SecProbe.io

CORRESP
 1
 filename1.htm

 May 1, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-0405

 Re: Immunic, Inc.

 Registration Statement on Form S-3

 File No. 333-294855

 Ladies and Gentlemen:

 In accordance with Rule 461
of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Act"), Immunic, Inc. (the "Registrant")
hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration
Statement to Monday, May 4, 2026, at 5:00 p.m., Eastern Time, or as soon as thereafter practicable. In making this acceleration request,
the Registrant acknowledges that it is aware of its responsibilities under the Act.

 Once the Registration Statement has been declared
effective, please orally confirm that event with Grant Levine, Esq. of Dentons US LLP, outside counsel to the Registrant, at (212) 768-5384.

 Very truly yours,

 /s/ Daniel Vitt

 Daniel Vitt
Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 6, 2026

Daniel Vitt, Ph.D.
Chief Executive Officer
Immunic, Inc.
1200 Avenue of the Americas, Suite 200
New York, NY 10036

 Re: Immunic, Inc.
 Registration Statement on Form S-3
 Filed April 02, 2026
 File No. 333-294855
Dear Daniel Vitt Ph.D.:

 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 Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

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

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May 29, 2024

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lauren Hamill

 RE: Immunic, Inc.

Registration Statement on Form S-3

File No. 333-275717

Filed May 24, 2024

In accordance with Rule 461
of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Immunic, Inc. (the “Registrant”) hereby
respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement
to Friday, May 31, at 5:00 p.m., Eastern Time, or as soon as thereafter practicable.

Please call Ilan Katz of
Dentons US LLP at (212) 632-5556 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    Immunic, Inc.

    /s/ Daniel Vitt

    Daniel Vitt

    President and Chief Executive Officer

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April 26, 2024

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lauren Hamill

 RE: Immunic, Inc.

Registration Statement on Form S-3

File No. 333-277040

Filed February 13, 2024

In accordance with Rule 461
of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Immunic, Inc. (the “Registrant”) hereby
respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement
to Tuesday, April 30, 2024 at 5:00 p.m., Eastern Time, or as soon as thereafter practicable.

Please call Ilan Katz of
Dentons US LLP at (212) 632-5556 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    Immunic, Inc.

    /s/ Daniel Vitt

    Daniel Vitt

    President and Chief Executive Officer

United States securities and exchange commission logo
February 21, 2024
Daniel Vitt
Chief Executive Officer
Immunic, Inc.
1200 Avenue of the Americas, Suite 200
New York, NY 10036
Re:Immunic, Inc.
Registration Statement on Form S-3
Filed February 13, 2024
File No. 333-277040
Dear Daniel Vitt:
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ilan Katz

United States securities and exchange commission logo
November 30, 2023
Daniel Vitt
Chief Executive Officer
Immunic, Inc.
1200 Avenue of the Americas
Suite 200
New York, NY 10036
Re:Immunic, Inc.
Registration Statement on Form S-3
Filed November 22, 2023
File No. 333-275717
Dear Daniel Vitt:
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ilan Katz

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December 16, 2022

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Doris Stacey Gama

 RE: Immunic, Inc.

Registration Statement on Form S-3

File No. 333-268737

Filed December 9, 2022

In accordance with Rule 461
of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Immunic, Inc. (the “Registrant”) hereby
respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement
to Tuesday, December 20, 2022 at 5:00 p.m., Eastern Time, or as soon as thereafter practicable.

Please call Ilan Katz of
Dentons US LLP at (212) 632-5556 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    Immunic, Inc.

    /s/ Daniel Vitt

    Daniel Vitt

    President and Chief Executive Officer

United States securities and exchange commission logo
December 15, 2022
Glenn Whaley
Chief Financial Officer
IMMUNIC, INC.
1200 Avenue of the Americas, Suite 200
New York, NY 10036
Re:IMMUNIC, INC.
Registration Statement on Form S-3
Filed December 9, 2022
File No. 333-268737
Dear Glenn Whaley:
            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 Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ilan Katz, Esq.

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May 3, 2021

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christine Westbrook

 RE: Immunic, Inc.

Registration Statement on Form S-3

File No. 333-255303

Filed April 16, 2021

In accordance with Rule 461
of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Immunic, Inc. (the “Registrant”) hereby
respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement
to Wednesday, May 5, at 9:00 a.m., Eastern Time, or as soon as thereafter practicable.

Please call Ilan Katz of
Dentons US LLP at (212) 632-5556 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    Immunic, Inc.

    /s/ Daniel Vitt

    Daniel Vitt

    President and Chief Executive Officer

United States securities and exchange commission logo
April 22, 2021
Daniel Vitt, Ph.D.
Chief Executive Officer
Immunic, Inc.
1200 Avenue of the Americas, Suite 200
New York, NY 10036
Re:Immunic, Inc.
Registration Statement on Form S-3
Filed April 16, 2021
File No. 333-255303
Dear Dr. Vitt:
            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 Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ilan Katz, Esq.

United States securities and exchange commission logo
November 19, 2020
Daniel Vitt, Ph.D.
President and Chief Executive Officer
Immunic, Inc.
1200 Avenue of the Americas
Suite 200
New York, NY 10036
Re:Immunic, Inc.
Registration Statement on Form S-3
Filed November 13, 2020
File No. 333-250083
Dear Dr. Vitt:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ilan Katz, Esq.

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November 20, 2020

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alan Campbell

 RE: Immunic, Inc.

Registration Statement on Form S-3File No. 333-250083

Filed November 13, 2020

In accordance with
Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Immunic, Inc. (the “Registrant”)
hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced
Registration Statement to Tuesday, November 24, at 4:00 p.m., Eastern Time, or as soon as thereafter practicable.

Please call Ilan Katz
of Dentons US LLP at (212) 632-5556 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    Immunic, Inc.

    /s/ Daniel Vitt

    Daniel Vitt

    President and Chief Executive Officer

February 13, 2019
Michael Swanson
Executive Vice President and Chief Financial Officer
VITAL THERAPIES INC
15222-B Avenue of Science
San Diego, California 92128
Re:VITAL THERAPIES INC
Registration Statement on Form S-4
Filed on February 4, 2019
File No. 333-229510
Dear Mr. Swanson:
            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 Todd Schiffman at 202-551-3491 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

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CORRESP

 Vital Therapies, Inc.

15222-B Avenue of Science

San Diego, California 92128

February 13, 2019

 VIA EDGAR

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Todd Schiffman

RE:
 Vital Therapies, Inc.

Registration Statement on Form S-4

File No. 333-229510

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities
Act of 1933, as amended, Vital Therapies, Inc. (the “Company”) hereby requests that the effective date of the above-captioned registration statement on Form S-4 (the “Registration
Statement”), be accelerated to 4:00 p.m., Eastern Time, on February 14, 2019, or as soon thereafter as may be practicable.

Very truly yours,

Vital Therapies, Inc.

By:

/s/ Michael V. Swanson

Michael V. Swanson

Executive Vice President and Chief Financial Officer

 cc: Gabriella Lombardi

CORRESP
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		Document

June 11, 2018

Via EDGAR



U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:

 Irene Paik

Erin Jaskot

໿



 Re:

 Vital Therapies, Inc.



 Registration Statement on Form S-3



 Filed May 25, 2018



 File No. 333-225230

Acceleration Request





 Requested Date:

 June 13, 2018



 Requested Time:

 4:00 PM Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Vital Therapies, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-225230) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Thomas E. Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Thomas E. Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (858) 350-2392 or via email at thornish@wsgr.com.  If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Thomas E. Hornish via facsimile at (858) 350-2399.

Securities and Exchange Commission

Re:  Vital Therapies, Inc.

June 11, 2018

Page 2

Please direct any questions or comments regarding this acceleration request to Thomas E. Hornish at (858) 350-2392.





 Sincerely,





 VITAL THERAPIES, INC.







 By:

 /s/ Michael V. Swanson



 Michael V. Swanson



 Chief Financial Officer



cc:

 Thomas E. Hornish, Esq.



 Wilson Sonsini Goodrich & Rosati, Professional Corporation

June 5, 2018
Russell J. Cox
Chief Executive Officer
Vital Therapies, Inc.
15010 Avenue of Science, Suite 200
San Diego, California 92128
Re:Vital Therapies, Inc.
Registration Statement on Form S-3
Filed May 25, 2018
File No. 333-225230
Dear Mr. Cox:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.
            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-3 filed May 25, 2018
Information Incorporated by Reference, page 32
1.Please revise your disclosure here and on page S-18 to incorporate by reference your
current report on Form 8-K filed May 24, 2018.  Refer to Item 12(a)(2) of Form S-3.
Exhibits
2.Please list a statement of eligibility of trustee for each of the indentures as an Exhibit 25 to
your registration statement.  See Item 601(b)(25) of Regulation S-K.  If you wish to
designate the trustees on a delayed basis, as permitted by Section 305(b)(2) of the Trust
Indenture Act, please indicate that you will separately file the Form T-1 under the

 FirstName LastNameRussell J. Cox
 Comapany NameVital Therapies, Inc.
 June 5, 2018 Page 2
 FirstName LastName
Russell J. Cox
Vital Therapies, Inc.
June 5, 2018
Page 2
electronic form type "305B2" in the notes to the index.  For further guidance, please refer
to Trust Indenture Act of 1939 C&DIs Questions 206.01 and 220.01.
            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.
            Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Martin J. Waters, Esq.

CORRESP
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		Document

 12235 El Camino Real, Suite 200

San Diego, CA 92130-3002

PHONE 858.350.2300

FAX 858.350.2399

www.wsgr.com

June 8, 2018

Via EDGAR and Overnight Delivery

Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

Attention:

 Irene Paik

Erin Jaskot

Re:

 Vital Therapies, Inc.

Registration Statement on Form S-3

Filed May 25, 2018

File No. 333-225230

Dear Ms. Paik:

On behalf of our client, Vital Therapies, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated June 5, 2018 and relating to the Company’s Registration Statement on Form S-3 (File No. 333-225230) filed with the Commission on May 25, 2018 (the “Registration Statement”).  The Company has also further revised the Registration Statement in response to the Staff’s comments in respect of the Registration Statement (the “Amended Registration Statement”) and is filing concurrently with this letter the Amended Registration Statement, which reflects these revisions and updates.  For the convenience of the Staff, we are providing to the Staff by overnight delivery copies of this letter and the Amended Registration Statement (including a version of the Amended Registration Statement marked against the Registration Statement), in care of Ms. Paik.

In this letter, we have recited the comments from the Staff in bold italicized type and have followed each comment with the Company’s response.  Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Amended Registration Statement.  Except as otherwise specifically indicated, page references herein correspond to the page of the Amended Registration Statement.

AUSTIN      BEIJING      BOSTON      BRUSSELS      HONG KONG      LOS ANGELES      NEW YORK      PALO ALTO

SAN DIEGO      SAN FRANCISCO      SEATTLE      SHANGHAI      WASHINGTON, DC      WILMINGTON, DE

U.S. Securities and Exchange Commission

June 8, 2018

Page 2

Registration Statement on Form S-3 filed May 25, 2018

Information Incorporated by Reference, page 32

1.

