SecProbe.io

CORRESP
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 filename1.htm

 Milestone Pharmaceuticals Inc.
1111 Dr. Frederik-Philips Boulevard, Suite 420
Montréal, Québec CA H4M 2X6

 VIA EDGAR

 May 20, 2026

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Tyler Howes

 Re:
 Milestone Pharmaceuticals Inc.

 Registration Statement on Form S-3
File No. 333-295860

 Acceleration Request

 Requested Date:
 Friday, May 22, 2026

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

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant (the " Registrant ") hereby requests that the Securities and
Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-295860)
(the " Registration Statement ") to become effective on Friday, May 22, 2026, at 4:00 p.m. Eastern
Time, or as soon thereafter as is practicable, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the
Staff.

 The Registrant hereby authorizes each of Ryan S. Sansom and Peter Byrne
of Cooley LLP to make such request on its behalf.

 Once the Registration Statement has been declared
effective, please orally confirm that event with Peter Byrne of Cooley LLP, counsel to the undersigned registrant, at (212) 479-6778.

 [ Signature
Page Follows ]

 Sincerely,

 Milestone Pharmaceuticals Inc.

 By:

 /s/ Joseph Oliveto

 Joseph Oliveto

 Chief Executive Officer

 cc: Amit Hasija, Milestone Pharmaceuticals Inc.

 Ryan S. Sansom, Cooley LLP

 Peter Byrne, Cooley LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 18, 2026

Joseph Oliveto
Chief Executive Officer
Milestone Pharmaceuticals Inc.
6210 Ardrey Kell Road, Suite 650
Charlotte, NC 28277

 Re: Milestone Pharmaceuticals Inc.
 Registration Statement on Form S-3
 Filed May 13, 2026
 File No. 333-295860
Dear Joseph Oliveto:
 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 Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Ryan Sansom, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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Milestone Pharmaceuticals Inc.

1111 Dr. Frederik-Philips Boulevard, Suite 420

Montréal, Québec CA H4M 2X6

VIA EDGAR

November 20, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Chris Edwards

    Re:
    Milestone Pharmaceuticals Inc.

    Registration Statement on Form S-3

File No. 333-283162

    Acceleration Request

    Requested Date:
    Friday, November 22, 2024

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

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and
Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-283162)
(the “Registration Statement”) to become effective on Friday, November 22, 2024, at 4:00 p.m. Eastern
Time, or as soon thereafter as is practicable, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the
Staff.

The Registrant hereby authorizes each of Ryan S. Sansom and Sarah E.
Curry of Cooley LLP to make such request on its behalf.

Once the Registration Statement has been declared
effective, please orally confirm that event with Sarah E. Curry of Cooley LLP, counsel to the undersigned registrant, at (212) 479-6652.

[Signature
Page Follows]

    Sincerely,

    Milestone Pharmaceuticals Inc.

    By:
    /s/ Joseph Oliveto

    Joseph Oliveto

    Chief Executive Officer

    cc:
    Amit Hasija, Milestone Pharmaceuticals Inc.
 Ryan S. Sansom, Cooley LLP
 Sarah E. Curry, Cooley LLP

November 19, 2024
Joseph Oliveto
Chief Executive Officer
Milestone Pharmaceuticals Inc.
7422 Carmel Executive Park Drive, Suite 300
Charlotte, NC 28226
Re:Milestone Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed November 12, 2024
File No. 333-283162
Dear Joseph Oliveto:
            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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ryan Sansom

CORRESP
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Milestone Pharmaceuticals Inc.

1111 Dr. Frederik-Philips Boulevard, Suite 420

Montréal, Québec CA H4M 2X6

VIA EDGAR

May 24, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jason Drory

    Re:
    Milestone Pharmaceuticals Inc.

    Registration Statement on Form S-3, as amended

File No. 333-271949

    Acceleration Request

    Requested Date:
    Friday, May 26, 2023

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

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and
Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-271949)
(as amended to date, the “Registration Statement”) to become effective on Friday,  May 26, 2023 at
4:00 p.m. Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes each of Ryan Sansom and Nicolas H.R.
Dumont of Cooley LLP to make such request on its behalf.

Once the Registration Statement has been declared
effective, please orally confirm that event with Nicolas H.R. Dumont of Cooley LLP, counsel to the undersigned registrant, at (212) 479-6446.

