SecProbe.io

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 Lexeo Therapeutics, Inc. 
 345 Park Avenue South, Floor 6 New
York, New York 10010 November 25, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Office of Life
Sciences Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549-3720 
 
 
 Re: 
 Lexeo Therapeutics, Inc. 
 Registration Statement on Form S-3 
 File No. 333-291269 
 Acceleration Request Requested Date:
November 26, 2025 Requested Time: 4:00 P.M. Eastern Time 
 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Lexeo Therapeutics, Inc. (the “ Company ”) hereby requests that the above-referenced Registration Statement on Form S-3 (File
 No. 333-291269) (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 of the Division of Corporation Finance of the Securities and Exchange 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 Megan J. Baier at (212) 497-7736. 
 

 

 

 
 Sincerely, 
 
 
 
 LEXEO THERAPEUTICS, INC. 
 
 
 
 /s/ Jenny R. Robertson 
 
 Jenny R. Robertson 
 
 Chief Legal Officer 
 
 
 
 cc: 
 R. Nolan Townsend 
 Lexeo Therapeutics, Inc. 
 Megan J. Baier David G. Sharon
 Wilson Sonsini Goodrich & Rosati, P.C.

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 Lexeo Therapeutics, Inc.
 345 Park Avenue South, Floor 6 New
York, New York 10010 June 27, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Office of Life
Sciences Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549-3720

 Re:
 Lexeo Therapeutics, Inc.
 Registration Statement on Form S-3
 File No. 333-288025
 Acceleration Request Requested Date:
June 30, 2025 Requested Time: 4:00 P.M. Eastern Time
 Ladies and Gentlemen: Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Lexeo Therapeutics, Inc. (the “ Company ”) hereby requests that the above-referenced Registration Statement on Form S-3 (File
 No. 333-288025) (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 of the Division of Corporation Finance of the Securities and Exchange 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 Megan J. Baier at (212) 497-7736.

 Sincerely,

 LEXEO THERAPEUTICS, INC.

 /s/ Jenny R. Robertson

 Jenny R. Robertson

 Chief Legal Officer

 cc:
 R. Nolan Townsend
 Lexeo Therapeutics, Inc.
 Megan J. Baier David G. Sharon
 Wilson Sonsini Goodrich & Rosati, P.C.

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 Wilson Sonsini Goodrich & Rosati Professional Corporation
 1301 Avenue of Americas New York,
NY 10019 O: 212.999.5800
 F: 650.493.6811
 June 26, 2025
 Via EDGAR & Secure File Transfer
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Life Sciences
 Washington, D.C. 20549

 Attention:

 Daniel Crawford

 Tim Buchmiller

 Re: 

 Lexeo Therapeutics, Inc.

 Registration Statement on Form S-3

 Filed June 13, 2025

 File No. 333-288025
 Ladies and Gentlemen:
 On behalf of our client, Lexeo Therapeutics, Inc. (the “ Company ”), we hereby submit this letter in response to
the comment from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) contained in its letter dated June 18, 2025, relating to the above referenced Registration Statement on Form
 S-3 (the “ Registration Statement ”). We are concurrently submitting via EDGAR this letter and Amendment No. 1 to the Registration Statement (“ Revised Registration
Statement ”). In this letter, we have recited the comment from the Staff in italicized, bold type and have
followed the comment with the Company’s response. AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG
KONG LONDON LOS ANGELES NEW YORK PALO ALTO SALT LAKE CITY SAN DIEGO SAN
FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE

 Securities and Exchange Commission
 June 26, 2025 Page
 2

 Registration Statement on Form S-3
 General

 1.
 In relation to the 20,840,394 shares of common stock underlying the Warrant Shares issued in the
Private Placement on May 28, 2025, please tell us your basis for registering the offering of these shares on a primary basis. In this regard, we note your disclosure on page 4 that the Warrant Shares were issued pursuant to Section 4(a)(2)
of the Securities Act, that each Selling Shareholder represented that they were an “accredited investor” as defined in Regulation D of the Securities Act, and that “[t]he Warrants are exercisable at any time,” such that the
Warrants are exercisable within one year. Please consider the rationale set out in Securities Act Sections C&DI Questions 103.04, 139.08 and 239.15.
 The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement to reflect the
registration of the offering of 41,630,514 shares of common stock only on a secondary basis. *****

 Securities and Exchange Commission
 June 26, 2025 Page
 3

 Please direct any questions regarding the Company’s response or the
Revised Registration Statement to me at (312) 636-2073 or mbaier@wsgr.com.

 Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

 Professional Corporation

 /s/ Megan J. Baier

 Megan J. Baier

 cc:
 R. Nolan Townsend, Lexeo Therapeutics, Inc.
 Jenny R. Robertson, Lexeo Therapeutics, Inc.
 David G. Sharon, Wilson Sonsini Goodrich & Rosati, Professional Corporation

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 18, 2025

R. Nolan Townsend
Chief Executive Officer
Lexeo Therapeutics, Inc.
345 Park Avenue South, Floor 6
New York, NY 10010

 Re: Lexeo Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed June 13, 2025
 File No. 333-288025
Dear R. Nolan Townsend:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3
General

1. In relation to the 20,840,394 shares of common stock underlying the
Warrant Shares
 issued in the Private Placement on May 28, 2025, please tell us your
basis for
 registering the offering of these shares on a primary basis. In this
regard, we note your
 disclosure on page 4 that the Warrant Shares were issued pursuant to
Section 4(a)(2)
 of the Securities Act, that each Selling Shareholder represented that
they were an
 "accredited investor" as defined in Regulation D of the Securities Act,
and that "[t]he
 Warrants are exercisable at any time," such that the Warrants are
exercisable within
 one year. Please consider the rationale set out in Securities Act
Sections C&DI
 Questions 103.04, 139.08 and 239.15.
 June 18, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at
202-551-3635
with any other questions.