 Please revise your disclosure here and on page S-18 to incorporate by reference your current report on Form 8-K filed May 24, 2018. Refer to Item 12(a)(2) of Form S-3.

Such disclosure has been made on pages 32 and S-18 to reflect the Staff’s comment.

Exhibits

2.

 Please list a statement of eligibility of trustee for each of the indentures as an Exhibit 25 to your registration statement.  See Item 601(b)(25) of Regulation S-K.  If you wish to designate the trustees on a delayed basis, as permitted by Section 305(b)(2) of the Trust Indenture Act, please indicate that you will separately file the Form T-1 under the electronic form type “305B2” in the notes to the index.  For further guidance, please refer to Trust Indenture Act of 1939 C&DIs Questions 206.01 and 220.01.

Exhibits 25.1 and 25.2 have been added to the list of Exhibits, and the notes to the index reference that the Form T-1 will be filed under the electronic form type “305B2.”

***

Please direct any questions regarding the Company’s responses or the Amended Registration Statement to me at (858) 350-2392 or thornish@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Thomas E. Hornish

Thomas E. Hornish

cc:

 Russell J. Cox, CEO, Vital Therapies, Inc.

Michael V. Swanson, CFO, Vital Therapies, Inc.

John Dunn, General Counsel, Vital Therapies, Inc.

Octo ber 30 , 2013

Via E -Mail
Terrence E. Winters, Ph.D.
Co-Chairman of the Board &
Chief Executive Officer
Vital Therapies, Inc.
15222 Avenue of Science, Suite B
San Diego, CA 92128

Re: Vital Therapies, Inc.
Registration Statement on Form S -1
Filed October 11, 2013
Response d ated October  25, 2013
  File No. 333 -191711

Dear Dr. Winters :

We have reviewed your supplemental response  dated October 25, 2013 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 inform ation.   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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Stock -Based Compensation, pag e 50

1. Please refer to your October 25, 2013 response. It is unclear how you have sufficiently
addressed the qua ntitative or qualitative components in our initial comment in your
discussion of each significant factor contributing to the difference between y our latest
common stock valuation and the estimated IPO price, considering the significant increase
in fair value from the September 30, 2013 price to the midpoint of your IPO price range.
Please revise your proposed disclosure to further support this inc rease. In particular,
disclose the key assumptions used to determine the IPO range and explain your basis for
changing those assumptions that increased your valuation most significantly. Also,
include a description and quantification of those changes in yo ur business (if any) that

Terrence E. Winters, Ph.D.
Vital Therapies, Inc.
October 30 , 2013
Page 2

 contributed to the increase in your valuation, such as favorable results from Phase 3
clinical trials or extension of market exclusivity under existing patents.

2. You appear to cite a 100% probability of a public offering, which will result in the
simultaneous elimination of the economic rights and restrictions related to your
redeemable convertible preferred stock, as the sole justification for the increase in fair
value from $10.02 per share at September 30, 2013 to the midpoint of your estimated IPO
price range . Please explain to us why you assumed an IPO probability of only 50% at
September 30, 2013.

3. Please update the filing for all equity issuances prior to go ing effective, including the
future purchase rights.  Disclose the fair value assessment of your common stock in
September 2013 as well as the methodology and assumptions used to determine the fair
value.  Confirm that you will include the discussion of wh y the fair value changed from
the last grant date to the IPO price as revised for the above comment.

4. Please tell us and disclose the vesting period for the options granted.

5. We will further evaluate your accounting for stock compensation and related discl osures,
once you have finalized an estimated offering price range and disclosed this information
in a subsequent amendment to your Registration Statement .

Notes to Consolidated Financial Statements
7. Redeemable Convertible Preferred Stock, page F -24

6. Your response does not address our comment two in our letter, dated October 24, 2013.
As previously requested, please provide us the following explanations regarding the
information in your response a nd your disclosure on page F -28:

 Explain the basis for  granting future purchase rights to investors in the senior
preferred stock financings. In particular, explain why the number of future
purchase rights granted on page F -28 does not equal the number of senior
redeemable convertible preferred shares issued on page F -27.
 Explain the relationship between the common stock value for the future purchase
rights granted on September 25, 2012 of $2.30 per share, as disclosed on page F -
28, and the common stock fair value of $1.17 per share, as disclosed on page 52.

In addition, your disclosure appears to indicate that this table relates only to future
purchase rights. However, the beneficial conversion amount of $306,000 for June 2013
includes $264,000 related to options granted to certain directors. Please revise your
disclosure to clarify that the table includes the beneficial conversion amount for the
options.

Terrence E. Winters, Ph.D.
Vital Therapies, Inc.
October 30 , 2013
Page 3

 Also, please note that we are deferring a final evaluation of the future purchase rights and
other costs until your estimated offering price is specified.

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

You may con tact Franklin Wyman at (202) 551-3660  or Mary Mast at (202) 551-3613  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Christina De Rosa at (202 ) 551 -3577, Bryan Pitko at (202) 551 -3203,  or me at (202 ) 551 -
3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director
cc:  Via E -Mail
 Martin J. Waters
 Wilson Sonsini Goodrich & Rosati,
 Professional Corporation
 12235 El Camino Real, Suite 200
San Diego, CA 92130 -3002

CORRESP
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CORRESP

 April 14, 2014

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:
Jeffrey P. Riedler, Assistant Director

 Daniel Greenspan, Legal Branch Chief

Karen Ubell, Staff Attorney

Bryan Pitko, Staff Attorney

 Gus
Rodriguez, Accounting Branch Chief

 Sasha Parikh, Staff Accountant

Re:
Vital Therapies, Inc.

 Registration Statement on Form S-1 (File No. 333-191711)

 Form 8-A (File No. 001-36201)

Acceleration Request

Requested Date: April 16, 2014

Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, and Rule 12d1-2 of the Securities Exchange Act of 1934, as amended, Vital Therapies, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form
S-l (File No. 333-191711) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally
request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) (the “Registration Statement Acceleration
Request”). In connection with the Registration Statement Acceleration Request, the Company hereby requests that the above referenced Form 8-A (File No. 001-36201) also be declared effective at the “Requested Date” and
“Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the Staff. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Anthony G. Mauriello at (858) 350-2364.

 Securities and Exchange Commission

April 14, 2014

 Page 2

 In connection with the acceleration request, the Company hereby
acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement on Form S-1 effective, it does not foreclose the Commission from taking any action with respect to the
Registration Statement on Form S-1;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement on Form S-1; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [Signature page follows]

* * * *

 Sincerely,

VITAL THERAPIES, INC.

/s/ Michael V. Swanson

Michael V. Swanson

Chief Financial Officer

cc:
Terence E. Winters, Ph.D., Vital Therapies, Inc.

 Duane Nash, Vital Therapies, Inc.

Michael V. Swanson, Vital Therapies, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

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CORRESP

 April 14, 2014

VIA ELECTRONIC SUBMISSION

 Securities and Exchange
Commission

 Mail Stop 3561

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:
    Jeffrey P. Riedler, Assistant Director

     Bryan
J. Pitko, Staff Attorney

Re:
    Vital Therapies, Inc.

     Registration Statement
Filed on Form S-1

     Registration No. 333-191711

Ladies and Gentlemen:

 Pursuant to Rule 460 under the
Securities Act of 1933, we wish to advise you that we have distributed approximately 2,684 copies of the Preliminary Prospectus issued April 7, 2014 through the date hereof, to underwriters, dealers, institutions and others.

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

 We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be
accelerated to 4:00 p.m. Eastern Time, on Wednesday, April 16, 2014 or as soon thereafter as practicable.

 [signature page
follows]

 Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

 CREDIT SUISSE SECURITIES (USA) LLC

As representatives of the

 several Underwriters

By:

MERRILL LYNCH, PIERCE, FENNER & SMITH

                         INCORPORATED

By:

     /s/ Michele A.H. Allong

Name: Michele A.H. Allong

Title:   Authorized Signatory

By: CREDIT SUISSE SECURITIES (USA) LLC

By:

     /s/ Charles Newton

Name: Charles Newton

Title:   Managing Director

 [SIGNATURE PAGE TO
ACCELERATION REQUEST OF THE UNDERWRITERS]

CORRESP
1
filename1.htm

CORRESP

 April 8, 2014

VIA EDGAR AND OVERNIGHT DELIVERY

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, DC 20549

Attention:
Jeffrey P. Riedler

Christina DeRosa

Bryan Pitko

Franklin Wyman

Mary Mast

Re:
Vital Therapies, Inc.

 Registration Statement on Form S-1

File No. 333-191711

 Ladies and
Gentlemen:

 This letter responds to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), dated April 7, 2014, to Terence E. Winters, Ph.D., Co-Chairman of the Board and Chief Executive Officer of Vital Therapies, Inc. (the “Company”) regarding Amendment No. 6 to the Registration
Statement on Form S-1, File No. 333-191711 (the “Registration Statement”), filed by the Company on April 7, 2014.

This letter sets forth the comments of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each
comment, sets forth the Company’s response. Simultaneously with the filing of this letter, the Company is filing via EDGAR an issuer free writing prospectus (the “Free Writing Prospectus”), responding to the Staff’s
comments that amends the Registration Statement. We are enclosing a copy of the Free Writing Prospectus.

 Use of Proceeds, page 41

1.
 We note your response to our prior comment 4 and the associated revisions to your registration statement. Pursuant to the requirements of
Item 504 of Regulation S-K, where you have identified the specific purposes for which you intend to use the offering proceeds, you must disclose the approximate amount of proceeds intended to be used for each such purpose. In this regard, we
note your disclosed expectation that the proceeds from the offering and existing cash and cash equivalents will be sufficient to fund development

 U.S. Securities and Exchange Commission

April 8, 2014

 Page 2

through receipt of initial data from leading Phase 3 trials. Please revise your disclosure in this section to indicate how your use of proceeds from the offering will be allocated towards the
clinical development for each of VTI-208, VTI-210, and VTI-212, respectively.

 We understand that the company has not
yet made such specific determination, but that does not relieve you of your obligation to provide investors with your best estimate, based on reasonable assumptions, of the manner in which you will allocate investors’ funds. You may, as
necessary, provide additional disclosure that advises investors of the particular factors and assumptions that form the basis of your estimate, any uncertainty surrounding these amounts and the reasons that the actual use of proceeds could vary.
Please make any necessary conforming changes to your Prospectus Summary as well.

 Response: The Company respectfully
acknowledges the Staff’s comment and has filed an issuer free writing prospectus that updates page 41 of the Registration Statement. The Company will also file Amendment No. 7 that will include the updated language as set forth in the
issuer free writing prospectus.

2.
Please clarify your reference to receipt of “initial data,” with respect to the level of clinical development you expect to reach using net proceeds from this offering and your existing cash and cash
equivalents. In particular, please revise your disclosure to clarify whether you are referring to preliminary data obtained prior to the completion of Phase 3 trials of VTI-208, VTI-210, and VTI-212, data obtained following completion of such
trials, or data obtained at some other point.

 Response: The Company respectfully acknowledges the Staff’s
comment and has filed an issuer free writing prospectus that updates page 41 of the Registration Statement. The Company will also file Amendment No. 7 that will include the updated language as set forth in the issuer free writing prospectus.