[Signature
Page Follows]

    Sincerely,

    Milestone Pharmaceuticals Inc.

    By:
    /s/ Joseph Oliveto

    Joseph Oliveto

    Chief Executive Officer

    cc:
    Amit Hasija, Milestone Pharmaceuticals Inc.

    Ryan Sansom, Cooley LLP

    Nicolas H.R. Dumont, Cooley LLP

United States securities and exchange commission logo
May 18, 2023
Joseph Oliveto
Chief Executive Officer
Milestone Pharmaceuticals Inc.
1111 Dr. Frederik-Philips Boulevard, Suite 420
Montréal, Québec CA H4M 2X6
Re:Milestone Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed May 15, 2023
File No. 333-271949
Dear Joseph Oliveto:
            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:       Nicolas H.R. Dumont

CORRESP
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Milestone Pharmaceuticals Inc.

1111 Dr. Frederik-Philips
Boulevard, Suite 402

Montréal, Québec CA H4M 2X6

VIA EDGAR

January 31, 2022

U.S. Securities and Exchange Commission

Division
of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:          Christopher Edwards

Re:              Milestone Pharmaceuticals Inc.

Registration Statement on Form S-3

File No. 333-261049

Acceleration Request

Requested Date:                     Wednesday,
February 2, 2022

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

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the
Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No.
333-261049) (the “Registration Statement”) to become effective on Wednesday, February 2, 2022, at 4:00 p.m. Eastern
Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes each of Marc Recht, Ryan
Sansom and Eric Popp of Cooley LLP to make such request on its behalf.

Once the Registration Statement
has been declared effective, please orally confirm that event with Eric Popp of Cooley LLP, counsel to the undersigned registrant, at
(617) 937-2369.

[Signature Page Follows]

    Sincerely,

    Milestone
    Pharmaceuticals Inc.

    By:

    /s/
    Joseph Oliveto

    Joseph
    Oliveto

    Chief
    Executive Officer

    cc:

    Amit
    Hasija, Milestone Pharmaceuticals Inc.

    Ryan
    Sansom, Cooley LLP

    Eric
    Popp, Cooley LLP

United States securities and exchange commission logo
November 19, 2021
Joseph Oliveto
Chief Executive Officer
Milestone Pharmaceuticals Inc.
7422 Carmel Executive Park Drive, Suite 300
Charlotte, NC 28226
Re:Milestone Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed November 12, 2021
File No. 333-261049
Dear Mr. Oliveto:
            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 Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ryan S. Sansom, Esq.

CORRESP
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Milestone Pharmaceuticals Inc.

1111 Dr. Frederik-Philips Boulevard, Suite 402

Montréal, Québec CA H4M 2X6

VIA EDGAR

November 4, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Christopher Edwards

 Re: Milestone Pharmaceuticals Inc.

Registration Statement on Form S-3, as amended

File No. 333-257404

Acceleration Request

    Requested Date:
    Friday, November 5, 2021

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

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and
Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-257404)
(as amended to date, the “Registration Statement”) to become effective on Friday, November 5, 2021, at
4:00 p.m. Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes each of Marc Recht, Ryan Sansom and
Eric Popp of Cooley LLP to make such request on its behalf.

Once the Registration Statement has been declared
effective, please orally confirm that event with Eric Popp of Cooley LLP, counsel to the undersigned registrant, at (617) 937-2369.

[Signature Page Follows]

Sincerely,

Milestone Pharmaceuticals Inc.

    By:
    /s/ Joseph Oliveto

    Joseph Oliveto

    Chief Executive Officer

 cc: Amit Hasija, Milestone Pharmaceuticals
Inc.

Ryan Sansom, Cooley LLP

Eric Popp, Cooley LLP

CORRESP
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MILESTONE PHARMACEUTICALS INC.

1111 Dr. Frederik-Philips Boulevard, Suite 402

Montréal,
Québec CA H4M 2X6

October 5, 2021

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Christopher Edwards

 Re: Withdrawal of Acceleration Request of Milestone Pharmaceuticals
Inc.

Registration Statement
on Form S-3 (File No. 333-257404)

Ladies and Gentlemen:

Milestone Pharmaceuticals Inc. (the “Registrant”)
hereby respectfully requests that the U.S. Securities and Exchange Commission withdraw the Registrant’s request for acceleration,
dated October 1, 2021, of the effective date of the Registrant’s Registration Statement on Form S-3, as amended (File
No. 333-257404).