 Sincerely,

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

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 Lexeo Therapeutics, Inc.

345 Park Avenue South, Floor 6

 New
York, New York 10010

 December 17, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Office of Life
Sciences

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3720

Re:
 Lexeo Therapeutics, Inc.

Registration Statement on Form S-3

File No. 333-283781

Acceleration Request

 Requested Date:
December 19, 2024

 Requested Time: 8:30 A.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Lexeo Therapeutics, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File
No. 333-283781) (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 of the Division of Corporation Finance of the Securities and Exchange 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 Megan J. Baier at (212) 497-7736.

Sincerely,

LEXEO THERAPEUTICS, INC.

 /s/ Jenny R. Robertson

Jenny R. Robertson

Chief Business and Legal Officer

cc:
 R. Nolan Townsend

Lexeo Therapeutics, Inc.

Megan J. Baier

 David G. Sharon

 Wilson Sonsini Goodrich & Rosati, P.C.

December 16, 2024
R. Nolan Townsend
Chief Executive Officer
Lexeo Therapeutics, Inc.
345 Park Avenue South, Floor 6
New York, NY, 10010
Re:Lexeo Therapeutics, Inc.
Registration Statement on Form S-3
Filed December 13, 2024
File No. 333-283781
Dear R. Nolan Townsend:
            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 Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Megan Baier

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 April 11, 2024

VIA EDGAR

 U.S. Securities and Exchange Commission

Office of Life Sciences

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-3720

Attn: Tamika Sheppard

Re:
 Lexeo Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-278566

Acceleration Request

 Requested Date:
April 12, 2024

 Requested Time: 4:30 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Lexeo Therapeutics, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File
No. 333-278566) (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 of the Division of Corporation Finance of the Securities and Exchange 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 Megan Baier at (312) 636-2073.

Sincerely,

LEXEO THERAPEUTICS, INC.

/s/ Jenny R. Robertson

Jenny R. Robertson

Chief Business and Legal Officer

cc:
 R. Nolan Townsend

Lexeo Therapeutics, Inc.

Megan J. Baier

 David G. Sharon

 Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
April 11, 2024
Jenny Robertson
Chief Legal and Business Officer
Lexeo Therapeutics, Inc.
345 Park Avenue South , Floor 6
New York , New York , 10010
Re:Lexeo Therapeutics, Inc.
Registration Statement on Form S-1
Filed April 9, 2024
File No. 333-278566
Dear Jenny Robertson:
            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 Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Megan Baier

United States securities and exchange commission logo
November 1, 2023
R. Nolan Townsend
Chief Executive Officer
Lexeo Therapeutics, Inc.
345 Park Avenue South, Floor 6
New York, NY 10010
Re:Lexeo Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 30, 2023
File No. 333-274777
Dear R. Nolan Townsend:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed October 30, 2023
Prospectus summary
Risks associated with our business, page 8
1.Please revise the summary risk factor that states you "are currently, and may in the future
be, subject to claims...." to identify the complaint filed by your competitor, Rocket
Pharmaceuticals Inc. and disclose the nature of the consequences of an adverse resolution
consistent with your disclosure on page 60. In addition, please consider including a cross-
reference to your more detailed “Legal proceedings” disclosure on page 183.
Capitalization, page 96
2.Please revise to provide a calculation of the 486,987 additional shares of common stock
issuable upon conversion of your Series B convertible preferred stock due to anti-dilution
adjustments.

 FirstName LastNameR. Nolan Townsend
 Comapany NameLexeo Therapeutics, Inc.
 November 1, 2023 Page 2
 FirstName LastName
R. Nolan Townsend
Lexeo Therapeutics, Inc.
November 1, 2023
Page 2
Legal proceedings, page 193
3.Please revise to provide the information required by Item 103 of Regulation S-K for your
ongoing litigation with Rocket Pharmaceuticals, Inc. Please include disclosure identifying
the name of the court in which the proceedings are pending and the principal parties
thereto.
            Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jason Drory at 202-551-8342 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dayne Brown, Esq.

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 Eric Blanchard

 +1 212 479
6565

 eblanchard@cooley.com

 November 1, 2023

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:

 Tim Buchmiller

 Jason Drory

Eric Atallah

 Lynn Dicker

Re:

 Lexeo Therapeutics, Inc.

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

 Filed October 30, 2023

File No. 333-274777

 Ladies and Gentlemen:

 On
behalf of Lexeo Therapeutics, Inc. (the “Company”), we are providing this letter in response to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) Division of Corporation Finance contained in its letter, dated November 1, 2023 (the “Comment Letter”), relating to the Company’s Amendment No. 1 to the Company’s
Registration Statement on Form S-1, as filed on October 30, 2023 (the “Registration Statement”). The Company is concurrently filing Amendment No. 2 to the Registration
Statement on Form S-1 (the “Amendment No. 2”), which reflects changes made in response to the comments contained in the Comment Letter.