 U.S. Securities and Exchange Commission

April 8, 2014

 Page 3

*        *        *

If you require any additional information on these issues, or if we can provide you with any other information that will
facilitate your continued review of this submission, please advise us at your earliest convenience. You may reach me at (858) 350-2364 or Martin J. Waters at (858) 350-2308.

Sincerely,

 WILSON SONSINI GOODRICH &

ROSATI

 Professional Corporation

 /s/ Anthony G. Mauriello

Anthony G. Mauriello

 Enclosures

cc:
Terence E. Winters, Ph.D., Vital Therapies, Inc.

 Duane Nash, Vital Therapies, Inc.

Michael V. Swanson, Vital Therapies, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

William Molloie, PricewaterhouseCoopers LLP

April 7 , 2014

Via E -Mail
Terrence E. Winters, Ph.D.
Co-Chairman of the Board &
Chief Executive Officer
Vital Therapies, Inc.
15222 Avenue of Science, Suite B
San Diego, CA 92128

Re: Vital Therapies, Inc.
Amendment No. 5 to Registration Statement on Form S -1
Filed April 3, 2013
  File No. 333 -191711

Dear Dr. Winters:

We have reviewed your amended registration statement and have the following
comment s.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comment s 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 informatio n you
provide in response to th ese comment s, we may have additional comment s.

Use of Proceeds, page 41

1. We note your response to our prior comment 4 and the associated revisions to your
registration statement.   Pursuant to the requirements of Item 504 of Regulation S -K,
where you have identified the specific purposes for which you intend to use the offering
proceeds, you must disclose the approximate amount of proceeds intended to be used for
each such purpose.  In this regard, we note your disclosed expectation that the proceeds
from the offering and existing cash and cash equi valents will be sufficient to fund
development through receipt of initial data from leading Phase 3 trials.  Please revise
your disclosure in this section to indicate how your use of proceeds from the offering will
be allocated towards the clinical develop ment for each of VTI -208, VTI -210, and VTI -
212, respectively.

We understand that the company has not yet made such specific determination, but that
does not relieve you of your obligation to provide investors with your best estimate,

Terrence E. Winters, Ph.D.
Vital Therapies, Inc.
April 7 , 2014
Page 2

 based on reasonable  assumptions, of the manner in which you will allocate investors’
funds.  You may, as necessary, provide additional disclosure that advises investors of the
particular factors and assumptions that form the basis of your estimate, any uncertainty
surroundin g these amounts and the reasons that the actual use of proceeds could vary.
Please make any necessary conforming changes to your Prospectus Summary as well.

2. Please  clarify your reference to receipt of “initial data ,” with respect to the level of
clinical development you expect to reach using net proc eeds from this offering and your
existing cash and cash equivalents .  In particular, please revise your disclosure to clarify
whether you are referring to preliminary data obtained prior to the co mpletion of Phase 3
trials of VTI -208, VTI -210, and VTI -212, data obtained following completion of such
trials, or data obtained at some other point.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to  be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible f or the accuracy
and adequacy of the disclosures they have made.

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

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

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

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

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

Terrence E. Winters, Ph.D.
Vital Therapies, Inc.
April 7 , 2014
Page 3

 Please contact Christina De Rosa at (202) 551 -3577, Bryan Pitko at (202) 551 -3203,  or
me a t (202) 551 -3715 with any questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director
cc:  Via E -Mail
 Martin J. Wa ters
 Wilson Sonsini Goodrich & Rosati,
 Professional Corporation
 12235 El Camino Real, Suite 200
San Diego, CA 92130 -3002

CORRESP
1
filename1.htm

CORRESP

 FOIA Confidential Treatment Requested Pursuant to 17 C.F.R. §200.83

The entity requesting confidential treatment is:

Vital Therapies, Inc.

15010 Avenue of Science, Suite 200

 San Diego, CA 92128

Attn: Terence E. Winters, Ph.D.

Co-Chairman of the Board & Chief Executive Officer

Telephone (858) 673-6840

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[CONFIDENTIAL ***].”

April 3, 2014

 VIA EDGAR AND
OVERNIGHT DELIVERY

 Jeffrey P. Riedler

 Assistant
Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street NE

Mail Stop 3030

 Washington, D.C. 20549

Re:
Vital Therapies, Inc.

Registration Statement on Form S-1

File No. 333-191711

 Dear Mr. Riedler:

This letter responds to the letter of the staff (the “Staff”) of the United States Securities and Exchange Commission (the
“Commission”), dated April 2, 2014 (the “Comment Letter”), to Terence E. Winters, Ph.D., Co-Chairman of the Board and Chief Executive Officer of Vital Therapies, Inc. (the “Company”) regarding
Amendment No. 4 to the Registration Statement on Form S-1, File No. 333-191711 (the “Amended Registration Statement”). Specifically, this letter responds to the Staff’s request for supplemental quantitative and
qualitative analyses explaining the difference between the estimated offering price and the fair value of equity issuances since December 2013.

U.S. Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

April 3, 2014

BY VITAL THERAPIES, INC.

 Page
 2

VTL-003

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request
for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

On February 3, 2014, the Company’s board of directors granted common stock options to purchase an aggregate 61,653 shares of common
stock each with an exercise price of $8.00 per share. All of these stock options vest ratably over 48 months.

 In establishing the
exercise price for these options, the board of directors determined the fair value of the company’s common stock was no greater than $8.00 per share. The board of directors based this determination on its consideration of the January 24,
2014 financing in which the Company sold shares of redeemable convertible senior preferred stock to new investors in an arm’s-length transaction for $8.00 per share. In addition, the board of directors considered the methodology and assumptions
for the Company’s December 31, 2013 valuation, which is discussed on page 61of the Amended Registration Statement.

 As is
typical for initial public offerings, the estimated price range for this offering was not derived using a formal determination of fair value, but was determined as a result of discussions among representatives of the Company’s management and
board of directors and the underwriters. During these discussions, the parties considered the quantitative analyses disclosed in the Amended Registration Statement, as well as several non-quantitative factors, such as the valuations of recently
completed public offerings and evaluating the issuers’ respective stages of development as compared to our clinical program, the current valuations of public companies at a similar stage of clinical development as the Company, including those
pursuing orphan therapies, improved market conditions since December 31, 2013, and the progress of the Company’s clinical development programs.

In response to the Staff’s comment, the Company advises that it will include the following proposed disclosure in a future pre-effective
amendment to the Registration Statement prior to the distribution of any preliminary prospectus relating to the offering:

 “An assumed
offering price of $[CONFIDENTIAL ***] per share, which is the mid-point of the estimated price range set forth on the cover of this prospectus, represents an increase of $[CONFIDENTIAL ***] over the exercise price of $8.00 per share of
the common stock options granted in February 2014, and an increase of $[CONFIDENTIAL ***] over our December 31, 2013 determination of the estimated fair value of our common stock of $5.93 per share. The difference between such assumed
offering price, the exercise price of such stock options and the estimated fair value of our common stock as determined by our board of directors as of December 31, 2013 is attributable to several factors, including the following:

•

 The assumed initial public offering price is based on a single outcome that is not probability weighted—a successful initial public offering in
the near term. By contrast, the estimated fair value of our common stock as of December 31, 2013, was determined based on the PWERM

U.S. Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

April 3, 2014

BY VITAL THERAPIES, INC.

 Page
 3

VTL-003

methodology, a probability-weighted approach that incorporates the potential for alternative liquidity events and other outcomes. The probability-weighted approach estimates fair value per share
based on a combination of expected possible scenarios. Had we assumed only one scenario in our PWERM of an initial public offering, the indicated estimated fair value of our common stock would have increased by approximately $5.96 per share to
$11.89 per share on a marketable basis, which is equal to approximately [CONFIDENTIAL ***] % of the assumed initial public offering price.

•

The assumed initial public offering price assumes the conversion of 16,009,423 shares of preferred stock into common stock and the resulting elimination of all preferred stock preferences, including the $12.00 per share
plus accrued and unpaid dividends liquidation preference of 12,508,023 shares of senior preferred stock that stand in front of the common stock prior to a qualified public offering.

•

The assumed initial public offering price also considered a variety of other factors that took place during the period subsequent to the December 31, 2013 valuation such as: (i) the closing of additional
preferred stock financings in which we sold $18.4 million of our senior preferred stock at $8.00 per share as disclosed elsewhere in this prospectus, (ii) the valuations of recently completed public offerings at a similar stage of clinical
development as us, (iii) improved market conditions since December 31, 2013, and (iv) further progress in our business, such as the enrollment of additional clinical sites and patients in our VTI-208 clinical trial.

•

The assumed initial public offering price represents a price for shares of common stock that are immediately freely tradable in a public market, whereas the estimated fair value of our common stock at December 31,
2013 represented a contemporaneous estimate of the fair value of illiquid shares that would remain restricted from public sale for a substantial period of time even after the completion of an initial public offering.

We believe the range we have assumed for the offering is reasonable; however, the actual price of the offering, if successful, will be
determined by a constantly changing market and actual investor demand. Accordingly, our actual initial public offering price may vary significantly from the assumed initial public offering price based on a variety of factors, including some that are
unrelated to our specific performance or actions such as general market and economic conditions.”

 The Company respectfully advises
the Staff that there have been no equity issuances since December 2013 other than those disclosed in the Amended Registration Statement.

****

U.S. Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

April 3, 2014

BY VITAL THERAPIES, INC.

 Page
 4

VTL-003

Please direct any questions or comments regarding the contents of this letter to Martin J. Waters at (858) 350-2308 or
mwaters@wsgr.com. Thank you for your assistance.

 Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Anthony G. Mauriello

Anthony G. Mauriello

Enclosures

cc:

Terence E. Winters, Ph.D., Vital Therapies, Inc.

Duane Nash, Vital Therapies, Inc.

Michael V. Swanson, Vital Therapies, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

William Molloie, PricewaterhouseCoopers LLP

CORRESP
1
filename1.htm

WSGR CORRESP for A#4

 12235 El Camino Real, Suite 200

San Diego, CA 92130-3002

PHONE 858.350.2300

 FAX
858.350.2399

 www.wsgr.com

 April 3, 2014

VIA EDGAR AND OVERNIGHT DELIVERY

 Jeffrey P.
Riedler

 Assistant Director

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
St NE

 Mail Stop 3030

 Washington, D.C. 20549

Re:
Vital Therapies, Inc.

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

 Filed on March 11, 2014

File No. 333-191711

 Dear
Mr. Riedler:

 This letter responds to the letter of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated April 2, 2014, to Terence E. Winters, Ph.D., Co-Chairman of the Board and Chief Executive Officer of Vital Therapies, Inc. (the “Company”) regarding Amendment No. 4 to
the Registration Statement on Form S-1, File No. 333-191711 (the “Registration Statement”), filed by the Company on March 11, 2014.

This letter sets forth the comments of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each
comment, sets forth the Company’s response. Simultaneously with the filing of this letter, the Company is filing via EDGAR Amendment No. 5 to the Registration Statement on Form S-1 (the “Amended Registration Statement”),
responding to the Staff’s comments and amending the Registration Statement. We are enclosing a copy of the Amended Registration Statement, together with a copy that is marked to show the changes from the Registration Statement.