Thank you for your assistance. If you should have
any questions, please contact Eric Popp of Cooley LLP at (617) 937-2369 or in his absence, Layne Jacobs of Cooley LLP, at (617) 937-2321.

[Signature page follows]

    Very truly yours,

    Milestone Pharmaceuticals Inc.

    By:
    /s/ Joseph Oliveto

    Joseph Oliveto

    Chief Executive Officer

 cc: Amit Hasija, Milestone Pharmaceuticals Inc..

Ryan Sansom, Cooley LLP

Layne Jacobs, Cooley LLP

Marc Recht, Cooley LLP

Signature
page – Acceleration Withdrawal Request

CORRESP
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Milestone Pharmaceuticals Inc.

1111 Dr. Frederik-Philips Boulevard, Suite 402

Montréal, Québec CA H4M 2X6

VIA EDGAR

October 1, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Attn:
  Christopher Edwards

    Re:
    Milestone Pharmaceuticals Inc.

    Registration Statement on Form S-3

    Filed June 25, 2021

    File No. 333-257404

    Acceleration Request

    Requested Date:
    Tuesday, October 5, 2021

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

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities
and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-257404)
(the “Registration Statement”) to become effective on Tuesday, October 5, 2021, at 4:00 p.m. Eastern
Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes each of Marc
Recht, Ryan Sansom and Layne Jacobs of Cooley LLP to make such request on its behalf.

Once the
Registration Statement has been declared effective, please orally confirm that event with Layne Jacobs of Cooley LLP, counsel to the undersigned
registrant, at (617) 937-2321.

[Signature
Page Follows]

    Sincerely,

    Milestone Pharmaceuticals Inc.

    By:

    /s/ Joseph Oliveto

    Joseph Oliveto

    Chief Executive Officer

  cc:
  Amit Hasija, Milestone Pharmaceuticals Inc.

Ryan Sansom, Cooley LLP

Layne Jacobs, Cooley LLP

United States securities and exchange commission logo
July 6, 2021
Joseph Oliveto
Chief Executive Officer
Milestone Pharmaceuticals Inc.
7422 Carmel Executive Park Drive, Suite 300
Charlotte, NC 28226
Re:Milestone Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed June 25, 2021
File No. 333-257404
Dear Mr. Oliveto:
            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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ryan Sonberg

CORRESP
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Milestone Pharmaceuticals Inc.

1111 Dr. Frederik-Philips Boulevard, Suite 402

Montréal, Québec CA H4M 2X6

VIA EDGAR

December 16, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Paul Fischer

    Re:
    Milestone Pharmaceuticals Inc.

        Registration Statement on Form S-3

        Filed August 20, 2020

        File No. 333-248198

    Acceleration Request

    Requested Date:
    Friday, December 18, 2020

    Requested Time:
    5:00 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3
(File No. 333-248198) (the “Registration Statement”) to become effective on December 18, 2020, at
5:00 p.m. Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes each of
Marc Recht, Ryan Sansom and Layne Jacobs of Cooley LLP to make such request on its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Layne Jacobs of Cooley LLP, counsel
to the undersigned registrant, at (617) 937-2321.

[Signature
Page Follows]

Sincerely,

Milestone Pharmaceuticals Inc.

By:
/s/ Joseph Oliveto

Joseph Oliveto

Chief Executive Officer

cc:
Amit Hasija, Milestone Pharmaceuticals Inc.

Ryan Sansom, Cooley LLP

Layne Jacobs, Cooley LLP

United States securities and exchange commission logo
August 27, 2020
Joseph Oliveto
Chief Executive Officer
Milestone Pharmaceuticals Inc.
7422 Carmel Executive Park Drive, Suite 300
Charlotte, NC 28226
Re:Milestone Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed August 20, 2020
File No. 333-248198
Dear Mr. Oliveto:
            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 Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Layne Jacobs

CORRESP
1
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Milestone Pharmaceuticals Inc.

1111 Dr. Frederik-Philips Boulevard, Suite 402

Montréal, Québec CA H4M 2X6

VIA EDGAR

July 1, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Paul Fischer

    Re:
    Milestone Pharmaceuticals Inc.

