SecProbe.io

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 TEMPEST THERAPEUTICS, INC.

2000 Sierra Point Parkway, Suite 400

Brisbane, California

 April 8, 2026

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Mr. Alan Campbell

Re:
 Tempest Therapeutics, Inc.

Registration Statement on Form S-3 (File
No. 333-294843)

 Request for Acceleration of Effective Date

Mr. Campbell:

 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. 333-294843) (the “Registration Statement”) to become effective on
April 9, 2026 at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such other time as the Registrant or its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.

Once the Registration Statement has been declared effective, please confirm that event with Jaime L. Chase of Cooley LLP at (202) 728-7096 or Asa M. Henin of Cooley LLP at (858) 550-6104.

Very truly yours,

Tempest Therapeutics, Inc.

By:

/s/ Nicholas Maestas

Nicholas Maestas

Chief Financial Officer

cc:
 Matthew Angel, Tempest Therapeutics, Inc.

Jaime L. Chase, Cooley LLP

 Asa
M. Henin, Cooley LLP

April 7, 2026
Matthew Angel
Chief Executive Officer
Tempest Therapeutics, Inc.
2000 Sierra Point Parkway, Suite 400
Brisbane, CA 94005
Re:Tempest Therapeutics, Inc.
Registration Statement on Form S-3
Filed April 2, 2026
File No. 333-294843
Dear Matthew Angel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Asa M. Henin

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           April 1, 2026

Matthew Angel
Chief Executive Officer
Tempest Therapeutics, Inc.
200 Sierra Point Parkway, Suite 400
Brisbane, CA 94005

       Re: Tempest Therapeutics, Inc.
           Registration Statement on Form S-3
           Filed March 30, 2026
           File No. 333-294740
Dear Matthew Angel:

       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:    Asa M. Henin
</TEXT>
</DOCUMENT>

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 TEMPEST THERAPEUTICS, INC.

2000 Sierra Point Parkway, Suite 400

Brisbane, California

 April 1, 2026

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Mr. Chris Edwards

Re:
 Tempest Therapeutics, Inc.

Registration Statement on Form S-3 (File
No. 333-294740)

 Request for Acceleration of Effective Date

Mr. Edwards:

 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. 333-294740) (the “Registration Statement”) to become effective on
April 3, 2026 at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such other time as the Registrant or its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.

Once the Registration Statement has been declared effective, please confirm that event with Jaime L. Chase of Cooley LLP at (202) 728-7096 or Asa M. Henin of Cooley LLP at (858) 550-6104.

Very truly yours,

Tempest Therapeutics, Inc.

By:

 /s/ Nicholas Maestas

Nicholas Maestas

Chief Financial Officer

cc:
 Matthew Angel, Tempest Therapeutics, Inc.

Jaime L. Chase, Cooley LLP

 Asa
M. Henin, Cooley LLP

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 TEMPEST THERAPEUTICS, INC.

2000 Sierra Point Parkway, Suite 400

Brisbane, California, 94005

 (415) 798-8589

 January 24, 2025

VIA EDGAR

 United
States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Gary Guttenberg

RE:
 Tempest Therapeutics, Inc.

Registration Statement on Form S-3

File No. 333-280918

Acceleration Request

Requested Date:    January 27, 2025

Requested Time:   4:00 p.m., Eastern time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Exchange Act of 1933, as amended, the undersigned 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. 333-280918), as amended by the Pre-Effective Amendment No. 1 to Form
S-3 (together, the “Registration Statement”) to become effective at 4:00 p.m. Eastern time on January 27, 2025, or as soon thereafter as is practicable.

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

 [Signature page follows]

Sincerely,

TEMPEST THERAPEUTICS, INC.

By:

/s/ Stephen Brady

Stephen Brady

Chief Executive Officer

cc:
 Laura Berezin, Cooley LLP

Jaime Chase, Cooley LLP

July 23, 2024
Stephen Brady
Chief Executive Officer
Tempest Therapeutics, Inc.
2000 Sierra Point Parkway, Suite 400
Brisbane, California, 94005
Re:Tempest Therapeutics, Inc.
Registration Statement on Form S-3
Filed July 19, 2024
File No. 333-280918
Dear Stephen Brady:
            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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jaime Chase

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 TEMPEST THERAPEUTICS, INC.