Prospectus Summary

Overview, page 1

1.
We note your disclosure that the ELAD system has received orphan designation in the United States and Europe for the treatment of acute liver failure. Please revise your disclosure in this section to indicate the
benefits conveyed by this designation. In addition, please clarify that the granting of a request for orphan designation does not alter the standard regulatory requirements and process for obtaining marketing approval.

 Securities and Exchange Commission

April 3, 2014

  Page
 2

 Response: The Company respectfully acknowledges the Staff’s comment and has
revised the disclosure on page 1 and elsewhere in the Amended Registration Statement to provide the requested clarifying disclosure with respect to the term “orphan designation”.

2.
We note your disclosure that you are currently conducting two Phase 3 clinical trials in VTI-208 and VTI-210, respectively. However, we also note your disclosure that you expect to initiate enrollment of
subjects in your Phase 3 trial for VTI-210 in the first half of 2014. As such, it does not appear that you have yet commenced Phase 3 clinical trial for VTI-210. Please revise your disclosure in this section and throughout the registration
statement to address this inconsistency. In addition, you should also revise charts illustrating clinical development in the prospectus to clarify that clinical trials for VTI-210 have not yet entered Phase 3.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure throughout the Amended
Registration Statement as appropriate to clarify that the Company is currently enrolling patients in the VTI-208 Phase 3 clinical trial, and has opened the VTI-210 Phase 3 clinical trial and plans to begin enrolling patients in the first
half of 2014. The Company has also revised the chart on page 2 to reflect the stage of the VTI-210 Phase 3 clinical trial.

3.
Please define the term “ultra-orphan” at your first use, indicate whether this designation is used by FDA or EMA, and explain why a Phase 3 trial may not be necessary to obtain marketing approval for
VTI-212 following receipt of data from the Phase 2 trial. Please also indicate whether the FDA or EMA has indicated that Phase 3 trials may not be necessary for VTI-212.

Response: The Company respectfully acknowledges the Staff’s comment and has deleted the term “ultra-orphan” throughout
the Amended Registration Statement because the term, while commonly understood in the Company’s industry, is not formally used by the FDA or EMA. The Company has also provided the requested additional disclosure regarding its VTI-212 clinical
trial on pages 2 and 69 and elsewhere in the Amended Registration Statement.

 Use of Proceeds, page 41

4.
Please revise your disclosure in this section to indicate how your use of proceeds from the offering will be allocated towards the clinical development for each of VIT-208, VTI-210, and VTI-212, respectively.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that due to the
reasons disclosed on page 41 of the Amended and Restated Registration Statement, the Company is unable to accurately allocate the proceeds of the offering among each of its clinical trials at this time. The Company has revised the disclosure on
page 41 of the Amended Registration Statement to state that it is unable to accurately allocate the proceeds at this time.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Subjective
Judgments and Estimates Stock-based Compensation, page 54.

5.
Please expand your disclosure to state that valuation of your common stock prior to the planned offering involves estimates that are highly complex and subjective and that these estimates will not be necessary to
determine the fair value of new awards once the underlying shares begin trading.

 Securities and Exchange Commission

April 3, 2014

  Page
 3

 We may have additional comments on your accounting for stock compensation or any
beneficial conversion features once you have disclosed an estimated offering price. Please supplementally provide us with a quantitative and qualitative analysis explaining the difference between the estimated offering price and the fair value of
each equity issuance since December 2013 through the date of effectiveness.

 Response: The Company respectfully acknowledges the
Staff’s comment and has provided the requested additional disclosure on page 56 of the Amended Registration Statement. The Company will supplementally provide to the Staff the requested analysis regarding its equity issuances.

*        *        *

If you require any additional information on these issues, or if we can provide you with any other information that will facilitate your continued review of
this submission, please advise us at your earliest convenience. You may reach me at (858) 350-2364 or Martin J. Waters at (858) 350-2308.

Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

 /s/ Anthony G. Mauriello

Anthony G. Mauriello

cc:
Terence E. Winters, Ph.D., Vital Therapies, Inc.

 Duane Nash, Vital Therapies, Inc.

Michael V. Swanson, Vital Therapies, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

William Molloie, PricewaterhouseCoopers LLP

April 2, 2014

Via E -Mail
Terrence E. Winters, Ph.D.
Co-Chairman of the Board &
Chief Executive Officer
Vital Therapies, Inc.
15222 Avenue of Science, Suite B
San Diego, CA 92128

Re: Vital Therapies, Inc.
Amendment No. 4 to Registration Statement on Form S -1
Filed March  11, 2013
  File No. 333 -191711

Dear Dr. Winters :

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 comm ents.

Prospectus Summary
Overview, page 1

1. We note your disclosu re that the ELAD system has received orphan designation in the
United States and Europe for the treatment of acute liver failure.  Please revise your
disclosure in this section to indicate the benefi ts conveyed by this designation.   In
addition, please clarify that  the granting of a request for orphan designation does not alter
the standard regulatory requirements and process for obtaining marketing approval.

2. We note your disclosure that yo u are currently conducting two Phase 3 clinical trials in
VTI-208 and VTI -210, respectively.  However, we also note your disclosure that you
expect to initiate enrollment of subjects in your Phase 3 trial for VTI -210 in the first half
of 2014.  As such, it  does not appear that you have yet commenced Phase 3 clinical trial
for VTI -210.  Please revise your disclosure in this section and throughout the registration

Terrence E. Winters, Ph.D.
Vital Therapies, Inc.
April 2, 2014
Page 2

 statement to address this inconsistency.  In addition, you should also revise charts
illustratin g clinical development in the prospectus to clarify that clinical trials for VTI -
210 have not yet entered Phase 3.

3. Please define the term “ultra -orphan” at your first use, indicate whether this designation
is used by FDA or EMA, and explain why a Phase 3  trial may not be necessary to obtain
marketing approval for VTI -212 following receipt of  data from the Phase 2 trial.  Please
also indicate whether the FDA or EMA has indicated that Phase 3 trials may not be
necessary for VTI -212.

Use of Proceeds, page 41

4. Please revise your disclosure in this section to indicate how your use of proceeds from
the offering will be allocated towards the clinical development for each of VTI -208, VTI -
210, and VTI -212, respectively.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Subjective Judgments and Estimates
Stock -based Compensation, page 54

5. Please expand your disclosure to state that valuation of your common stock prior to the
planned offering in volves estimates that are highly complex and subjective and that these
estimates will not be necessary to determine the fair value of new awards once the
underlying shares begin trading.

We may have additional comments on your accounting for stock compen sation or any
beneficial conversion features once you have disclosed an estimated offering price.
Please supplementally provide us with a quantitative and qualitative analysis explaining
the difference between the estimated offering price and the fair valu e of each equity
issuance since December 2013 through the date of effectiveness.

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

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

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

Terrence E. Winters, Ph.D.
Vital Therapies, Inc.
April 2, 2014
Page 3

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

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

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

You may con tact Franklin Wyman at (202) 551-3660  or Mary Mast at (202) 551-3613  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Christina De Rosa at (202 ) 551 -3577, Bryan Pitko at (202) 551 -3203,  or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director
cc:  Via E -Mail
 Martin J. Waters
 Wilson Sonsini Goodrich & Rosati,
 Professional Corporation
 12235 El Camino Real, Suite 200
San Diego, CA 92130 -3002

CORRESP
1
filename1.htm

CORRESP

 Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

 New York, New York 10010-3629

November 18, 2013

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
Jeffrey P. Riedler, Assistant Director

Daniel Greenspan, Legal Branch Chief

Karen Ubell, Staff Attorney

Bryan Pitko, Staff Attorney

Gus Rodriguez, Accounting Branch Chief

Sasha Parikh, Staff Accountant

Re:
Vital Therapies, Inc.

Registration Statement on Form S-1

Registration File No. 333-191711

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), as representative of the several
Underwriters, we hereby join in the request of Vital Therapies, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:30 PM Eastern Time on November
20, 2013, or as soon thereafter as practicable or at such other time as the Company or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, as representative of the several Underwriters, we wish to advise you that we have effected the following
distribution of the Company’s Preliminary Prospectus dated November 6, 2013:

(i)
Dates of distribution: November 6, 2013 through the date hereof

(ii)
Number of prospective underwriters to which the preliminary prospectus was furnished: 5

(iii)
Number of prospectuses furnished to investors: approximately 535

(iv)
Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 1,207

As representative of the several Underwriters, we 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,

 CREDIT SUISSE SECURITIES (USA) LLC

Acting severally on behalf of itself and the

 several
Underwriters

 By:

CREDIT SUISSE SECURITIES (USA) LLC

By:

   /s/ Jill Ford

Name:   Jill Ford

Title:     Managing Director

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
1
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CORRESP

 November 18, 2013

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:

Jeffrey P. Riedler, Assistant Director

Daniel Greenspan, Legal Branch Chief

Karen Ubell, Staff Attorney

Bryan Pitko, Staff Attorney

Gus Rodriguez, Accounting Branch Chief

Sasha Parikh, Staff Accountant

Re:

Vital Therapies, Inc.

Registration Statement on Form S-1

File No. 333-191711

Acceleration Request

 Requested Date:

November 20, 2013

 Requested Time:

4:30 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Vital Therapies, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement on Form S-l (File No. 333-191711) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such
later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Anthony G. Mauriello at (858) 350-2364.

In connection with the acceleration request, the Company hereby acknowledges that:

•

should 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;

 Securities and Exchange Commission

November 18, 2013

  Page
 2

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [Signature page follows]

* * * *

 Sincerely,

VITAL THERAPIES, INC.

/s/ Michael V. Swanson

Michael V. Swanson

Chief Financial Officer

cc:
Terence E. Winters, Ph.D., Vital Therapies, Inc.

 Duane Nash, Vital Therapies, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

Anthony G. Mauriello, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 FOIA Confidential Treatment Requested Pursuant to 17 C.F.R. §200.83

The entity requesting confidential treatment is:

 Vital
Therapies, Inc.

 15010 Avenue of Science, Suite 200

San Diego, CA 92128

 Attn: Terence E. Winters, Ph.D.

 Co-Chairman of the Board & Chief Executive Officer

Telephone (858) 673-6840

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[CONFIDENTIAL ***].”

 November 1, 2013

VIA EDGAR AND OVERNIGHT DELIVERY

 Jeffrey P.
Riedler

 Assistant Director

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street NE

 Mail Stop 3030

 Washington, D.C. 20549

Re:
Vital Therapies, Inc.

Registration Statement on Form S-1

Filed October 11, 2013 and amended October 30, 2013

File No. 333-191711

 Dear Mr. Riedler:

This letter responds to the letter of the staff (the “Staff”) of the United States Securities and Exchange Commission (the
“Commission”), dated October 30, 2013 (the “Comment Letter”), to Terence E. Winters, Ph.D., Co-Chairman of the Board and Chief Executive Officer of Vital Therapies, Inc. (the “Company”)
relating to the Registration Statement on Form S-1 originally submitted by the Company to the Commission on July 22, 2013, as revised and publicly filed on October 11, 2013 and subsequently amended on October 30, 2013 (as revised, the
“Amended Registration Statement”).