The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which for your convenience we have
incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of Amendment No. 2. Capitalized terms used but not otherwise defined in this letter shall have the meanings
set forth in Amendment No. 2.

 Prospectus Summary

Risks associated with our business, page 8

1.
 Please revise the summary risk factor that states you “are currently, and may in the future be, subject
to claims....” to identify the complaint filed by your competitor, Rocket Pharmaceuticals Inc. and disclose the nature of the consequences of an adverse resolution consistent with your disclosure on page 60. In addition, please consider
including a cross-reference to your more detailed “Legal proceedings” disclosure on page 183.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 9 and 60 of Amendment No. 2.

Capitalization, page 96

2.
 Please revise to provide a calculation of the 486,987 additional shares of common stock issuable upon
conversion of your Series B convertible preferred stock due to anti-dilution adjustments.

 Response: The
Company respectfully acknowledges the Staff’s comment and has revised page 97 of Amendment No. 2.

 Legal proceedings, page 193

3.
 Please revise to provide the information required by Item 103 of Regulation S-K for your ongoing litigation
with Rocket Pharmaceuticals, Inc. Please include disclosure identifying the name of the court in which the proceedings are pending and the principal parties thereto.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 193 and 194 of Amendment No. 2.

* * * *

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

 November 1, 2023

Page
 2

 Please direct any questions or
further comments concerning Amendment No. 2 or this response letter to either the undersigned at (212) 479-6565 or Dayne Brown of Cooley LLP at (212) 479-6712.

Sincerely

 /s/ Eric Blanchard

Eric Blanchard

cc:

 R. Nolan Townsend, Lexeo Therapeutics, Inc.

Jenny Robertson, Lexeo Therapeutics, Inc.

Dayne Brown, Cooley LLP

Peter Byrne, Cooley LLP

Divakar Gupta, Cooley LLP

Siavosh Salimi, Paul Hastings LLP

William A. Magioncalda, Paul Hastings LLP

 Cooley LLP 55 Hudson Yards New
York, NY 10001-2157

 t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

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 Lexeo Therapeutics, Inc.

345 Park Avenue South, Floor 6

 New
York, New York 10010

 October 31, 2023

 VIA
EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Tim Buchmiller, Jason Drory, Eric Atallah and Lynn Dicker

Re:
 Lexeo Therapeutics, Inc.

Registration Statement on Form S-1, as amended (File
No. 333-274777)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Lexeo Therapeutics, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”)
accelerate the effective date of the above-referenced Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration Statement
effective as of 4:00 p.m. Eastern time, on November 2, 2023, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.

Once the Registration Statement has been declared effective, please orally confirm that event with Eric Blanchard of Cooley LLP at (212) 479-6565 or, in his absence, Dayne Brown of Cooley LLP at (212) 479-6712.

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

* * *

 [Signature Page
Follows]

 Very truly yours,

Lexeo Therapeutics, Inc.

 /s/ R. Nolan Townsend

 By:

 R. Nolan Townsend

 Title:

 Chief Executive Officer

cc:
 Jenny Robertson, Chief Legal and Administrative Officer, Lexeo Therapeutics, Inc.

Eric Blanchard, Cooley LLP

Divakar Gupta, Cooley LLP

 Peter
Byrne, Cooley LLP

 Siavosh Salimi, Paul Hastings LLP

William A. Magioncalda, Paul Hastings LLP

CORRESP
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 October 31, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Attention:
Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Lexeo Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-274777

Dear Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and on behalf of the several underwriters, hereby join in the request of Lexeo Therapeutics, Inc. that the effective date of
the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern time, on November 2, 2023, 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 of the General Rules and
Regulations under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the
Registration Statement.

 The undersigned advises that the several underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

 * * *

[Signature Page Follows]

Very truly yours,

 J.P. MORGAN SECURITIES LLC

 LEERINK
PARTNERS LLC

 STIFEL, NICOLAUS & COMPANY, INCORPORATED RBC CAPITAL MARKETS, LLC

as representatives of the several underwriters

J.P. MORGAN SECURITIES LLC

By:

/s/ David Ke

Name:

David Ke

Title:

Managing Director

LEERINK PARTNERS LLC

By:

/s/ Stuart Nayman

Name:

Stuart Nayman

Title:

Managing Director, Senior Legal Counsel

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

/s/ Nicholas Oust

Name:

Nicholas Oust

Title:

Managing Director

RBC CAPITAL MARKETS, LLC

By:

/s/ Noël K. Brown

Name:

Noël K. Brown

Title:

 Managing Director

 Head of US Biotechnology
Investment Banking

 [Signature Page to
Underwriters’ Acceleration Request Letter]

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Eric Blanchard
T: (212) 479-6565
eblanchard@cooley.com

Via EDGAR

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by Lexeo Therapeutics, Inc.

In Connection with Registration Statement on Form S-1 (File No. 377-05985)

October 5, 2023

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

 Eric Atallah

 Lynn Dicker

Jason Drory

 Tim Buchmiller

Re:
 Lexeo Therapeutics, Inc.