7000 Shoreline Court, Suite 275

South San Francisco, CA 94080

 May 24, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attn:    Gary Guttenberg

RE:     Tempest Therapeutics, Inc.

  Registration Statement on Form S-3

  File No. 333-264989

  Acceleration Request

Requested Date:        Friday, May 27, 2022

Requested Time:       9:00 a.m. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Exchange Act of 1933, as amended, the undersigned 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. 333-264989) (the “Registration Statement”) to become effective at 9:00 a.m. Eastern Time on Friday, May 27, 2022, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with Laura Berezin of Cooley LLP, counsel to the registrant, at
(650) 843-5128.

 [Signature page follows]

 Sincerely,

TEMPEST THERAPEUTICS, INC.

By:

     /s/ Stephen Brady

     Stephen Brady

    Chief Executive Officer

cc:

    Laura Berezin, Cooley LLP

    Michael Mencher, Cooley LLP

United States securities and exchange commission logo
May 18, 2022
Stephen Brady
Chief Executive Officer
Tempest Therapeutics, Inc.
7000 Shoreline Court; Suite 275
South San Francisco, CA 94080
Re:Tempest Therapeutics, Inc.
Registration Statement on Form S-3
Filed May 16, 2022
File No. 333-264989
Dear Mr. Brady:
            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 Gary Guttenberg at (202) 551-6477 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Mencher

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Acceleration Request

 July 22, 2021

Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

 Attention: Jessica Ansart

Re: Acceleration Request for Tempest Therapeutics, Inc.

Registration Statement on Form S-3 (File No. 333-257990)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Tempest Therapeutics, Inc. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form
S-3, Registration Number 333-257990 (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become
effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on July 23, 2021, 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
U.S. Securities and Exchange Commission.

 We would appreciate it if, as soon as the Registration Statement is declared effective, you
would so inform Asher Rubin of Sidley Austin LLP at (410) 559-2881.

 Very truly yours,

 /s/ Stephen Brady

 Stephen Brady

 Chief Executive Officer

 CC:

 Frank Rahmani, Sidley Austin LLP

 Istvan A. Hajdu, Sidley Austin LLP

United States securities and exchange commission logo
July 21, 2021
Stephen Brady
Chief Executive Officer
Tempest Therapeutics, Inc.
7000 Shoreline Court, Suite 275
South San Francisco, California, 94080
Re:Tempest Therapeutics, Inc.
Registration Statement on Form S-3
Filed July 16, 2021
File No. 333-257990
Dear Mr. Brady:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Ansart at (202) 551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Asher Rubin

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 Millendo Therapeutics, Inc.

110 Miller Avenue, Suite 100

 Ann Arbor, Michigan 48104

May 7, 2021

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Jeffrey Gabor

Re:
 Millendo Therapeutics, Inc.

 Registration Statement on Form S-4

 File No. 333-255198

 Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Millendo Therapeutics, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-255198), as amended (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern time on May 11, 2021, or as soon thereafter as practicable.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

MILLENDO THERAPEUTICS, INC.

By:

/s/ Louis J. Arcudi III

Name:

Louis J. Arcudi III

Title:

 President and Chief Executive

Officer

 Signature Page to Acceleration Request

United States securities and exchange commission logo
April 16, 2021
Louis J. Arcudi, III
President and Chief Executive Officer
Millendo Therapeutics, Inc.
110 Miller Avenue, Suite 100
Ann Arbor, MI 48104
Re:Millendo Therapeutics, Inc.
Registration Statement on Form S-4
Filed April 13, 2021
File No. 333-255198
Dear Mr. Arcudi:
            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:       Stuart M. Falber, Esq.

CORRESP
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April 16, 2019

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attn:                    Sonia Bednarowski

Re:                             Millendo Therapeutics, Inc.

Registration Statement on Form S-3

Filed April 5, 2019

File No. 333-230749

Acceleration Request

Requested Date: April 18, 2019

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 (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-230749), as amended (the “Registration Statement”), to become effective on April 18, 2019, at 4:00 p.m. Eastern 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 Nicole Brookshire, Miguel J. Vega and Daniel Goldberg of Cooley LLP, counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that event with Nicole Brookshire of Cooley LLP at (617) 937-2357.