 U.S. Securities and Exchange Commission

November 1, 2013

  Page
 2

 CONFIDENTIAL TREATMENT REQUESTED

BY VITAL THERAPIES, INC.

VTL-002

 Because of the commercially sensitive nature of information contained herein, this
submission is accompanied by the Company’s request for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of
Information Act.

 This letter sets forth the comments of the Staff in the comment letter (numbered in accordance with the Comment Letter) and,
following each comment, sets forth the Company’s response.

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Critical Accounting Policies and Significant Judgments and Estimates

Stock-Based Compensation, page 50

1.
Please refer to your October 25, 2013 response. It is unclear how you have sufficiently addressed the quantitative or qualitative components in our initial comment in your discussion of each significant factor
contributing to the difference between your latest common stock valuation and the estimated IPO price, considering the significant increase in fair value from the September 30, 2013 price to the midpoint of your IPO price range. Please revise
your proposed disclosure to further support this increase. In particular, disclose the key assumptions used to determine the IPO range and explain your basis for changing those assumptions that increased your valuation most significantly. Also,
include a description and quantification of those changes in your business (if any) that contributed to the increase in your valuation, such as favorable results from Phase 3 clinical trials or extension of market exclusivity under existing patents.

 Response:

Please note the methodology and assumptions for our September 3, 2013 and September 30, 2013 valuations are discussed on pages 54 and
55 of the Amended Registration Statement. As is typical for initial public offerings, the estimated price range for this offering was not derived using a formal determination of fair value, but was determined by discussions between us and the
underwriters.

 In response to the Staff’s comment, the Company advises that it will include the following proposed disclosure in a
future pre-effective amendment to the Registration Statement prior to the distribution of any preliminary prospectus relating to the offering:

“Offering Price:

An assumed offering price of $[CONFIDENTIAL ***] per share, which is the mid-point of the estimated price range set forth on the cover
of this prospectus, represents an increase of $[CONFIDENTIAL ***] over our September 30, 2013 determination of the estimated fair value of our common stock of $10.02 per share.

 U.S. Securities and Exchange Commission

November 1, 2013

  Page
 3

 CONFIDENTIAL TREATMENT REQUESTED

BY VITAL THERAPIES, INC.

VTL-002

 The difference between the assumed offering price and the estimated fair value of our common
stock as determined by our board of directors as of September 30, 2013 is attributable to several factors, including the following:

•

The assumed initial public offering price is based on a single outcome—a successful initial public offering in the near term which is not probability weighted. By contrast, the estimated fair value of our common
stock as of September 30, 2013, was determined based on the PWERM methodology, a probability-weighted approach that incorporates the potential for alternative liquidity events. This probability-weighted approach inherently decreases the
estimated fair value per share due to the combination of other expected equity values. For example, it does not reflect the elimination of the senior preferred stock purchase rights or the liquidation preference of the senior preferred stock
outstanding as of September 30, 2013. Had we assumed only a successful initial public offering, the indicated estimated fair value of the common stock would have increased by approximately $3.25 per share to $13.27 per share, which is equal to
[CONFIDENTIAL ***]% of the mid-point of the assumed offering price.

•

The assumed initial offering price also considers a variety of non-quantitative factors, including factors that took place during the period subsequent to the September 30, 2013 valuation performed by the Company
such as: (i) the valuations of recently completed public offerings and evaluating their stage of development as compared to the Company’s clinical program, (ii) the current valuations of public companies at a similar stage of clinical
development as the Company, particularly those with orphan drug designations, (iii) the reduction in market uncertainty from September 30, 2013 as a result of the temporary resolution of the U.S. government shutdown and the increase to the
debt ceiling, and the decision by the U.S. not to take hostile action against Syria, and (iv) further progress in the Company’s business as the Company continued to enroll additional clinical sites and patients in its VTI-208 clinical
trials, and continued to make progress in obtaining regulatory approvals and toward enrolling sites for its VTI-210 and VTI-212 clinical trials.

•

The assumed initial public offering price represents a price for shares of common stock that are immediately freely tradable in a public market, whereas the estimated fair value of our common stock at September 30,
2013 represents a contemporaneous estimate of the fair value of illiquid shares that would remain restricted from public sale for a substantial period of time even after the completion of an initial public offering.

The Company believes the range it has assumed for the offering is reasonable; however, the actual price of the offering will be determined by a
constantly changing market and actual investor demand. Accordingly, the Company’s actual initial public offering price may vary significantly from the assumed initial offering price based on a variety of factors, including some that are
unrelated to the Company’s specific performance or actions such as general market and economic conditions.”

 U.S. Securities and Exchange Commission

November 1, 2013

  Page
 4

 CONFIDENTIAL TREATMENT REQUESTED

BY VITAL THERAPIES, INC.

VTL-002

 As disclosed on page 52 of the Amended Registration Statement, stock options granted during
September 2013 included aggregate grants for only 262,190 shares of common stock. All of the stock options vest ratably over 48 months.

2.
You appear to cite a 100% probability of a public offering, which will result in the simultaneous elimination of the economic rights and restrictions related to your redeemable convertible preferred stock, as the
sole justification for the increase in fair value from $10.02 per share at September 30, 2013 to the midpoint of your estimated IPO price range. Please explain to us why you assumed an IPO probability of only 50% at September 30, 2013.

 Response:

The Company estimated the 50% probability of an initial public offering (“IPO”) at September 30, 2013 based on the
following considerations:

•

The IPO process had not progressed to the point the Company was ready to do its first public filing of a registration statement.

•

The Company did not have a lead underwriter on September 30, 2013. The Company did not initiate formal discussions with the lead underwriter on its proposed offering until September 27, 2013. The lead
underwriter did not agree to participate in the filing until October 3, 2013.

•

It was uncertain whether the Company’s initial public offering would be completed.

•

As disclosed in the Amended Registration Statement, the senior preferred stockholders have rights to purchase additional shares in the Company at $8.00 per share unless the Company goes public. In addition, the senior
preferred stockholders must approve any IPO if the proceeds are either below $35 million or above $40 million, or in the event the offering price is less than $12 per share. This is a very narrow window and we did not have any assurance that these
approvals would be forthcoming. Accordingly, based on their ownership and the above limitations, the senior preferred stockholders could vote to block an IPO in order to potentially benefit from the $8.00 per share price and preserve their
preferences, such as those with respect to dividends and liquidation preferences.

•

Similarly, pursuant to certain negative covenants in the junior preferred stock purchase agreement, the consent of the majority investors in the junior preferred stock is required to consummate an IPO. As of
September 30, 2013, the holders of a majority of the junior preferred stock had not agreed to consent to the IPO. Indeed, at that time, their representatives had communicated to the Company an unwillingness to support the IPO unless market
conditions improved and a suitable lead underwriter, who would determine the appropriate timing of the IPO, agreed to participate.

•

 Market windows for life sciences companies can close rapidly without advance notice; this concern was compounded by several significant events that
were affecting the markets around

 U.S. Securities and Exchange Commission

November 1, 2013

  Page
 5

 CONFIDENTIAL TREATMENT REQUESTED

BY VITAL THERAPIES, INC.

VTL-002

September 30, 2013 including (i) the U.S. was threatening to bomb Syria; (ii) the U.S. government shutdown was expected to, and did start, October 1, 2013 for an unknown
duration; and (iii) there were questions about whether Congress would raise the debt ceiling by mid-October so the U.S. could pay its debt and expenses.

The Company respectfully submits that in light of the considerations set forth above, the Company’s utilization of an estimated 50%
probability of an IPO at September 30, 2013 was appropriate.

3.
Please update the filing for all equity issuances prior to going effective, including the future purchase rights. Disclose the fair value assessment of your common stock in September 2013 as well as the methodology
and assumptions used to determine the fair value. Confirm that you will include the discussion of why the fair value changed from the last grant date to the IPO price as revised for the above comment.

Response:

 All equity
issuances are included in the Amended Registration Statement. The only issuances in September 2013 was the grant of stock options for 262,190 shares of common stock with an exercise price of $10.50 per share as disclosed on page 52 of the Amended
Registration Statement. No additional grants of options or other equity issuances are expected to be made prior to the completion of the offering.

The fair value assessment for the common stock and the assumptions for the September 3, 2013 and September 30, 2013 valuations are
disclosed on page 55 of the Amended Registration Statement. The methodology used is disclosed on page 54 of the Amended Registration Statement.

4.
Please tell us and disclose the vesting period for the options granted.

Response:

 As disclosed
in Note 9 on page F-31 of the Amended Registration Statement, the option grants generally have a ten-year term and vest over four years, as is the case for the options granted in September 2013.

5.
We will further evaluate your accounting for stock compensation and related disclosures, once you have finalized an estimated offering price range and disclosed this information in a subsequent amendment to your
Registration Statement.

 Response:

 U.S. Securities and Exchange Commission

November 1, 2013

  Page
 6

 CONFIDENTIAL TREATMENT REQUESTED

BY VITAL THERAPIES, INC.

VTL-002

 The Company acknowledges the Staff will further evaluate our accounting for stock
compensation and related disclosures once the estimated offering price range is finalized and disclosed in an amended registration statement.

 Notes to
Consolidated Financial Statements

 7. Redeemable Convertible Preferred Stock, page F-24

6.
Your response does not address our comment two in our letter, dated October 24, 2013. As previously requested, please provide us the following explanations regarding the information in your response and your
disclosure on page F-28:

•

Explain the basis for granting future purchase rights to investors in the senior preferred stock financings. In particular, explain why the number of future purchase rights granted on page F-28 does not equal
the number of senior redeemable convertible preferred shares issued on page F-27.

•

Explain the relationship between the common stock value for the future purchase rights granted on September 25, 2012 of $2.30 per share, as disclosed on page F28, and the common stock fair value of $1.17
per share, as disclosed on page 52.

 In addition, your disclosure appears to indicate that this table relates only to
future purchase rights. However, the beneficial conversion amount of $306,000 for June 2013 includes $264,000 related to options granted to certain directors. Please revise your disclosure to clarify that the table includes the beneficial conversion
amount for the options.

 Response:

Please see our response letter filed October 30, 2013 which addresses this comment.

****

 U.S. Securities and Exchange Commission

November 1, 2013

  Page
 7

 CONFIDENTIAL TREATMENT REQUESTED

BY VITAL THERAPIES, INC.

VTL-002

 Please direct any questions or comments regarding the contents of this letter to me at
(858) 350-2364 or Martin J. Waters at (858) 350-2308. Thank you for your assistance.

 Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

 Professional Corporation

 /s/ Anthony G. Mauriello

 Anthony G. Mauriello

 Enclosures

cc:
Terence E. Winters, Ph.D., Vital Therapies, Inc.

 Duane Nash, Vital Therapies, Inc.

Michael V. Swanson, Vital Therapies, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

William Molloie, PricewaterhouseCoopers LLP

CORRESP
1
filename1.htm

CORRESP

 12235 El Camino Real, Suite 200

San Diego, CA 92130-3002

PHONE 858.350.2300

 FAX
858.350.2399

 www.wsgr.com

 October 30, 2013

VIA EDGAR AND OVERNIGHT DELIVERY

 Jeffrey P.
Riedler

 Assistant Director

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
St NE

 Mail Stop 3030

 Washington, D.C. 20549

Re:
Vital Therapies, Inc.