 
 Registration Statement on Form S-1

 
 Filed September 29, 2023

 
 File No. 333-274777

Ladies and Gentlemen:

 On behalf of Lexeo
Therapeutics, Inc. (the “Company”), we are submitting this supplemental letter in further response to comment 14 received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) by letter dated March 3, 2022 with respect to the Company’s Confidential Draft Registration Statement on Form S-1 originally submitted to the Commission on
February 4, 2022, resubmitted to the Commission on May 5, 2022, May 17, 2023, August 16, 2023 and September 18, 2023 and subsequently filed with the Commission on September 29, 2023 (the “Registration
Statement”).

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

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

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

 Critical Accounting Policies and Significant Judgements and Estimates

 Determination of Fair Value of Common Stock, page 115

[***] = Certain confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately
with the Securities and Exchange Commission pursuant to 17 CFR §200.83.

 Cooley LLP  55 Hudson Drive  New York,
NY  10001

 t: (212) 479-6000  cooley.com

 U.S. Securities and Exchange Commission

 Page Two

6.
 Once you have an estimated offering price or range, please explain to us how you determined the fair value
of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the initial public offering and the estimated offering price. This information will help
facilitate our review of your accounting for equity issuances. Please discuss with the staff how to submit your response.

The Company’s discussion of its accounting for stock-based compensation is primarily contained within the section of the Registration
Statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical accounting policies and significant judgments and estimates—Determination of fair value of common stock,”
appearing on pages 116 through 118 of the Registration Statement.

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

 Preliminary IPO
Price Range

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

The Preliminary Price Range is based in part upon the Company’s financial position and prospects; prospects for the biopharmaceutical
industry; the general condition of the securities markets and the recent market prices of, and the demand for, publicly traded shares of generally comparable companies in the biopharmaceutical industry; as well as feedback from potential investors
following “testing the waters” meetings, which suggested there was investor interest in the Company at a step-up in valuation from the most recent valuation of the Company; and input received from
J.P. Morgan Securities, LLC, Leerink Partners LLC, Stifel, Nicolaus & Company, Incorporated, RBC Capital Markets, LLC and Chardan Capital Markets, LLC, the representatives of the underwriters (the “Representatives”)
for the IPO. The Company notes that, as is typical in initial public offerings, the Preliminary Price Range for the IPO was not derived using a formal determination of fair value, but was determined by discussions among the board of directors of the
Company (the “Board”), senior management of the Company and the Representatives based on their respective assessments of the foregoing factors.

The Company will include a bona fide price range of the common stock in an amendment to the Registration Statement that will precede the
commencement of the Company’s road show, which the Company expects to be a [***]-dollar range (on a post-split basis) within the Preliminary Price Range. The parameters of the bona fide price range will be subject to then-current market
conditions, continuing discussions with the Representatives, and volatility in the securities markets, including, in particular, the volatility experienced in the market by issuers with recent initial public offerings. In any event, the Company
confirms to the Staff that the bona fide price range will comply with Item 501(b)(3) of Regulation S-K and CD&I 134.04.

 [***] = Certain
confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to 17 CFR §200.83.

Cooley LLP  55 Hudson Drive  New York, NY  10001

t: (212) 479-6000  cooley.com

 U.S. Securities and Exchange Commission

 Page Three

 Common Stock Valuation Methodologies

As there has been no public market for the Company’s common stock to date, the estimated fair value of the common stock for purposes of
granting equity awards has been determined by the Board, as of the date of each option grant, with input from management, considering the Company’s most recent arm’s-length sales of its convertible
preferred shares, and the most recent third-party valuation of its common stock, as well as the Board’s assessment of additional objective and subjective factors that the Board believed were relevant and which may have changed from the date of
the most recent third-party valuation through the date of the grant. The Board considered various objective and subjective factors to determine the estimated fair value of the common stock as of each grant date including:

•

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

•

 lack of an active public market for the common stock;

•

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

•

 the Company’s financial condition and the Company’s historical and forecasted performance and operating
results, including the Company’s levels of available capital resources;

•

 the progress of the Company’s research and development efforts and the progress of its clinical trials;

•

 the hiring of key personnel and the experience of management;

•

 the likelihood of achieving a liquidity event, such as an initial public offering, in light of prevailing market
conditions;

•

 external market conditions affecting the biopharmaceutical industry and trends within the life sciences sector;
and

•

 the analysis of initial public offerings and the market performance of similar companies in the biopharmaceutical
industry.

 The third-party valuations of the common stock that the Board considered in making its determinations were
prepared in accordance with the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice
Aid”), which prescribes several valuation approaches for determining the value of an enterprise, such as the cost, market and income approaches, and various methodologies for allocating the value of an enterprise to its capital
structure and specifically the common stock.

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

•

 Market Approach (the “Market Approach”). Under this valuation method, the Company
estimates the value based upon the Company’s prior sales of preferred shares to unrelated third parties.

 [***] = Certain
confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to 17 CFR §200.83.

Cooley LLP  55 Hudson Drive  New York, NY  10001

t: (212) 479-6000  cooley.com

 U.S. Securities and Exchange Commission

 Page Four

•

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

•

 Probability-Weighted Expected Return Method (“PWERM”). The PWERM is a
scenario-based analysis that estimates the value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes considered by the Company.

