the opinion or judgment
of an “expert,” and that Lumleian and Triangle Insights Group are not amongst the enumerated professions under Section
7 of the Securities Act, nor is it within a “profession [that] gives authority to a statement made by [such providers].”
As such, the Registrant believes that Lumleian and Triangle Insights Group are not among the class of persons subject to Section
7 and Rule 436 of the Securities Act as “experts” unless the Registrant expressly identifies it as an expert or the
statements are purported to be made on the authority of such provider as an “expert.” The Registrant has neither expressly
identified Lumleian or Triangle Insights Group as an “expert” in the registration statement nor purported to make statements
in the registration statement on the authority of either Lumleian or Triangle Insights Group as an “expert.” Accordingly,
the Registrant believes that Lumleian and Triangle Insights Group should not be considered “experts” within the meaning
of U.S. federal securities laws.

    Division of Corporation Finance
 Securities and Exchange Commission
 Page 4 of 12
 August 28, 2020

In addition, the Registrant notes that the consent requirements
of Rule 436 of the Securities Act are generally directed at circumstances in which an issuer has engaged a third-party expert or
counsel to prepare a valuation, opinion or other report specifically for use in connection with or incorporated into a registration
statement. In this instance, the Registrant respectfully advises the Staff that the data was prepared by Lumleian and Triangle
Insights Group for the Registrant for research purposes, not as a report for purposes of the registration statement. The reports
were not intended as an industry report to be used in or incorporated into the registration statement, but rather to make an assessment
of the Registrant’s marketplace. As such, the data provided by each was not prepared specifically in connection with or for
the purpose of inclusion in the registration statement or to otherwise satisfy any specific disclosure requirement.

As a result of the foregoing, the Registrant respectfully submits
that Lumleian and Triangle Insights Group do not need to provide a consent to be filed as an exhibit to the registration statement.

Building out our Pipeline,
page 7

 6. The table of your pipeline chart on page 8 should reflect the actual, and not the anticipated, status of your pipeline candidates
as of the latest practicable date. Please shorten the arrow for FM as your disclosure states that you have not yet commenced your
Phase 2b trial. Also explain why it is appropriate to show IMC-1 as half way through Phase 1 clinical trials for IBS and Functional
Somatic Syndrome when your disclosure states that you plan to initially target IMC-1 in FM and you indicate on page 7 that you
may use one of your other NSAID/antiviral combinations to target other indications. If applicable, please revise to include disclosure
regarding your discussions with the FDA regarding the use of the 505(b)(2) pathway for IMC-1 in the treatment of IBS or functional
somatic syndrome or revise your pipeline table.

The Registrant has revised the chart and disclosure on
page 6 to more clearly indicate that the Phase 2a study has been completed and that Phase 1 trials are not needed by the
Registrant for IBS and Functional Somatic Syndrome. Phase 1 studies are not required for each indication pursued at the
molecular level because the completed IMC-1 Phase 1 supports all forward potential therapeutic targets for the development
candidate. If the Registrant pursues those paths it may move directly to Phase 2 trials.

FM Phase 2b Clinical Program
Timelines Expected to Deliver Results in Q4 2021, page 7

    Division of Corporation Finance
 Securities and Exchange Commission
 Page 5 of 12
 August 28, 2020

 7. We note your timeline chart indicates that you expect to "deliver results in Q4 2021" and your chart shows topline
results beginning in December 2021. However, elsewhere in the prospectus, you state that you "expect to report top line results
by Q1 2022," as well as "final results by the first quarter of 2022." Please reconcile your statements and please
explain "DBL."

The Registrant has revised page 5 and page 86 to clarify
that the Registrant expects topline results in Q1 2022 and has revised the table to remove the reference to
“DBL.”

Our Leadership Team, page
8

 8. You refer to Kevin Phelan as your regulatory lead. However, he does not appear to be an officer or director, and is not
otherwise discussed in your prospectus. Please delete the reference to Mr. Phelan, or advise.

The Registrant has revised
page 6 to remove the reference to Mr. Phelan.

Implications of Being an
Emerging Growth Company, page 10

 9. 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.

The Registrant acknowledges your request and confirms that there
are no written communications, as defined in Rule 405 under the Securities Act, that the Registrant, or anyone authorized
to do so on the Registrant’s behalf, will present to potential investors in reliance on Section 5(d) of the Securities Act
other than what will be filed with the Commission as a free writing prospectus pursuant to Rule 433.