 Registration Statement on Form S-1

Filed on October 11, 2013

File No. 333-191711

 Dear
Mr. Riedler:

 This letter responds to the letter of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated October 24, 2013, to Terence E. Winters, Ph.D., Co-Chairman of the Board and Chief Executive Officer of Vital Therapies, Inc. (the “Company”) regarding the Registration
Statement on Form S-1, File No. 333-191711 (the “Registration Statement”), filed by the Company on October 11, 2013.

This letter sets forth the comments of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each
comment, sets forth the Company’s response. Simultaneously with the filing of this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-1 (the “Amended Registration Statement”),
responding to the Staff’s comments and amending the Registration Statement. We are enclosing a copy of the Amended Registration Statement, together with a copy that is marked to show the changes from the Registration Statement.

Critical Accounting Policies and Significant Judgments and Estimates Stock-based Compensation, page 50

1.
Please refer to prior comment 1. We are deferring a final evaluation of stock compensation and other costs until your estimated offering price is specified. We may have further comments in this regard, when the
amendment containing this information is filed. In your response, please update your confirmation that no new equity issuances, including future purchase rights, options and convertible preferred stock, have been issued subsequent to the latest
balance sheet date.

 Response: The Company respectfully acknowledges the Staff’s comment. The Company
submitted a supplemental letter to the Staff on October 25, 2013, for which confidential treatment was sought, addressing the estimated range of the initial public offering price.

AUSTIN    BEIJING    BRUSSELS    GEORGETOWN, DE    HONG
KONG    LOS ANGELES    NEW YORK

 PALO ALTO    SAN
DIEGO    SAN FRANCISCO    SEATTLE    SHANGHAI    WASHINGTON, DC

 Securities and Exchange Commission

October 30, 2013

  Page
 2

 Notes to the Financial Statements 7. Redeemable Convertible Preferred Stock Future Purchase Rights, page
F-28

2.
Please refer to prior comment 2. Please provide us the following explanations regarding the information in your response and your disclosure on page F-28.

•

Explain the basis for granting future purchase rights to investors in the senior preferred stock financings. In particular, explain why the number of future purchase rights granted on page F-28 does not equal
the number of senior redeemable convertible preferred shares issued on page F-27.

•

Explain the relationship between the common stock value for the future purchase rights granted on September 25, 2012 of $2.30 per share, as disclosed on page F-28, and the common stock fair value of $1.17
per share, as disclosed on page 52.

 In addition, your disclosure appears to indicate that this table relates only to
future purchase rights. However, the beneficial conversion amount of $306,000 for June 2013 includes $264,000 related to options granted to certain directors. Please revise your disclosure to clarify that the table includes the beneficial conversion
amount for the options.

 Response: The following explanations are provided regarding the referenced disclosures on page F-28:

•

The number of future purchase rights granted does not equal the number of senior redeemable preferred shares (the “Preferred Shares”) as the rights are only granted to the new investors purchasing
shares in each tranche, while the number of Preferred Shares issued includes both new and existing investors, which disclosure is provided on F-28 where we state that “….we estimated the fair value of the future purchase rights for the
shares issued to new investors….”. Accordingly, any Preferred Shares purchased by existing investors or as a result of existing rights are not granted future stock purchase rights as a result of such purchase. Please note that all
issuances, other than the February 28, 2013 purchase, included existing investors. We have added disclosure to highlight that the stock purchase rights only go to new investors on page F-28.

•

The difference between the common stock value for the future purchase rights granted on September 25, 2012 of $2.30 per share and the common stock fair value of $1.17 resulting from our December 31, 2012
valuation analysis was primarily due to dilution from the issuance of shares of our redeemable convertible senior preferred stock during the fourth quarter of 2012, which is consistent with our discussion on page 58 where we state that “The
decrease in the estimated fair value was primarily the result of an increase in the number of shares of senior preferred stock outstanding during the fourth quarter of 2012 relative to our enterprise value, which resulted in a reduction in the per
share fair value of both our common and senior preferred stock and the underlying future purchase rights at December 31, 2012 as compared to the date of issuance of the preferred shares and the underlying future purchase rights.”

 In regard to the table and the beneficial conversion amount, we have updated the disclosure to reflect the inclusion of the
beneficial conversion amount associated with the stock options in the Amended Registration Statement. Specifically, we have updated the introduction to the table to read:

“The following table summarizes the number of future purchase rights granted, the fair value of such rights at issuance, the fair value
of our common stock used in determining such value, and beneficial conversion amounts that were recorded in connection with certain purchases of preferred stock under the Senior Preferred Stock Purchase Agreement and the related stock options
granted to certain members of our board of directors (in thousands except share, rights and rights amounts).”

 * * *

 Securities and Exchange Commission

October 30, 2013

  Page
 3

 If you require any additional information on these issues, or if we can provide you with any
other information that will facilitate your continued review of this submission, please advise us at your earliest convenience. You may reach me at (858) 350-2364 or Martin J. Waters at (858) 350-2308.

Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

 /s/ Anthony G. Mauriello

Anthony G. Mauriello

cc:
Terence E. Winters, Ph.D., Vital Therapies, Inc.

 Duane Nash, Vital Therapies, Inc.

Michael V. Swanson, Vital Therapies, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

William Molloie, PricewaterhouseCoopers LLP

CORRESP
1
filename1.htm

Confidential Letter

 FOIA Confidential Treatment Requested Pursuant to 17 C.F.R. §200.83

The entity requesting confidential treatment is:

 Vital
Therapies, Inc.

 15010 Avenue of Science, Suite 200

San Diego, CA 92128

 Attn: Terence E. Winters, Ph.D.

 Co-Chairman of the Board & Chief Executive Officer

Telephone (858) 673-6840

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[CONFIDENTIAL ***].”

October 25, 2013

 VIA EDGAR AND
OVERNIGHT DELIVERY

 Jeffrey P. Riedler

 Assistant
Director

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street NE

Mail Stop 3030

 Washington, D.C. 20549

Re:
Vital Therapies, Inc.

Registration Statement on Form S-1

File No. 333-191711

 Dear Mr. Riedler:

On behalf of Vital Therapies, Inc. (“Vital Therapies”, the “Company” or “Registrant”), we
respectfully submit this supplemental letter in further response to Comment No. 22 from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) in its letter, dated
August 19, 2013 (the “Comment Letter”) relating to the Confidential Draft Registration Statement on Form S-1 originally submitted by the Company to the Commission on July 22, 2013 and as revised and publicly filed on
October 11, 2013 (as revised, 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 of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R.
§ 200.83 and the Freedom of Information Act.

 U.S. Securities and Exchange Commission

 October
25, 2013

  Page
 2

 CONFIDENTIAL TREATMENT REQUESTED

BY VITAL THERAPIES, INC.

VTL-001

 Registrant supplementally advises the Staff on a confidential basis that Registrant currently
anticipates that the price range for this offering will be approximately $[CONFIDENTIAL ***] to $[CONFIDENTIAL ***] per share. This indicative price range is based on a number of factors, including existing conditions in the public
capital markets; Registrant’s prospects, and the history of and prospects for the Company’s industry; recent market prices of, and the demand for, publicly-traded common stock of generally comparable companies; and preliminary discussions
with the underwriters regarding potential valuations of the Company.

 As is typical in initial public offerings, the anticipated price
range was not derived using a formal determination of fair value of Registrant’s common stock, but was determined based in part on evolving discussions between Registrant and its underwriters during the period since filing the Registration
Statement. Factors impacting such price range have included: progress in developing Registrant’s product candidate, including clinical results from Registrant’s past clinical trials; the general condition of the securities markets and, in
particular, the receptivity of the public market for comparable pre-commercial life sciences companies; anticipated demand for Registrant’s common stock in an initial public offering; and initial public offering valuations achieved recently by
comparable pre-commercial life sciences companies.

 The following table summarizes Registrant’s equity issuances, including options,
preferred stock and stock purchase rights from September 2012 through September 2013. There have been no equity issuances to date in October 2013.

Grant/Issuance date

 Number of shares
underlying

grant/shares issued

Exercise or
purchase price

 Option Grant

 September 26, 2012

1,535,463

$
8.00

 December 7, 2012

87,448

$
8.00

 March 4, 2013

121,854

$
8.00

 May 13, 2013

262,343

$
8.00

 June 30, 2013

133,222

$
8.00

 July 15, 2013

50,175

$
8.00

 September 9, 2013

187,190

$
10.50

 September 18, 2013

75,000

$
10.50

 Senior Preferred Stock*

 September 25, 2012

2,018,199

$
8.00

 October 29, 2012

1,500,000

$
8.00

 February 28, 2013

305,571

$
8.00

 April 30, 2013

158,150

$
8.00

 June 26, 2013

3,830,050

$
8.00

*
Purchases and pricing pursuant to the Senior Preferred Purchase Agreement dated September 25, 2012, as amended, including future stock purchase rights

 U.S. Securities and Exchange Commission

 October
25, 2013

  Page
 3

 CONFIDENTIAL TREATMENT REQUESTED

BY VITAL THERAPIES, INC.

VTL-001

 The Registration Statement includes information on the determination of the fair value of
Registrant’s common stock and the basis for measuring stock-based compensation for periods prior to September 1, 2013 on pages 50 to 55 of the Registration Statement. Other than the option grants on September 9, 2013 and
September 18, 2013 (the “September 2013 Options”), all of the equity issuances and the related valuation discussions are included in the Registration Statement.

The September 9, 2013 option grants were made to certain new employees and consultants, and the September 18, 2013 option
grant was made to a new member of the Company’s board of directors. The Company’s board of director’s (the “Board”) determined the fair value of the common stock to be $9.94 as of September 3, 2013 and set the
exercise price for the September 2013 Options at $10.50 per share. Registrant will include disclosures regarding the determination of the fair value of Registrant’s common stock as of September 3, 2013 and September 30, 2013 in an
amendment to the Registration Statement expected to be filed on or before November 1, 2013 (“Amendment No.1”). The disclosures to be included in Amendment No. 1 regarding the September 2013 Options are attached hereto as
Exhibit A.

 Registrant notes that all options included in the table above were granted with exercise prices above the
Board’s determination of the fair value of Registrant’s common stock. Registrant believes the determinations of fair value during the period from September 1, 2012 through September 30, 2013 reflect a trend consistent with the
anticipated price range of $[CONFIDENTIAL ***] to $[CONFIDENTIAL ***] per share (the “Offering Price”) in a public offering. The $[CONFIDENTIAL ***] to $[CONFIDENTIAL ***] per share price range reflects a
number of factors that cannot be assumed with certainty in the prior valuations including:

•

Assumes 100% Probability of a Public Offering. The Offering Price assumes a successful public offering, eliminating the risk that a public offering is delayed or never completed due to a multitude of possible
factors, including the Company’s progress with its clinical trials, market conditions and outside economic and world events. It also reflects a higher probability of future access to public markets if needed.