•

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

 Since
January 1, 2022, the Board has granted options to purchase an aggregate of 13,746,349 common stock under the Company’s 2021 Equity Incentive Plan, comprised of options issued to employees, consultants and
non-employee directors. The Board made the option grants on nine dates during 2022 and 2023, as follows:

 Date of Grant

Number of common
stock Subject to
Options Granted

Exercise Price of
Options Granted
per Ordinary Share

 January 26, 2022

449,060

$1.38

 March 7, 2022

15,000

$1.43

 May 6, 2022

850,786

$1.43

 July 20, 2022

388,542

$1.43

 December 2, 2022

25,250

$1.43

 March 14, 2023

4,922,272

$1.66

 July 23, 2023

1,549,339

$1.04

 August 22, 2023

4,871,569

$1.04

 September 17, 2023

674,531

$1.04

 Determinations of Fair Value of Common Stock on Date of Grant

As described in the Registration Statement, as there has been no public market for the Company’s common stock to date, the estimated fair
value of its common stock historically has been determined by the Board, as of the date of each option grant, with input from management, considering the Company’s third-party valuations of its common stock as well as the Board’s
assessment of additional objective and subjective factors that the Board believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant. The third-party valuations of the
Company’s common stock that the Board considered in making its determinations were prepared in accordance with the AICPA Practice Aid.

 [***] = Certain
confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to 17 CFR §200.83.

Cooley LLP  55 Hudson Drive  New York, NY  10001

t: (212) 479-6000  cooley.com

 U.S. Securities and Exchange Commission

 Page Five

 In order for the Board to determine the estimated fair value of the Company’s common
stock, the Hybrid Method was utilized for the independent third-party valuations of the common stock as of December 17, 2021 (the “December 17, 2021 Valuation”), as of February 15,
2022 (the “February 15, 2022 Valuation”), as of February 14, 2023 (the “February 14, 2023 Valuation”), and as of June 23,
2023 (the “June 2023 Valuation”), each as discussed below, as the Company had some visibility into the timing of a potential IPO. Equity value for each liquidity event scenario utilized in each of the valuations was weighted
based on a probability of each liquidity event’s occurrence. The Hybrid Method is commonly used in these situations and is consistent with guidance from the AICPA Practice Aid. In each of the IPO scenarios discussed below, the Company assumed
that all outstanding shares of the Company’s convertible preferred shares will convert to common stock and all outstanding in the money options, and warrants will be exercised. Given the common stock represent a
non-marketable equity interest in a private enterprise, an adjustment to the preliminary value estimates had to be made to account for the lack of liquidity that a shareholder experiences. This adjustment is
commonly referred to as a discount for lack of marketability (“DLOM”).

 At each grant date, the Board evaluated
any recent events and their potential impact on the estimated fair value per share. For grants of equity awards made on dates for which there was no contemporaneous independent third-party valuation, the Board determined the estimated fair value of
the common stock on the date of grant taking into consideration the immediately preceding valuation report as well as other pertinent information available to it at the time of the grant.

December 17, 2021 Valuation (Used to Determine Fair Value of Common Stock on Date of Grant for Options Granted on January 26, 2022):

 The Company completed its Series B preferred stock financing on August 10, 2021 (the “Series B
Financing”) and held an organizational meeting for the IPO on [***]. In connection with these events, the Company obtained the December 17, 2021 Valuation. The December 17, 2021 Valuation utilized a Hybrid Method, in which
both a staying private scenario and a going public scenario were considered, resulting in a fair value of $[***] per share, as described below.

For the staying private scenario, the December 17, 2021 Valuation used the Market Approach, utilizing the subject company method (the
“Subject Company Metho

United States securities and exchange commission logo
August 18, 2023
R. Nolan Townsend
Chief Executive Officer
Lexeo Therapeutics, Inc.
345 Park Avenue South, Floor 6
New York, NY 10010
Re:Lexeo Therapeutics, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted August 16, 2023
CIK No. 0001907108
Dear R. Nolan Townsend:
            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.
Amendment No. 3 to Draft Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 1 and revised disclosure on page 78. Please
revise your cover page disclosure to clarify your proposed offering is contingent upon
Nasdaq Listing.
Prospectus Summary
Overview, page 1
2.We note your statement that you have “best in class science in the discovery and
development of any next generation genetic medicine candidates.” Given the development

 FirstName LastNameR. Nolan Townsend
 Comapany NameLexeo Therapeutics, Inc.
 August 18, 2023 Page 2
 FirstName LastName
R. Nolan Townsend
Lexeo Therapeutics, Inc.
August 18, 2023
Page 2
stage of product candidates and length of the drug approval process, it is premature and
inappropriate to speculate or imply that your science is “best-in-class.” Please remove
this statement.
Our Pipeline, page 2
3.We note the revisions to the pipeline table on pages 2 and 121.The point of the arrow for
each product candidate should end at its current status. For example only, where the
LX2020 study has not yet commenced Phase 1, the arrow should end in preclinical until
your Phase 1 trial begins. In addition, it appears that you have not completed the discovery
of LX2022 as you state you "plan to complete candidate selection for LX2022 in 2024,"
the arrow should not go all the way to the end of "discovery."
Our manufacturing approach, page 130
4.We note your response to prior comments 3 and 5 and reissue in part. Please revise your
disclosure to clarify the "next-generation sequencing analysis" that was preformed. Your
disclosure should clarify which "HEK systems" you compared your process to. For
example only, to the extent your analysis evaluated more than one HEK system, your
disclosure should state the percentage of impurities observed for each system. In addition,
we note your disclosure that "[b]ased on information from a third-party contract
development and manufacturing organization and internal estimates, we believe our
manufacturing process is approximately 10 times more yield efficient than an HEK
process to manufacture AAVrh10." Please revise your disclosure to clarify the specific
types of information and estimates you relied upon to support your belief that your
process is "10 times more efficient" or otherwise advise.
            You may contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jason Drory at 202-551-8342 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dayne Brown, Esq.