        Registration Statement on Form S-3

        Filed June 19, 2020

        File No. 333-239318

    Acceleration Request

    Requested Date:
    Friday, July 6, 2020

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

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-3 (File No. 333-239318) (the “Registration Statement”) to
become effective on July 6, 2020, at 4:00 p.m. Eastern Daylight Time, or as soon thereafter as is practicable, or at
such later time as the Registrant may orally request via telephone call to the staff (the “Staff”).

The Registrant hereby authorizes each of
Marc Recht, Ryan Sansom and Layne Jacobs of Cooley LLP to make such request on its behalf.

If
you have any questions regarding this request, please contact Ryan Sansom of Cooley LLP at (617) 937-2335. Thank you
for your assistance with this matter.

[Signature
Page Follows]

    Sincerely,

    Milestone Pharmaceuticals Inc.

    By:
    /s/ Joseph Oliveto

    Joseph Oliveto

    Chief Executive Officer

    cc:
    Amit Hasija, Milestone Pharmaceuticals Inc.

    Ryan Sansom, Cooley LLP

    Layne Jacobs, Cooley LLP

United States securities and exchange commission logo
June 25, 2020
Joseph Oliveto
Chief Executive Officer
Milestone Pharmaceuticals Inc.
7422 Carmel Executive Park Drive, Suite 300
Charlotte, NC 28226
Re:Milestone Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed June 19, 2020
File No. 333-239318
Dear Mr. Oliveto:
            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 Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Layne Jacobs, Esq.

CORRESP
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MILESTONE PHARMACEUTICALS INC.

1111 Dr. Frederik-Philips Blvd., Suite 420

Montreal, Quebec H4M 2X6

Canada

May 6, 2019

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Chris Edwards

Re:

Milestone   Pharmaceuticals Inc.

Registration   Statement on Form S-1, as amended (File No. 333-230846)

Request   for Acceleration of Effective Date

Dear Mr. Edwards:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Milestone Pharmaceuticals Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m. Eastern time, on May 8, 2019, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the Staff. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this request.

Once the Registration Statement has been declared effective, please orally confirm that event with Jaime Chase of Cooley LLP at (202) 728-7096.

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,

Milestone Pharmaceuticals Inc.

/s/   Timothy Maness

By: Timothy   Maness

Title: Vice President, Finance

[Signature Page to Acceleration Request]

CORRESP
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Jefferies LLC

Cowen and Company, LLC

Piper   Jaffray & Co.

520 Madison Avenue

599 Lexington Avenue

800 Nicolette Mall

New York, NY 10022

New York, New York   10022

Minneapolis, Minnesota   55402

May 6, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Milestone   Pharmaceuticals Inc.

Acceleration   Request for Registration Statement on Form S-1

File   No. 333-230846

Dear Sir/Madam:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several Underwriters, wish to advise you that approximately 935 copies of the Preliminary Prospectus included in the Registration Statement on Form S-1 were distributed during the period April 29, 2019 through the date hereof, to prospective underwriters, institutions, dealers 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.

In accordance with Rule 461 of the Act, we hereby join in the request of Milestone Pharmaceuticals Inc. for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m. Eastern time on May 8, 2019, or as soon thereafter as practicable.

[Remainder of page intentionally left blank]

Very truly yours,

By:

JEFFERIES LLC

By:

/s/ Matthew Kim

Name: Matthew Kim

Title: Managing   Director

By:

COWEN AND COMPANY, LLC

By:

/s/ Chris Swindle

Name: Chris Swindle

Title: Managing   Director

By:

PIPER   JAFFRAY & CO.

By:

/s/ Chad Huber

Name: Chad Huber

Title: Managing   Director

[Signature page to Acceleration Request Letter]

2

CORRESP
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Jaime L. Chase
   +1 202 728 7096
   jchase@cooley.com

BY EDGAR and COURIER

*FOIA Confidential Treatment Request*

Confidential Treatment Requested by Milestone Pharmaceuticals Inc.

in connection with Registration Statement on Form S-1 (File No. 333-230846)

April 19, 2019

Chris Edwards

Office of Healthcare and Insurance

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.
 Washington, D.C. 20549

Re:                             Milestone Pharmaceuticals Inc.