Risk Factors, page 15

 10. We note your risk factor disclosure regarding adverse events on page 22 that patients treated with IMC-1 in your Phase 2
study discontinued due to adverse events at a rate lower than patients treated with placebo. We also note your disclosure on page
86 that 2 patients treated with IMC-1 in your Phase 2 study had serious adverse events. Please balance your risk factor disclosure
here to discuss the serious adverse events observed.

The Registrant has revised page 20 to disclose the serious
adverse events observed.

 11. On page 11 you state that you have "irrevocably elected to take advantage of this extended transition period"
under Section 107(b) of the JOBS Act. However, on page 72 you state you "are electing not to take advantage of the extended
transition period" and your risk factor disclosure on page 51 states that you “have irrevocably elected not to avail
ourselves of this exemption from new or revised accounting standards," but then states that investors may find your common
stock less attractive because you may rely on these exemptions. Please correct these apparent inconsistencies. If you elect to
opt out of these provisions, please indicate as such on the cover page.

    Division of Corporation Finance
 Securities and Exchange Commission
 Page 6 of 12
 August 28, 2020

The Registrant has revised pages 9, 49 and 70 to
clarify that the Registrant has elected to take advantage of the extended transition period under Section 107(b) of the JOBS
Act.

 12. Please add a risk factor discussing the interests of related parties in this transaction. We note, for example, that Mr.
Burch will receive restricted stock units upon the closing of this offering equal to 5% of the shares outstanding prior to the
closing.

The Registrant has revised page 47 to include an
additional risk factor relating to the interests of the directors and officers of the Registrant and their combined holdings
after the closing of the offering.

Use of Proceeds, page 56

 13. Refer to the first and second bullet points. Please clarify whether or not you expect to complete the IMC-1 FM Phase 2b
trial and the chronic toxicology study with the proceeds of the offering. To the extent any material amounts of other funds are
nece

United States securities and exchange commission logo
August 19, 2020
Greg Duncan
Chief Executive Officer
Virios Therapeutics, LLC
44 Milton Avenue
Alpharetta, GA 30009
Re:Virios Therapeutics, LLC
Draft Registration Statement on Form S-1
Submitted July 24, 2020
CIK No. 0001818844
Dear Mr. Duncan:
            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 filed July 24, 2020
Prospectus Summary, page 1
1.Please revise to limit discussions of clinical trial results in your prospectus summary to
the endpoints of the trial, whether they were met, and serious adverse events. Discussions
of p-values and inclusion of graphics with results is more appropriate for your Business
section.
How does IMC-1 work?, page 1
2.We note your statements throughout your filing that you believe IMC-1 may potentially
be a "first-in-class medicine that inhibits both HSV-1 activation and subsequent HSV-1
replication." Given the early stage of development, and your acknowledgement that your

 FirstName LastNameGreg Duncan
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 FirstName LastNameGreg Duncan
Virios Therapeutics, LLC
August 19, 2020
Page 2
results in your earlier studies may not be indicative of results obtained in later trials, these
statements are speculative and inappropriate. Please revise these statements. Similarly, we
note your references in the Summary and elsewhere in your prospectus that you have a
"lead product (IMC-1)." It is premature to describe IMC-1 as a "product." Please remove
or revise such statements.
Our Novel Mechanism of Action ("MOA"), page 1
3.We note your disclosure here and elsewhere in your prospectus that you observed IMC-1
to have a favorable safety profile in your Phase 2a proof of concept study. Since this
disclosure may imply that your product candidate is safe, and safety determinations are
solely within the authority of the U.S. Food and Drug Administration and comparable
regulatory bodies, please revise your disclosure to remove this implication.
Our Experience Leads Us Down an Efficient Regulatory and Development Pathway, page 3
4.We refer to the following statements as examples only:
•your statements on page 5 that you are seeking to take IMC-1 to "being Phase 3
ready" after your Phase 2b trial, that you "intend" for your Phase 2b trial to "confirm
the findings" in your Phase 2a study, and that the studies will "help to further validate
the potential of IMC-1;"
•your statement on page 8 that you aim to "[r]apidly" advance the clinical
development of IMC-1 and conduct activities to "ensure rapid progression to Phase
3;" and
•your statement on page 9 that you will explore partnership options after the
"successful completion" of the Phase 2b study.
You also have similar and additional statements elsewhere in your prospectus, including
on page 88, where you state that "Phase 2b probability of success calculates a significantly
higher success ratio compared to benchmarks. . . [t]his higher probability of success is due
to the high statistically significant endpoints shown in the Phase 2a study and the well
characterized safety of the non-NME formulation of IMC-1," and your statement on page
91 that broad clinical utility is to be "further confirmed" in your Phase 2b/3 trials. These
types of statements are speculative and not appropriate as they imply successful results
from your anticipated trial, or that your trial will be rapidly concluded. Please revise all
such statements in your prospectus accordingly.
What is FM and why was it selected as the first disease target for IMC-1?, page 5
5.We note your disclosure that 85% of physicians queried suggest that they are neutral or
unsatisfied with their current FM treatment options. Please remove discussions of the
surveys in your Summary section. In the Business section, if true, clarify that this survey
was conducted in 2014, as your disclosure in the Business section appears to indicate, and
state whether the percentages discussed in that section are with respect to 75 physicians or
to the 83 physicians and key opinion leaders. With respect to the Q&A chart on page 91,
disclose the number of interviewed payors who responded with the answer in the last