United States securities and exchange commission logo
June 13, 2023
R. Nolan Townsend
Chief Executive Officer
Lexeo Therapeutics, Inc.
345 Park Avenue South, Floor 6
New York, NY 10010
Re:Lexeo Therapeutics, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted May 17, 2023
CIK No. 0001907108
Dear R. Nolan Townsend:
            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.
Amendment No. 2 to Draft Registration Statement on Form S-1
Cover Page
1.Please disclose, if accurate, that the closing of this offering is contingent upon a Nasdaq
Listing, or otherwise advise. Please ensure the disclosure is consistent with your
underwriting agreement
Prospectus summary
Overview, page 1
2.We note your response to prior comment 1, including your revised disclosure stating that
you are using a "clinically validated vector," and reissue. We further note your risk factor

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 Comapany NameLexeo Therapeutics, Inc.
 June 13, 2023 Page 2
 FirstName LastName
R. Nolan Townsend
Lexeo Therapeutics, Inc.
June 13, 2023
Page 2
disclosure on page 19 that, "very few products that utilize gene transfer have been
approved in the United States or Europe. There have been a limited number of clinical
trials using AAVrh10." Given your current stage of development and your risk factor
disclosure on page 19, it appears to be premature to make the claim your vector is
"clinically validated." Please revise this disclosure to remove this statement.
Our manufacturing approach, page 129
3.We note your disclosure that you believe your manufacturing process "has an improved
safety profile over traditional adherent HEK manufacturing." Please revise your disclosure
to clarify and describe traditional "HEK manufacturing." In addition, we note you
reference that you "have observed reduced incorporation of non-transgene DNA plasmid
DNA impurities, from 15% observed in some HEK systems to 0.2% in [y]our process."
Please revise your disclosure to discuss the specific studies you are referencing.
4.We note your graphic at the bottom of page 130 appears to measure "MOI" on the x-axis.
Please revise your narrative disclosure to explain and define MOI.
5.We note your disclosure that "[b]ased on [y]our estimates, [you] believe [y]our
manufacturing process is approximately 10 times more cost efficient than traditional
adherent HEK manufacturing." Please update your disclosure to further explain your basis
for this claim.
Preclinical safety studies, page 143
6.We note your disclosure discussing a "hypothetical model" and a graphic at the bottom of
page 146. Please update your disclosure to clarify what "NHP PKP2 background
subtracted" means and how it was modeled. Please update your disclosure to clarify the
material assumptions and discuss any limitations underlying such projections by your
"hypothetical model" or otherwise advise.
2023 equity incentive plan, page 201
7.We note your response to prior comment 5 and your disclosure that the
administrator under the 2023 Plan has the power to modify outstanding awards under your
2023 Plan, including the authority to reprice any outstanding option or stock appreciation
right, cancel and re-grant any outstanding option or stock appreciation right in exchange
for new stock awards, cash or other consideration, or take any other action that is treated
as a repricing under generally accepted accounting principles, with the consent of any
materially adversely affected participant. Please clearly disclose if any such repricings
could be implemented without stockholder approval. If so, please include appropriate risk
factor disclosure, including whether proxy advisory firms could find such repricing
without stockholder approval contrary to a performance-based pay philosophy.

 FirstName LastNameR. Nolan Townsend
 Comapany NameLexeo Therapeutics, Inc.
 June 13, 2023 Page 3
 FirstName LastName
R. Nolan Townsend
Lexeo Therapeutics, Inc.
June 13, 2023
Page 3
General
8.Many of your tables and graphics include print that is not legible. For example only, your
graphic at the top of page 141 and your graphic at the bottom of page 142 contain text that
is too small to be legible. Please revise your graphics throughout your prospectus as
applicable to ensure that the text is legible.
            You may contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jason Drory at 202-551-8342 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dayne Brown, Esq.