Registration Statement on Form S-1

Filed April 12, 2019

File No. 333-230846

Ladies and Gentlemen:

On behalf of Milestone Pharmaceuticals Inc. (the “Company”), we are submitting this supplemental letter in further response to comment 9 received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated February 8, 2019 with respect to the Company’s Confidential Draft Registration Statement on Form S-1 originally submitted to the Commission on December 21, 2018, resubmitted to the Commission on February 28, 2019 and March 15, 2019, and subsequently filed with the Commission on April 12, 2019 (the “Registration Statement”).

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

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

Critical Accounting Policies and Estimates

Share-Based Compensation, page 69

9.                                      Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the initial public offering and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial conversion features.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83

Cooley LLP   1299 Pennsylvania Avenue, NW, Suite 700   Washington, DC   20004-2400
 t: (202) 842-7800  f: (202) 842-7899  cooley.com

U.S. Securities and Exchange Commission

April 19, 2019

Page Two

Preliminary Price Range

The Company advises the Staff that the Company currently expects a price range of $[***] to $[***] per common share (the “Preliminary Price Range”) for its initial public offering (“IPO”), which Preliminary Price Range reflects a [***]-for-[***] reverse share split of the Company’s shares that will be effected prior to the effectiveness of the Registration Statement. This Preliminary Price Range implies a pre-money valuation range for the Company of $[***] million to $[***] million. The share and per-share numbers in this letter are presented on a post-split basis.

The Preliminary Price Range is based in part upon the Company’s 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 input received from Jefferies LLC, Cowen and Company, LLC and Piper Jaffray & Co., the lead underwriters (the “Representatives”) for the IPO. The Company notes that, as is typical in IPOs, the Preliminary Price Range was not derived using a formal determination of fair value, but was determined by discussions between the Company and the Representatives based on the assessment of the foregoing factors.

The Company will include a narrower bona fide price range of the common shares 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 two-dollar range within the Preliminary Price Range. However, the parameters of the bona fide price range will be subject to then-current market conditions, continuing discussions with the Representatives and material business developments impacting the Company, and due to the volatility in the securities markets, in particular the volatility experienced in the market by recent IPO issuers, there is a possibility that the bona fide price range for the IPO may fall outside of the Preliminary Price Range. 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 C&DI 134.04.

Common Share Valuation Methodologies

As there has been no public market for the Company’s common shares to date, the estimated fair value of its common shares has been determined by the Company’s board of directors (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 preferred shares and the most recent third-party valuation of its common shares, 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 fair value of the common shares as of each grant date, including:

·                  the prices at which the Company sold preferred shares and the superior rights and preferences of the preferred shares relative to the common shares at the time of each grant;

·                  the progress of the Company’s research and development programs, including the status and results of clinical trials for etripamil;

·                  the Company’s stage of development and its business strategy;

·                  external market conditions affecting the healthcare industry in general, and the biopharmaceutical industry in particular, and trends within such industries;

·                  the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results;

·                  the lack of an active public market for the common shares and preferred shares;

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83

Cooley LLP   1299 Pennsylvania Avenue, NW, Suite 700   Washington, DC   20004-2400
 t: (202) 842-7800  f: (202) 842-7899  cooley.com

U.S. Securities and Exchange Commission

April 19, 2019

Page Three

·                  the likelihood of achieving a liquidity event, such as an IPO, in light of prevailing market conditions;

·                  the Company’s IPO timeline and related activities; and

·                  the analysis of IPOs and the market performance of similar companies in the healthcare and biopharmaceutical industries.

The third-party valuations of the Company’s common shares 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 “Practice Guide”), 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 its common shares.

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

·                  Option Pricing Method (OPM). The OPM estimates the value of the common equity of the Company using the various inputs in the Black-Scholes option pricing model. The OPM treats the rights of the holders of common shares 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 shares can be determined by estimating the value of its portion of each of these call option rights. Under this method, the common shares have 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. Given the common shares 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”).

·                  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, as well as the economic and control rights of each share class.

·                  Current Value Method (CVM). The CVM allocates equity by subtracting the liquidation preference of any outstanding preferred shares considering all rights and assumed conversion behavior associated with those shares.