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 FirstName LastNameGreg Duncan
Virios Therapeutics, LLC
August 19, 2020
Page 3
Q&A, and if true, clarify that the information presented in the chart and in the first full
sentence on page 92 was also collected in 2014. Additionally, file consents from Lumleian
and Triangle Insights Group pursuant to Securities Act Rule 436 as exhibits to your
registration statement.
Building out our Pipeline, page 7
6.The table of your pipeline chart on page 8 should reflect the actual, and not the
anticipated, status of your pipeline candidates as of the latest practicable date. Please
shorten the arrow for FM as your disclosure states that you have not yet commenced your
Phase 2b trial. Also explain why it is appropriate to show IMC-1 as half way through
Phase 1 clinical trials for IBS and Functional Somatic Syndrome when your disclosure
states that you plan to initially target IMC-1 in FM and you indicate on page 7 that you
may use one of your other NSAID/antiviral combinations to target other indications. If
applicable, please revise to include disclosure regarding your discussions with the FDA
regarding the use of the 505(b)(2) pathway for IMC-1 in the treatment of IBS or
functional somatic syndrome or revise your pipeline table.
FM Phase 2b Clinical Program Timelines Expected to Deliver Results in Q4 2021, page 7
7.We note your timeline chart indicates that you expect to "deliver results in Q4 2021" and
your chart shows topline results beginning in December 2021. However, elsewhere in the
prospectus, you state that you "expect to report top line results by Q1 2022," as well as
"final results by the first quarter of 2022." Please reconcile your statements and please
explain "DBL."
Our Leadership Team, page 8
8.You refer to Kevin Phelan as your regulatory lead. However, he does not appear to be an
officer or director, and is not otherwise discussed in your prospectus. Please delete the
reference to Mr. Phelan, or advise.
Implications of Being an Emerging Growth Company, page 10
9.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.
Risk Factors, page 15
10.We note your risk factor disclosure regarding adverse events on page 22 that patients
treated with IMC-1 in your Phase 2 study discontinued due to adverse events at a rate
lower than patients treated with placebo. We also note your disclosure on page 86 that 2
patients treated with IMC-1 in your Phase 2 study had serious adverse events. Please
balance your risk factor disclosure here to discuss the serious adverse events observed.

 FirstName LastNameGreg Duncan
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 August 19, 2020 Page 4
 FirstName LastNameGreg Duncan
Virios Therapeutics, LLC
August 19, 2020
Page 4
11.On page 11 you state that you have "irrevocably elected to take advantage of this extended
transition period"  under Section 107(b) of the JOBS Act. However, on page 72 you state
you "are electing not to take advantage of the extended transition period" and your risk
factor disclosure on page 51 states that you “have irrevocably elected not to avail
ourselves of this exemption from new or revised accounting standards," but then states
that investors may find your common stock less attractive because you may rely on these
exemptions. Please correct these apparent inconsistencies. If you elect to opt out of these
provisions, please indicate as such on the cover page.
12.Please add a risk factor discussing the interests of related parties in this transaction. We
note, for example, that Mr. Burch will receive restricted stock units upon the closing of
this offering equal to 5% of the shares outstanding prior to the closing.
Use of Proceeds, page 56
13.Refer to the first and second bullet points. Please clarify whether or not you expect to
complete the IMC-1 FM Phase 2b trial and the chronic toxicology study with the proceeds
of the offering. To the extent any material amounts of other funds are necessary to
accomplish the specified purposes, state the amounts and sources of other funds needed
for each specified purpose and the sources. Refer to Instruction 3 to Item 504 of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research and Development Expenses, page 68
14.You disclose on page 66 that you track external research and development expenses for
each study. Please expand your disclosures to break out external research and
development expenses by each significant product candidate, including at a minimum for
IMC-1, for each period presented.
15.You disclose that there was an increase in patent costs included in research and
development expenses during the six months ended June 30, 2020. Please tell us how
patent costs meet the definition of research and development expenses in ASC 730-10 as
these costs appear to be the same or similar to activities described in  ASC 730-10-55-2i,
which are not generally considered research and development.
Founders' Vision, page 73
16.Please revise the vision statement as follows:
•Revise the first paragraph to explain whether the drug studied in collaboration with
the university was IMC-1. If IMC-1 was not used in the study revise your disclosure
accordingly. If IMC-1 was the drug candidate, revise your Business section to include
a discussion of the study, or advise, and also explain whether you have the rights to
use such study results.
•Revise the sixth sentence in the first paragraph and the third paragraph to remove the