United States securities and exchange commission logo
May 17, 2022
R. Nolan Townsend
Chief Executive Officer
Lexeo Therapeutics, Inc.
430 East 29th Street, Floor 14
New York, NY 10016
Re:Lexeo Therapeutics, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 5, 2022
CIK No. 0001907108
Dear Mr. Townsend:
            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.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted May 5, 2022
Overview, page 1
1.We note your disclosure here and throughout your draft registration statement that you are
“utilizing [y]our modular approach that integrates clinically validated technology.” Please
revise to clarify what you mean by "clinically validated technology” and provide the basis
for that claim.
High Transduction Efficiency and Biodistribution, page 4
2.We note your response to prior comments 6 and 7 and your revised disclosure on page 4
and 129 and reissue in part. Please revise your disclosure to clearly discuss the specific

 FirstName LastNameR. Nolan Townsend
 Comapany NameLexeo Therapeutics, Inc.
 May 17, 2022 Page 2
 FirstName LastName
R. Nolan Townsend
Lexeo Therapeutics, Inc.
May 17, 2022
Page 2
"preclinical studies and clinical trials" you relied upon as your basis for your belief that
AAVrh10 is an "optimal vector for delivery and expression of transgenes for the treatment
of the cardiovascular and CNS diseases." Clarify whether you or your collaboration
partners conducted these studies/trials or whether unrelated third-parties conducted them.
In addition, if your basis is based on preclinical studies on non-human cells, please make
that clear or otherwise advise.
Capitalization, page 98
3.Please revise to remove cash from total capitalization.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of operations
Comparison of the years ended December 31, 2021 and 2020, page 112
4.Please revise to include a discussion of grant revenue for each period in your results
of operations.
Equity incentive plans
2022 equity incentive plan, page 191
5.We note your response to prior comment 21 and revised disclosure on page 192 and
reissue in part. Your disclosure states that only the approval of the holders of a majority of
the Company's shares is required in "certain circumstances."  Please clarify the "certain
circumstances" that would require stockholder approval.  If certain repricing actions
would not require stockholder approval, please include appropriate risk factor disclosure,
including whether proxy advisory firms could find such repricing without stockholder
approval contrary to a performance-based pay philosophy or otherwise advise.
            You may contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jason Drory at 202-551-8342 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dayne Brown, Esq.

United States securities and exchange commission logo
March 3, 2022
R. Nolan Townsend
Chief Executive Officer
Lexeo Therapeutics, Inc.
430 East 29th Street, Floor 14
New York, NY 10016
Re:Lexeo Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted February 4, 2022
CIK No. 0001907108
Dear Mr. Townsend:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted February 4, 2022
Prospectus summary
Overview, page 1
1.We note your disclosure here and throughout that you are focused on "diseases affecting
both larger-rare and prevalent patient populations."  However, we note your disclosure at
the bottom of page 4 that depicts CLN2 Batten disease as an "Ultra Rare Disease," which
appears to be your indication for your LX1004 product candidate.  Please update your
disclosure here to clarify that your most advanced product candidate is an "Ultra Rare
Disease" or otherwise advise.

 FirstName LastNameR. Nolan Townsend
 Comapany NameLexeo Therapeutics, Inc.
 March 3, 2022 Page 2
 FirstName LastName
R. Nolan Townsend
Lexeo Therapeutics, Inc.
March 3, 2022
Page 2
Lead cardiovascular programs, page 2
2.We note your disclosure at the top of page 3 that, "in [y]our preclinical studies, LX2020
resulted in fewer arrhythmias and increased survival."  Please revise your disclosure
here to clearly state, if true, that the studies preformed to date were animal trials.  In this
regard, we note your disclosure on page 138.
Our pipeline, page 2
3.We note the inclusion of product candidates in your pipeline table, which appear to still be
in the "discovery" phase.  In addition, we note your disclosure elsewhere on page 33
where you state you "are primarily focused on the development of LX2006, LX1001 and
LX1004" and your intellectual property disclosure on page 151 only appears to describe
patents and pending patents related to LX2006, LX1020 and LX1021.  Given the limited
amount of disclosure related to your programs in discovery, please explain why these
programs are sufficiently material to your business to warrant inclusion in your pipeline
table.  If they are material, please expand your disclosure in your Business section to
provide a more fulsome discussion of these programs, including a description of
preclinical studies or development activities conducted and expand your intellectual
property disclosure if applicable.  Alternatively, remove any programs that are not
currently material from your pipeline table on pages 2 and 120.
4.Please revise your pipeline table to include separate columns for Phase 1, Phase 2 and
Phase 3 trials or tell us the basis for your belief that you will be able to conduct Phase 1/2
and Phase 2/3 trials for all your product candidates.
5.We note your pipeline table states that LX1004's upcoming milestone is "1H 2023: Pivotal
Study Start."  However, your disclosure on page 3 indicates that you, "anticipate receiving
feedback from the FDA on the design of [y]our potentially pivotal Phase 2/3 clinical trial
in the second half of 2022."  Please revise your disclosure in the pipeline table and
elsewhere, as applicable, to make it clear, if true, that the U.S. Food and Drug
Administration (FDA) or other regulators may require you to conduct sequential trials.
High Transduction Efficiency and Biodistribution, page 4
6.We note your disclosure here and elsewhere that the AAVrh10 vector is "optimal for
delivery and expression of transgenes for the treatment of the cardiovascular and CNS
diseases [you] are currently targeting."  However, we note your disclosure on page 129
that you are collaborating with Weill Cornell Medicine on the discovery of second and
third generation cardiac vector technology.  Please provide your basis for your belief that
the AAVrh10 vector is "optimal" or otherwise advise.
7.If your disclosure that the AAVrh10 vector has proven to be "effective at transducing
myocardial cells and neurons" is based on preclinical studies on non-human cells, please
make that clear.  In this regard, we note from your disclosure on page 126 that this
disclosure appears to be based on your preclinical studies on nonhuman primates and