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

In order for the Board to determine the estimated fair value of the common shares, the OPM was utilized for the independent third-party valuation of the Company’s common shares as of July 31, 2017 (the “July 2017 Valuation”) discussed below. The Hybrid Method was utilized for the independent third-party valuations of the Company’s common shares as of August 15, 2018 (the “August 2018 Valuation”),  as of October 23, 2018 (the “October 2018 Valuation”) and as of January 31, 2019 (the “January 2019 Valuation”), each discussed below, because at those times the Company had better visibility into the

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83

Cooley LLP   1299 Pennsylvania Avenue, NW, Suite 700   Washington, DC   20004-2400
 t: (202) 842-7800  f: (202) 842-7899  cooley.com

U.S. Securities and Exchange Commission

April 19, 2019

Page Four

timing of a potential IPO. As noted below, equity value for each liquidity event scenario was weighted based on a probability of each event’s occurrence. In each of the IPO scenarios discussed below, the Company assumed that all outstanding convertible preferred shares would be converted into common shares. In the sale of the Company scenario, the Company allocated the value per share by taking into account the liquidation preferences and participation rights of the convertible preferred shares consistent with the method outlined in the Practice Guide.

At each grant date, the Board evaluated any recent events and their potential impact on the estimated fair value per common share. For grants of share awards made on dates for which there was no contemporaneous independent third-party valuation, the Board determined the estimated fair value of the common shares 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. In connection with the July 2017 Valuation, the Company considered the most recent arm’s length preferred share financings prior to the issuance of any option grants as the basis for the value of its common shares at the date of the option grant. After the July 2017 Valuation, the valuation methodology was changed to the use of a Hybrid Method incorporating the CVM, OPM and PWERM, as the Company had obtained better visibility into the near-term timing of a potential IPO, but still considered the uncertainty surrounding the Company’s valuation in the event an IPO did not occur. The Hybrid Method is commonly used in these types of scenarios and is consistent with guidance from the Practice Guide.

Common Share Valuations and Share Option Grants

During the past 12 months, the Company has granted share options as follows:

Date of the Grant

Numbers of
   Shares Subject to
   Options Granted

Exercise Price Per
   Common Share

Estimated Fair
   Value Per
   Common Share at
   Grant Date

May 31, 2018

[***]

$

[***]

$

[***]

August 15, 2018

[***]

[***]

[***]

October 26, 2018

[***]

[***]

[***]

November 21, 2018

[***]

[***]

[***]

November 27, 2018

[***]

[***]

[***]

February 18, 2019

[***]

[***]

[***]

March 9, 2019

[***]

[***]

[***]

July 2017 Valuation and May 2018 Option Grants

On May 31, 2018, the Company granted options to purchase a total of [***] common shares at an exercise price of $[***] per share. The Board determined the estimated fair value of the common shares at the time of the grants was $[***] per share based on a number of factors, including the July 2017 Valuation, which determined that the estimated fair value of the common shares was $[***] per share. For the period from the July 2017 Valuation to May 31, 2018, the Board determined there were no internal or external developments since the July 2017 Valuation that warranted a change in the estimated fair value of the common shares. For the July 2017 Valuation, the Company utilized the OPM to derive the implied equity value for the Company. For purposes of the July 2017 Valuation, an option-based analysis was performed in an effort to estimate the appropriate DLOM for the common shares. A DLOM of 25% was used for the July 2017 Valuation. The July 2017 Valuation reflected the closing of the Company’s Series C preferred share financing in July 2017, and the May 2017 presentation of results from its Phase 2 trial

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83

Cooley LLP   1299 Pennsylvania Avenue, NW, Suite 700   Washington, DC   20004-2400
 t: (202) 842-7800  f: (202) 842-7899  cooley.com

U.S. Securities and Exchange Commission

April 19, 2019

Page Five

of etripamil for paroxysmal supraventricular tachycardia (“PSVT”) at the Heart Rhythm Society’s 38th Annual Scientific Late Breaker Session.

August 2018 Valuation and August 2018 Option Grants

On August 15, 2018, the Company granted options to purchase a total of [***] common shares at an exercise price of $[***] per share. The Board determined the estimated fair value of the common shares at the time of the grants was $[***] based on a number of factors, including the August 2018 Valuation, which determined that the estimated f

CORRESP
1
filename1.htm

Jaime L. Chase

+1 202 728 7096

jchase@cooley.com

April 12, 2019

Chris Edwards

Office of Healthcare & Insurance

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Milestone Pharmaceuticals Inc.
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Filed March 15, 2019
 CIK 0001408443

Ladies and Gentlemen:

On behalf of Milestone Pharmaceuticals Inc. (“Milestone” or the “Company”), the following information is in response to a letter, dated March 20, 2019, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 2 to Draft Registration Statement on Form S-1, filed March 15, 2019 (the “DRS Amendment No. 2”).  Concurrently with the submission of this response letter, the Company is filing the Company’s Registration Statement on Form S-1 (the “Registration Statement”). In addition to addressing the comments raised by the Staff in its Comment Letter, the Company has included other revisions and updates to its disclosure in the Registration Statement.