•

Enhanced Liquidity and Marketability of Registrant’s Stock. A successful public offering provides liquidity at a level not available to a private company.

•

Conversion of Preferred Stock. Registrant’s preferred stock is converted to common stock on a successful public offering, eliminating the substantial economic rights and preferences the preferred stock has
over the common stock.

•

Funding Restrictions Related to Preferred Stock and Preferred Stock Purchase Rights. A successful public offering (i) eliminates restrictions that the preferred stockholders hold on future private equity
financings and (ii) the preferred stock purchase rights, which allow the holders of the rights to purchase additional preferred stock at $8.00 per share, are also eliminated. Exercise of the stock purchase rights would result in significant
dilution in the value of Registrant’s common stock.

 U.S. Securities and Exchange Commission

 October
25, 2013

  Page
 4

 CONFIDENTIAL TREATMENT REQUESTED

BY VITAL THERAPIES, INC.

VTL-001

 As stated above, the Company believes the exercise prices for the options shown in the table exceed the fair
value of common stock at the date of grant and, considering the factors noted hereon among others, that such fair values of Registrant’s common stock reflect a trend consistent with the proposed Offering Price.

The Company and the underwriters are currently preparing to begin the road show for the offering on or about [CONFIDENTIAL ***], 2013.
To the extent it is feasible, we would appreciate the Staff’s efforts to provide any further comments as soon as possible.

 ****

Please direct any questions or comments regarding the contents of this letter to me at (858) 350-2364 or Martin J. Waters at
(858) 350-2308. Thank you for your assistance.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Anthony G. Mauriello

Anthony G. Mauriello

 Enclosures

cc:
Terence E. Winters, Ph.D., Vital Therapies, Inc.

 Duane Nash, Vital Therapies, Inc.

Michael V. Swanson, Vital Therapies, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

William Molloie, PricewaterhouseCoopers LLP

 U.S. Securities and Exchange Commission

 October
25, 2013

  Page
 5

 CONFIDENTIAL TREATMENT REQUESTED

BY VITAL THERAPIES, INC.

VTL-001

 Exhibit A

Proposed S-1 Disclosure

 September
2013 Grants

 On September 9, 2013 and September 18, 2013, our board of directors granted common stock options with an exercise price of
$10.50 per share. In setting the exercise price, the board of directors considered a valuation analysis prepared as of September 3, 2013, reflecting a fair market value of our common stock of $9.94 per share; however, the board of directors
elected to set the exercise price of the stock options granted above the fair market value of the common stock. In addition, the board of directors determined no internal or external value generating events had taken place from September 4,
2013 through September 18, 2013 that would have impacted the assumptions utilized in the September 3, 2013 valuation analysis.

September 3, 2013 Valuation Analysis

 Our analysis
considered the following probability-weighted scenarios:

 Scenario Weight

IPO by November 15, 2013

50%

Sale by November 15, 2013

10%

Private company

25%

Dissolution

15%

 A 7% discount for lack of marketability was applied for common stockholders. The resulting implied fair value of $9.94 per
share was utilized to determine the BSM fair value for the purpose of calculating stock-based compensation expense related to the options granted in September 2013 at an exercise price of $10.50 per share.

The fair value of our common stock increased from June 30, 2013, primarily due to the increased likelihood of an IPO scenario as a result of progress
made toward a public offering. In addition, we decreased our discount for a lack of marketability reflecting a decrease in the expected time to liquidity.

September 30, 2013 Valuation Analysis

 Our analysis
considered the following probability-weighted scenarios:

 Scenario Weight

IPO by November 15, 2013

50
%

Sale by November 15, 2013

10
%

Private company

25
%

Dissolution

15
%

 A 6% discount for lack of marketability was applied for common stockholders, which resulted in an implied fair value of $10.02
per share. This increase in fair value of our common stock from September 3, 2013, was associated with a slight decrease in our discount for lack of marketability reflecting a decrease in the expected time to liquidity. There were no changes to
our probability-weighted scenarios as no significant changes occurred from our September 3, 2013 valuation analysis.

Octo ber 24, 2013

Via E -Mail
Terrence E. Winters, Ph.D.
Co-Chairman of the Board &
Chief Executive Officer
Vital Therapies, Inc.
15010 Avenue of Science, Suite 200
San Diego, CA 92128

Re: Vital Therapies, Inc.
Registration Statement on Form S -1
Filed October 11, 2013
  File No. 333 -191711

Dear Dr. Winters :

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.

Critical Accounting Policies and Significant Judgments and Estimates
Stock -based Compensation, page 50

1. Please refer to prior comment 1. We are deferring a final evaluation of stock
compensat ion and other costs until your estimated offering price is specified. We may
have further comments in this regard, when the amendment containing this information is
filed.  In your response, please update your confirmation that no new equity issuances,
including future purchase rights, options and convertible preferred stock, have been
issued subsequent to the latest balance sheet date.

Terrence E. Winters, Ph.D.
Vital Therapies, Inc.
October 24, 2013
Page 2

 Notes to the Financial Statements
7. Redeemable Convertible Preferred Stock
Future Purchase Rights, page F -25

2. Please  refer to prior comment 2. Please provide us the following explanations regarding
the information in your response and your disclosure on page F -28.

 Explain the basis for granting future purchase rights to investors in the senior
preferred stock financings. In particular, explain why the number of future
purchase rights granted on page F -28 does not equal the number of senior
redeemable convertible preferred shares issued on page F -27.
 Explain the relationship between the common stock value for th e future purchase
rights granted on September 25, 2012 of $2.30 per share, as disclosed on page F -
28, and the common stock fair value of $1.17 per share, as disclosed on page 52.

In addition, your disclosure appears to indicate that this table relates on ly to future
purchase rights. However, the beneficial conversion amount of $306,000 for June 2013
includes $264,000 related to options granted to certain directors. Please revise your
disclosure to clarify that the table includes the beneficial conversion amount for the
options.

Please note that we are deferring a final evaluation of the future purchase rights and other
costs until your estimated offering price is specified.

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

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement f rom the company
acknowledging that:

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

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

Terrence E. Winters, Ph.D.
Vital Therapies, Inc.
October 24, 2013
Page 3

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

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

You may con tact Franklin Wyman at (202) 551-3660  or Mary Mast at (202) 551-3613  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Christina De Rosa at (202 ) 551 -3577, Bryan Pitko at (202)  551-3203,  or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director
cc:  Via E -Mail
 Martin J. Waters
 Wilson Sonsini Goodrich & Rosati,
 Professional Corporation
 12235 El Camino Real,  Suite 200
San Diego, CA 92130 -3002

CORRESP
1
filename1.htm

Response Letter

 October 11, 2013

Jeffrey P. Riedler

 Assistant Director

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F St NE

 Mail Stop 3030

Washington, D.C. 20549

Re:
Vital Therapies, Inc.

Draft Registration Statement on Form S-1

Submitted August 30, 2013

CIK No. 0001280776

 Dear Mr. Riedler:

This letter responds to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), dated September 12, 2013, to Terence E. Winters, Ph.D., Co-Chairman of the Board and Chief Executive Officer of Vital Therapies, Inc. (the “Company”) regarding the confidential draft Registration
Statement on Form S-1, CIK No. 0001280776 (the “Confidential Registration Statement”), submitted by the Company on August 30, 2013.

This letter sets forth the comments of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each
comment, sets forth the Company’s response. Simultaneously with the filing of this letter, the Company is submitting via EDGAR a Registration Statement on Form S-1 (the “Registration Statement”), responding to the Staff’s
comments and updating the Confidential Registration Statement. We are enclosing a copy of the Registration Statement, together with a copy that is marked to show the changes from the Confidential Registration Statement.

Critical Accounting Policies and Significant Judgments and Estimates Stock-based Compensation

1. Refer to your response to comment 22, including your new disclosure on page F-26. We are deferring a final evaluation of stock
compensation and other costs until your estimated offering price is specified. We may have further comments in this regard, when the amendment containing this information is filed. In your response, please confirm that no new equity issuances,
including future purchase rights, options, convertible preferred stock, etc., have been issued subsequent to the balance sheet date.

Response: The Company respectfully acknowledges the Staff’s comment. The Company confirms that no new equity issuances, including
future purchase rights, options or convertible preferred stock have been issued subsequent to the balance sheet date, other than options that have been granted and are disclosed in the Registration Statement.

Notes to the Financial Statements 7. Redeemable Convertible Preferred Stock Future Purchase Rights, page F-25

2. For each issuance of future purchase rights, please disclose the number of future purchase rights issued, the fair value recorded, the
fair value of the common stock assumed in the calculation, and any beneficial conversion feature recorded in connection with the issuance. Also, for each beneficial conversion feature recorded, provide us with a calculation. In addition, on page 45,
you assert that a gain or loss on future purchase rights liabilities depends in part upon fluctuations in the fair value of your common stock. Please explain how the gain of $3.1 million recognized in 2012 and loss of $3.5 million recognized in
2013, as disclosed on page F-22, are consistent with this assertion, particularly considering the fluctuations in the fair value of your common stock, as disclosed on page 48. Please note that we are deferring a final evaluation of the future
purchase rights and other costs until your estimated offering price is specified.

 Response: The Company has added a table to
Note 7 on page F-28 of the Registration Statement that includes a summary of the future purchase rights granted, the fair value of the rights at issuance, the fair value of the common stock at such dates, and the beneficial conversion amounts
recorded in connection with the Company’s preferred stock issuances. The table below summarizes the calculations used for each of the beneficial conversion amounts recorded. The June 2013 financing includes both the beneficial conversion amount
calculations associated with the future purchase rights and with the options granted to directors.

September 2012
Purchase
Rights

February 2013
Purchase
Rights

April 2013
Purchase
Rights

June 2013

Purchase
Rights

Options

Total

 Preferred Share price

$
8.00

$
8.00

$
8.00

$
8.00

$
8.00

Future Purchase Right Value / Aggregate Option Allocated Value

$
1.54

$
2.20

$
2.20

$
1.81

$
4.22

 Preferred Share Allocated Value

$
6.46

$
5.80

$
5.80

$
6.19

$
3.78

 Common Stock Value

$
2.30

$
6.85

$
6.82

$
6.82

$
6.82

 Beneficial Conversion per Share

—

$
1.05

$
1.02

$
0.63

$
3.04

 Number of Preferred Shares / Options

—

305,571

46,251

66,250

86,917

 Beneficial Conversion Value (in thousands):

—

$
320

$
47

$
42

$
264

$
306

 We have expanded our disclosures in Management’s Discussion and Analysis of Financial Position and
Results of Operations under Financial Operations Review – Other Income (Expense) on page 48, Critical Accounting Policies and Significant Judgments and Estimates – Future Purchase Rights Liabilities on page 49, and Summary
of Significant Accounting Policies – Future Purchase Rights Liabilities on page F-14 to clarify that the common stock is only one of several variables affecting the fair value of the future stock purchase rights.

We have also expanded the disclosures in Management’s Discussion and Analysis of Financial Position and Results of Operations –
Results of Operations under Comparison of Six Months Ended June 31, 2012 and 2013 on page 55 and Comparison of Years Ended December 31, 2011 and 2012 on page 56 to explain the principal variables resulting in the $3.5 million
loss recorded in the six month period ended June 30, 2013 and in the recognition of the $3.1 million gain in 2012, respectively.