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 March 3, 2022 Page 3
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March 3, 2022
Page 3
murine models.
Our disease area strategy, page 4
8.We note your reference in the graphic at the bottom of page 4 to "early evidence of
clinical benefit" as well as "promising preclinical data."  In addition, we note your
disclosure on page 144 that "LX1001 has promise as a therapeutic for APOE4
homozygous Alzheimer’s disease patients."  As safety and efficacy determinations are
solely within the FDA's authority and they continue to be evaluated throughout all phases
of clinical trials, please remove these and any such references in your prospectus.  In the
Business section, you may present objective data resulting from your trials without
including conclusions related to efficacy.
Our company and team, page 6
9.We note that you identify certain "premier institutional investors" in your company in this
section.  Please limit the disclosure of specific investors to those identified in the principal
stockholders table on page 198.  Additionally, indicate that prospective investors should
not rely on the named investors’ investment decision, that these investors may have
different risk tolerances and the recent offering was conducted as a significant discount to
the IPO price.
Risks associated with our business, page 7
10.Please revise your risk factor summary to highlight that you currently do not own or
license any composition of matter patents or patent applications covering your LX1001
and LX1004 product candidates, consistent with your disclosure on page 56.  Please add
similar clarifying disclosure in the "Intellectual property" section beginning on page 151.
Research collaboration agreement with Weill Cornell Medicine, page 104
11.We note your disclosure on page 46 that "[y]our collaboration with Cornell University is
critical to [y]our business."  Please file the Research Collaboration Agreement with Weill
Cornell Medicine as an exhibit to the registration statement as required by Item 601(b)(10)
of Regulation S-K or tell us why it is not material.
Exclusive license agreement with the Regents of the University of California, San Diego, page
105
12.We note your disclosure in this section regarding the UCSD Agreement and your
disclosure on page 124 that your foundational science stems in part from your license
agreement with UCSD.  Please file the agreement as an exhibit to the registration
statement, or provide your analysis supporting your conclusion that filing is not required.
See Item 601(b)(10) of Regulation S-K for guidance.  In addition, please update your
disclosure to clarify which product candidate(s) are covered by the license agreement or
otherwise advise.

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 March 3, 2022 Page 4
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Lexeo Therapeutics, Inc.
March 3, 2022
Page 4
Stelios Therapeutics Inc. acquisition, page 105
13.Please file the Stelios Therapeutics Inc. acquisition agreement as an exhibit to the
registration statement or tell us why you are not required to do so.  Refer to Item 601(b)(2)
of Regulation S-K.  In addition, please disclose more specific information about the
"certain milestones" that must be reached in order for you to pay the additional $20.5
million in payments, including identifying the specific product candidate(s) that relate to
the agreement or otherwise advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgements and Estimates
Determination of Fair Value of Common Stock, page 115
14.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price.  This information will help facilitate our
review of your accounting for equity issuances.  Please discuss with the staff how to
submit your response.
Our strategy, page 123
15.We note your statement here that you established "a leading cardiovascular gene therapy
pipeline."  Please revise to disclose the basis for this statement.
Preclinical safety studies, page 135
16.We note your disclosure here that, "large body of available data suggests that HCC
observed in mice after AAV treatment is unlikely to translate to risks for humans, as it has
not been observed in higher species or humans (FDA 2021)."  Please elaborate on and
clarify what you mean by "large body of available data" and "(FDA 2021)," which
appears at the end of the sentence.
Phase 1/2 clinical trial results, page 147
17.We note your disclosure at the top of page 149 discloses that there were "minimal serious
adverse events."  Please update your disclosure to disclose what the serious adverse
events were and how many subjects experienced them.
Manufacturing, page 151
18.We note your disclosure here that you have partnered with Virovek, Inc., Millipore
Corporation and Fujifilm Diosynth Biotechnologies U.S.A., Inc. in connection with
manufacturing your vector product candidates.  Please update your disclosure here
to disclose the material terms of your manufacturing agreements and please file these
agreements as exhibits to the registration statement as required by Item 601(b)(10) of

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 March 3, 2022 Page 5
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Lexeo Therapeutics, Inc.
March 3, 2022
Page 5
Regulation S-K or tell us why they are not material.
License agreements, page 152
19.Please revise your disclosure to include the aggregate milestone payments due under each
of the license agreements with Cornell University.
Agreements with our named executive officers, page 180
20.Please file the employment agreements you have entered into with your named executive
officers.  Refer to Item 601(b)(10) of Regulation S-K.
2022 equity incentive plan, page 183
21.We note your disclosure on page 184 that the administrator of the 2022 Plan has the
power to modify awards under your 2022 Plan, including the authority to reprice any
outstanding option or stock appreciation right, or take any other action that is treated as a
repricing.  Please clarify if these repricing actions would require stockholder approval.  If
such actions would not require stockholder approval, please include appropriate risk factor
disclosure, including whether proxy advisory firms could find such repricing without
stockholder approval contrary to a performance-based pay philosophy.
Certain relationships and related party transactions
Agreements with Ronald G. Crystal, M.D., page 194
22.Please file the agreements disclosed in this section as exhibits as required by Item
601(b)(10) of Regulation S-K, or tell us why you believe they are not required to be filed.
General
23.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jason Drory at 202-551-8342 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dayne Brown, Esq.