For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comments in the letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below, page number references are to the Registration Statement.

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

PSVT, page 2

1.                                      We note the disclosure that was added on page 2 in response to prior comment 2. Please also include the findings from your survey that after the first year of diagnosis the percentage of patients with PSVT episodes lasting longer than 10 minutes and the percentage visiting the emergency department for treatment decreases to approximately one-third of those surveyed.

In response to the Staff’s comment, the company has revised the disclosure on page 2 to include the findings from our survey as requested.

Cooley LLP   500 Boylston Street   Boston, MA   02116-3736
 t: (617) 937-2300  f: (617) 937-2400  cooley.com

*        *        *

Please contact me at (202) 768-7096 with any questions or further comments regarding our responses to the Staff’s comments.

Sincerely,

Jaime L. Chase

cc:                                Joseph Oliveto, Milestone Pharmaceuticals Inc.

Timothy Maness, Milestone Pharmaceuticals Inc.

Ryan Sansom, Cooley LLP

Nathalie Beauregard, Osler, Hoskin & Harcourt LLP

Lisa Firenze, Wilmer Cutler Pickering Hale and Dorr LLP

2

March 20, 2019
Joseph Oliveto
Chief Executive Officer
Milestone Pharmaceuticals Inc.
6000 Fairview Road, Suite 1200
Charlotte, NC 28210-2252
Re:Milestone Pharmaceuticals Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Filed March 15, 2019
CIK 0001408443
Dear Mr. Oliveto:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 comment applies 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 the comment 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
PSVT, page 2
1.We note the disclosure that was added on page 2 in response to prior comment 2. Please
also include the findings from your survey that after the first year of diagnosis the
percentage of patients with PSVT episodes lasting longer than 10 minutes and the
percentage visiting the emergency department for treatment decreases to approximately
one-third of those surveyed.

 FirstName LastNameJoseph Oliveto
 Comapany NameMilestone Pharmaceuticals Inc.
 March 20, 2019 Page 2
 FirstName LastName
Joseph Oliveto
Milestone Pharmaceuticals Inc.
March 20, 2019
Page 2
            You may contact William Demarest at (202) 551-3432 or Yolanda Trotter at (202) 551-
3472 if you have questions regarding comments on the financial statements and related
matters.  Please contact Chris Edwards at (202) 551-6761 or Liz Walsh at (202) 551-3696 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jaime L. Chase

March 7, 2019
Joseph Oliveto
Chief Executive Officer
Milestone Pharmaceuticals Inc.
6000 Fairview Road, Suite 1200
Charlotte, NC 28210-2252
Re:Milestone Pharmaceuticals Inc.
Amendment No. 1 to Draft Registration Statement
Filed February 28, 2019
CIK 0001408443
Dear Mr. Oliveto:
            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
Our Pipeline, page 1
1.We note your response to comment 3. Please tell us whether you have an active IND for
etripamil that covers the indications atrial fibrillation and angina.
2.We note your revised disclosure on page 76 that your research found that, of the almost
40% of patients who experience two or more episodes of PSVT per year that last more
than 10 minutes each, the findings for percentage of patients with longer episodes and
percentage of patients with emergency department visits decreased between the year of
diagnosis and the year of your research study by 13% and 29%, respectively.  Please also
clarify your disclosure here.

 FirstName LastNameJoseph Oliveto
 Comapany NameMilestone Pharmaceuticals Inc.
 March 7, 2019 Page 2
 FirstName LastName
Joseph Oliveto
Milestone Pharmaceuticals Inc.
March 7, 2019
Page 2
Business
Etripamil, page 75
3.We note your new disclosure regarding 2017 research into the opportunity for etripamil in
the United States and Europe.  Please provide further details and context regarding this
research.  For example, how many PSVT patients do the physicians report as receiving
catheter ablation?  How often do PSVT patients in the United States visit the emergency
room, such that 50-75% of these visits could be avoided?
            You may contact William Demarest at (202) 551-3432 or Yolanda Trotter at (202) 551-
3472 if you have questions regarding comments on the financial statements and related
matters.  Please contact Chris Edwards at (202) 551-6761 or Liz Walsh at (202) 551-3696 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jaime L. Chase