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implication that IMC-1 is effective in treating fibromyalgia, including your statement
that IMC-1 "goes much further" than current treatments.
Business, page 74
17.We note your references in this section and elsewhere in your prospectus to various
external sources, including with respect to your own Phase 2a trial. Referring investors to
sources outside your registration statement for material information is not sufficient to
meet your disclosure obligation. Please revise your disclosure to include all material
information in your prospectus, such that you do not need to refer investors to external
sources for additional information, including, for example, a discussion of the secondary
endpoints of your Phase 2a trial. To the extent you retain discussions of other studies
and/or surveys, ensure that you disclose sufficient information so that an investor may
understand their significance, such as how those surveyed were selected, what information
was provided to those surveyed, and sufficient explanations of study results. Additionally,
all graphics should be accompanied by narrative disclosure that clearly explains the
context for the graphic.
18.We note your disclosure on page F-11 regarding a Know-How License Agreement you
entered into with the University of Alabama. Please disclose the material terms of this
agreement and file it as an exhibit or explain to us why it is not material to an investment
decision.
19.We note several statements in this section implying the efficacy of your product
candidates, such as your statement on page 81 that the synergistic response is "clear and
compelling," and on page 86 that you believe the tolerability of IMC-1 "reflects [its]
efficacy." Efficacy is a determination that is solely within the authority of the FDA or
similar foreign regulators. You may present clinical trial end points and objective data
resulting from trials without concluding efficacy. Please revise these statements
accordingly.
Our Company, page 74
20.We note your chart and disclosure on the top of page 76. Please include additional
disclosure on the Numerical Rating Scale 24 hour recall pain data and the Revised
Fibromyalgia Impact Questionnaire (FIQ-R) with LOCF/BOCF imputation. For example,
it is unclear whether or not the measurements are based on a similar pain scale to be
included in the same chart.
Background of Fibromyalgia (FM), page 77
21.We refer to your references in the graphics on page 78 and in your numbered list on page
92 that the prevalence of fibromyalgia in the U.S. is approximately 21 million. Please
revise your narrative disclose to explain the basis for this conclusion, as we note you state
on page 89 that approximately eight million Americans are afflicted with fibromyalgia.

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Fibromyalgia: A Serious Condition with Unmet Medical Need, page 79
22.We refer to your summarization of patient comments regarding limitations of three drugs
approved by the FDA for the management of fibromyalgia. Revise to state the number of
total patients interviewed or submitted comments at such meeting, and the number of such
patients who indicated the disclosed issues. Additionally, please state whether there have
been similar PFDD meetings since 2014 where patients submitted comments and explain
what is a PFDD meeting.
23.You state on page 80 that current treatments for fibromyalgia are "ineffective," and then
cite to an internet survey of 2,596 patients. Please expand your disclosure to explain how
the patients were selected for the survey and whether the graphic shows results from the
same survey.
Discovery and Development, page 82
24.Please clarify your disclosure regarding the GI biopsy study to state whether you were
involved with such study. If you were not, please disclose whether you expect to rely on
the data in seeking regulatory approval, and if so, whether you have the ability to do so.
Adverse Event Report Phase 2a Clinical Study, page 86
25.We note statements comparing Savella, Cymbalta, Lyrica to IMC-1 at the bottom of page
86. As this comparison is not based on head-to-head studies, please delete this discussion,
or advise.
26.We refer to your discussion of the questionnaire results on page 87. Please revise to
explain whether the results were part of your secondary endpoints or otherwise significant
for your approval process, or if the information is being used to inform further studies.
Regulatory and Development Timeline, page 87
27.We note your planned reliance on the 505(b)(2) approval pathway. Please identify and
describe the studies and results you intend to rely on, including the identification of the
parties that performed the studies. Additionally, describe the requirements you must
satisfy in order to rely on the Section 505(b)(2) pathway.
28.You state on page 88 that a toxicology study resulted in toxicities that were known and
asso