 The
Company acknowledges the Staff’s deferral on commenting on the final evaluation of the future purchase rights and other costs until the Company’s estimated offering price is specified in its registration statement.

*  *  *

 1

 If you require any additional information on these issues, or if we can provide you with any
other information that will facilitate your continued review of this submission, please advise us at your earliest convenience. You may reach me at (858) 350-2364 or Martin J. Waters at (858) 350-2308.

Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

 /s/ Anthony G. Mauriello

Anthony G. Mauriello

cc:
Terence E. Winters, Ph.D., Vital Therapies, Inc.

Duane Nash, Vital Therapies, Inc.

Michael V. Swanson, Vital Therapies, Inc.

Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

William Molloie, PricewaterhouseCoopers LLP

 2

September 12, 2013

Via E -Mail
Terrence E. Winters, Ph.D.
Co-Chairman of the Board &
Chief Executive Officer
Vital Therapies, Inc.
15222 Avenue of Science, Suite B
San Diego, CA 92128

Re: Vital Therapies, Inc.
Revised Draft Registration Statement on Form S -1
Submitted August 30 , 2013
  CIK No. 0001280776

Dear D r. Winters:

We have reviewed your amended 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.

Critical Accounting Policies and Significant Judgments and Estimates
Stock -based Compensation, page 46

1. Refer to your response to comment 22, including your new disclosure on page F -26.  We
are deferring a final evaluation of stock compensation and other costs until your
estimated offering price is specified. We may have further comments in this regard, when
the amendment containi ng this information is filed.  In your response, please confirm that
no new equity issuances, including future purchase rights, options, convertible preferred
stock, etc., have been issued subsequent to the balance sheet date.

Terrence E. Winters
Vital Therapies, Inc.
September 12, 2013
Page 2

 Notes to the Financial St atements
7. Redeemable Convertible Preferred Stock
Future Purchase Rights, page F -25

2. For each issuance of future purchase rights, please disclose the number of future purchase
rights issued, the fair value recorded, the fair value of the common stock assumed in the
calculation, and any beneficial conversion feature recorded in connection w ith the
issuance.  Also, for each beneficial conversion feature recorded, provide us with a
calculation. In addition, on page 45, you assert that a gain or loss on future purchase
rights liabilities depends in part upon fluctuations in the fair value of yo ur common stock.
Please explain how the gain of $3.1 million recognized in 2012 and loss of $3.5 million
recognized in 2013, as disclosed on page F -22, are consistent with this assertion,
particularly considering the fluctuations in the fair value of your common stock, as
disclosed on page 48.  Please note that we are deferring a final evaluation of the future
purchase rights and other costs until your estimated offering price is specified.

General

If you intend to respond to these comments with an amende d draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11 , 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfili ngprocedures101512.htm .

You may contact Franklin Wyman at (202) 551 -3660 or Mary Mast at (202) 551 -3613 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Christina De Rosa at (202) 551 -3577 , Bryan Pitko at (202) 551 -3203  or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director
cc:  Via E -Mail
 Martin J. Waters
 Wilson Sonsini Goodrich & Rosati,
 Professional Corporation
 12235 El  Camino Real, Suite 200
San Diego, CA 92130 -3002

August 19, 2013

Via E -Mail
Terrence E. Winters, Ph.D.
Co-Chairman of the Board &
Chief Executive Officer
Vital Therapies, Inc.
15222 Avenue of Science, Suite B
San Diego, CA 92128

Re: Vital Therapies, Inc.
Draft Registration Statement on Form S -1
Submitt ed July 22, 2013
  CIK No. 0001280776

Dear Dr. Winters:

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 disclosur e.

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 circ umstances 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.

General

1. Please note that where we provide examples to illustrate what we mean by our comments,
they are examples and not complete lists.   If our comments are applicable to portions of
the filing that we have not cited as exam ples, please make the appropriate changes in
accordance with our comments.

2. Please submit all exhibits as soon as practicable. We may have further comments  upon
examination of these exhibits .

3. Please confirm that the images included in your draft registrat ion statement are all of the
graphic, visual or photographic information you will be including. If you intend to use

Terrence E. Winters
Vital Therapies, Inc.
August 19, 2013
Page 2

 any additional images, please provide us proofs of such materials. Please note that we
may have comments regarding this material.

4. Please s upplementally 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. Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a)  of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.
5. Please update your filing with financial statements for the quarterly period ended June 30,
2013 as required by Rule 3 -12 of Reg ulation S -X.

Prospectus Summary, page 2

6. At your first reference, please explain what “immortal C3A cells” are and why cell
immortality is important to the development and use of ELAD.

Risk Factors
“Ethical considerations require us to conduct open -label  clinical trials…,” page 14

7. Please revise your disclosure to further discuss the specific modifications you have made
to your clinical trials to address the FDA’s concern with respect to the open -label nature
of your studies.

“The regulatory approval p rocesses of foreign regulatory authorities are lengthy…, ” page 16

8. Please identify the countries outside of the United States in which you intend to seek
regulatory approval for the marketing of ELAD.

 “We rely on third party suppliers, and in some instances, a single third party supplier…,” page
18

9. We note your disclosure that you rely on single -source supplied for critical components
of ELAD.   Please identify the specific suppliers of the critical components upon which
you are reliant.  In addition, to the extent that you are substantially dependent on these
relationships, please file any underlying agreement with these parties as an exhibit to
your registration statement.

Terrence E. Winters
Vital Therapies, Inc.
August 19, 2013
Page 3

 “We could lose our valuable employees and thereby lose our advantage…” page 2 1

10. Please identify any individuals, other than your executive officers, that you consider “key
employees.”

“Our patent rights may prove to be an inadequate barrier to competition.” Page 24

11. We note that you “hold a granted patent in the United States and elsewhere…” Please
expand your disclosure to specify the intellectual property covered by the patent and the
type of protection provided.   Please also disclose the jurisdictions, other than the United
States in which you hold material patents with respect  to ELAD therapy.  Likewise,
please disclose the “certain other jurisdictions” that are reviewing this patent.  Please
make corresponding changes where you discuss your patent portfolio in “Business” on
pages 57 and 69.

“We do not hold any patents coverin g our C3A cells…” page 25

12. Please indicate whether you have pursued patent protection for you production process in
relation to the growth of C4A cells in ELAD cartridges , and if not, why you have not
sought such protection .  Please also indicate the exten t to which the public availability of
C3A lines impacts your ability to protect your intellectual property with respect to your
proprietary p roduction processes.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
41
Overview, page 41

13. You state that you “have made significant improvements in the ELAD bedside unit and
proprietary cartridge cell growth production process.” Please expand your disclosure to
describe the significant improvements referred to in that sta tement.

14. You state on page 1 that you are initiating three Phase 3 trials for VTI 208, VTI 210  and
VTI 212.  Please disclose the costs incurred during each period presented and to date for
each product.

Business, page 56

15. We note your statement that d ata from Phase 1 and Phase 2 clinical trials showed a trend
indicating that ELAD may increase survival rates.  We also note your statements
elsewhere in the prospectus that the FDA has stated there are insufficient preclinical and
clinical data to determin e whether ELAD has the potential to provide a clinically
meaningful improvement in liver function and that the FDA has expressed its view that
preliminary clinical evidence, at this time, does not indicate that ELAD may demonstrate
a substantial improvemen t over standard -of-care.  Please revise your disclosure to

Terrence E. Winters
Vital Therapies, Inc.
August 19, 2013
Page 4

 indicate how your clinical trials for ELAD are impacted by the FDA’s concerns and how
you seek to address these concerns.

16. Please define the terms “predefined logrank analytical technique” and “W ilcoxon
analytical technique” as used in this discussion.

17. We note that you believe that you “can price ELAD in a range consistent with other
currently marketed life saving therapies.” Please expand your disclosure to include
examples of the life saving therapies to which you refer.

Clinical Experience with ELAD in Acute Liver Failure, page 62

18. For each clinical trial in which patients su ffered serious adverse events , please identify
the specific adverse event and the number of patients impacted.

19. Please revise your disclosure with respect to the VTI -208 study to highlight that the FDA
has expressed concern that the VTI -208 study may not be adequately designed to provide
convincing evidence of efficacy if there are significant differences in how ELAD p atients
and controls are treated during the treatment period and after hospital discharge.

Description of Capital Stock, page 101
Common Stock —Voting, page 101

20. Please expand your description of your common stock to specify the vote required by
security h olders to take acti on, as required by Item 202(a)(1)(v) of Regulation S -K.

Shares Eligible for Future Sale, page 106
Lock -Up Agreements, page 106

21. Please file a form of the lock -up agreement as an exhibit to your registration statement .

Critical Accounti ng Policies and Significant Judgments and Estimates
Share -Based Compensation, page 44

22. Since you have not disclosed an estimated offering price we are deferring a final
evaluation of stock compensation and other costs recognized until the estimated offerin g
price is specified.  We may have further comments in this regard when the amendment
containing that information is filed.

 Please provide in your filing, containing the IPO price range, a discussion of each
significant factor contributing to the differ ence between the fair value as of the date of
each grant and the estimated IPO price range. Reconcile and explain the differences
between the mid -point of your estimated offering price range and the fair values
included in your analysis.

Terrence E. Winters
Vital Therapies, Inc.
August 19, 2013
Page 5

  Please provide add itional disclosure through the date of effectiveness for all
additional equity issuances including stock options, warrants, convertible preferred
stock and debt, if any, since the latest balance sheet date.
 Please provide us an analysis of your conclusions  relating to any beneficial
conversion features that may or may not be required to be recorded in connection
with any recent convertible preferred stock issuances, including the May and June
2013 offerings.

23. Please revise to disclose how you determined the  enterprise value of the Company
including the assumptions used at each valuation date.

Consolidated Financial Statements
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, page
F-2
24. Please ask your auditors to revise the audit report to clarify that their audit report covers
the amounts shown in your consolidated statements of operations, consolidated
statements of cash flows and consolidated statements of comprehensive loss for the
period from January 1, 2009 through Dece mber 31, 2010, as this is a development stage
company.

Future Purchase Rights, page F -23
25. Please provide a reconciliation of the amounts shown on page F -23 to the amounts
presented in the consolidated balance sheets of $5.1 million at March 31, 2013 and $0 at
December 31, 2012.  In this regard, provide a roll forward of this liability from the initial
recognition date through the balance sheet date.

If you intend to respond to these comments with an amended draft registration statement ,
please submit it  and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11 , 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Please keep in mind tha t we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatme nt of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

Terrence E. Winters
Vital Therapies, Inc.
August 19, 2013
Page 6

 You may con tact Franklin Wym an at (202) 551-3660  or Mary Mast at (202) 551-3613  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Christina De Rosa at (202) 551 -3577, Bryan Pitko at (202) 551 -3203, or me at (202) 551 -
3715  with a ny other questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director
cc:  Via E -Mail
 Martin J. Waters
 Wilson Sonsini Goodrich & Rosati,
 Professional Corporation
 12235 El Camino Real, Suite 200
San Diego, CA 92130 -3002