February 8, 2019
Joseph Oliveto
Chief Executive Officer
Milestone Pharmaceuticals Inc.
6000 Fairview Road, Suite 1200
Charlotte, NC 28210-2252
Re:Milestone Pharmaceuticals Inc.
Draft Registration Statement on Form S-1
Filed December 21, 2018
CIK 0001408443
Dear Mr. Oliveto:
            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.
DRS Form S-1
Prospectus Summary
Overview, page 1
1.We note your reference to statistical significance in the second paragraph of this section.
Please expand your discussion to explain the term and discuss how statistical significance
relates to the FDA’s evidentiary standards of efficacy.
2.We note your disclosure that you expect top-line data for the Phase 3 trial of etripamil in
the first half of 2020. Please also clarify that your Phase 3 clinical program includes two
safety trials and the expected timing for those trials.

 FirstName LastNameJoseph Oliveto
 Comapany NameMilestone Pharmaceuticals Inc.
 February 8, 2019 Page 2
 FirstName LastNameJoseph Oliveto
Milestone Pharmaceuticals Inc.
February 8, 2019
Page 2
Our Pipeline, page 1
3.We note the inclusion in your pipeline table of etripamil for atrial fibrillation and angina
and that you do not intend to use any of the net proceeds of this offering to conduct
clinical trials of etripamil for these indications. Please revise your table to remove these
programs, or alternatively, explain how you are currently pursuing etripamil in atrial
fibrillation and angina.
4.It appears from the pipeline chart that you have completed separate Phase 1 clinical trials
of etripamil for atrial fibrillation and angina. Please separately describe the trials for these
indications in the Business section.
Implications of Being an Emerging Growth Company, page 6
5.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.
Use of Proceeds, page 53
6.Please disclose whether the amount of funds allocated for the Phase 3 clinical trial of
PSVT will be sufficient to complete the Phase 3 trial. If any material amounts of other
funds are necessary, please disclose the amount of funds needed to complete Phase 3.
Refer to Instruction 3 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 63
7.Please reconcile your disclosure here that you expect to initiate a Phase 2 clinical trial of
etripamil in atrial fibrillation in the first half of 2020 with your disclosure on pages 1 and
71 that you are planning the Phase 2 trial for atrial fibrillation for the second half of 2019.
Components of Results of Operations
Research and Development Expenses, page 64
8.We note your product candidate, etripamil, is being developed for multiple development
projects, including paroxysmal supraventricular tachycardia, atrial fibrillation, and
angina.  Please revise your disclosure to separately break out research and development
costs by each project for each period presented and to date.  Your disclosure should also
provide explanation of period to period fluctuations.  If you do not track costs by these
measures, please disclose that fact.  Provide other quantitative or qualitative disclosure
that indicates the amount of the company's resources being used on each project.

 FirstName LastNameJoseph Oliveto
 Comapany NameMilestone Pharmaceuticals Inc.
 February 8, 2019 Page 3
 FirstName LastName
Joseph Oliveto
Milestone Pharmaceuticals Inc.
February 8, 2019
Page 3
Critical Accounting Policies and Estimates
Share-Based Compensation, page 69
9.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the initial public offering and the estimated offering price. This information will help
facilitate our review of your accounting for equity issuances including stock compensation
and beneficial conversion features.
Management
Limitation on Liability and Indemnification Matters, page 102
10.You disclose that you entered into indemnity agreements with your directors and officers.
Please file a copy of the form of indemnity agreement as an exhibit to this registration
statement as required under Item 601(b)(10) of Regulation S-K.
Principal Shareholders, page 121
11.Please revise your disclosure to identify the natural person or persons, if any, who have
voting and investment control of the shares held by BDC Capital, Inc. and affiliates.
General
12.Please provide us proofs of all graphics, visual, or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.
Please note that we may have comments regarding this material.
            You may contact William Demarest at (202) 551-3432 or Yolanda Trotter at (202) 551-
3472 if you have questions regarding comments on the financial statements and related
matters.  Please contact Elizabeth Walsh at (202) 551-3696 or Chris Edwards at (202) 551-
6761 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jaime L. Chase