[Signature page follows]

Very truly yours,

Millendo   Therapeutics, Inc.

By:

/s/ Louis J.   Arcudi, III

Louis J.   Arcudi, III

Chief Financial Officer

cc:                                Nicole Brookshire, Cooley LLP

Miguel J. Vega, Cooley LLP

Daniel Goldberg, Cooley LLP

Darah Protas, Cooley LLP

April 12, 2019
Julia Owens
Chief Executive Officer
Millendo Therapeutics, Inc.
301 North Main Street, Suite 100
Ann Arbor, MI 48104
Re:Millendo Therapeutics, Inc.
Registration Statement on Form S-3
Filed April 5, 2019
File No. 333-230749
Dear Dr. Owens:
            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 Sonia Bednarowski at 202-551-3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

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OvaScience, Inc.

9 Fourth Avenue

Waltham, Massachusetts 02451

December 3, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey Gabor

RE:                                                                          OvaScience, Inc.

Registration Statement on Form S-3 File No. 333-228209

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, OvaScience, Inc. (the “Company”) hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-228209), as amended (the “Registration Statement”), so that it may become effective at 9:00 a.m., Washington, D.C. time on December 6, 2018, or as soon as possible thereafter.

The Company hereby authorizes Megan N. Gates, Esq. of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. to orally modify or withdraw this request for acceleration.

The Company respectfully requests that it be notified of such effectiveness by a telephone call to Ms. Gates at (617) 348-4443 and that such effectiveness also be confirmed in writing. Any questions regarding this request may be addressed to Ms. Gates.

Very truly yours,

OVASCIENCE, INC.

/s/ Jonathan Gillis

Jonathan Gillis

Senior Vice President,   Finance

cc:

OvaScience, Inc.

Christopher A. Kroeger., M.D., M.B.A., President and Chief Executive Officer

Mintz,   Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

William C. Hicks, Esq.

Megan N. Gates, Esq.

Daniel A. Bagliebter, Esq.

Cooley,   LLP

Miguel J. Vega, Esq.

Nicole Brookshire, Esq.

November 20, 2018
Christopher A. Kroeger, M.D., M.B.A.
President and Chief Executive Officer
OvaScience, Inc.
9 Fourth Avenue
Waltham, MA 02451
Re:OvaScience, Inc.
Registration Statement on Form S-3
Response dated November 16, 2018
File No. 333-228209
Dear Dr. Kroeger:
            We have reviewed your November 16, 2018 response to our comment letter and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 15, 2018 letter.
Form S-3/A
General
1.We note your response to comment 1.  However, the result of the purchasers' ability to
waive unsatisfied conditions is that the purchasers have control over closing conditions.
Therefore, our comment is reissued.  You may withdraw the registration statement and
refile it after the shares have been issued or you may renegotiate the purchase agreement
to remove the purchasers' right to waive unsatisfied conditions.

 FirstName LastNameChristopher A. Kroeger, M.D., M.B.A.
 Comapany NameOvaScience, Inc.
 November 20, 2018 Page 2
 FirstName LastName
Christopher A. Kroeger, M.D., M.B.A.
OvaScience, Inc.
November 20, 2018
Page 2
            You may contact Jeffrey Gabor at 202-551-2544 or Suzanne Hayes at 202-551-3675 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Megan Gates, Esq.

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One Financial Center

Boston, MA    02111

617 542 6000

mintz.com

November 16, 2018

VIA EDGAR & OVERNIGHT MAIL

Securities and Exchange Commission

Division of Corporation Finance

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

Attention: Office of Healthcare and Insurance

Re:                           OvaScience, Inc.

Registration Statement on Form S-3

Filed November 6, 2018

File No. 333-228209 (the “Registration Statement”)

Ladies and Gentlemen:

We are submitting this letter on behalf of OvaScience, Inc. (the “Company”) and Millendo Therapeutics, Inc. (“Millendo”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated November 15, 2018 (the “Comment Letter”) from the Division of Corporation Finance, Office of Healthcare and Insurance, to Christopher A. Kroeger, M.D., M.B.A., President and Chief Executive Officer of the Company, relating to the above-referenced Registration Statement.

For reference, we have set forth below in italics the Staff’s comment set forth in the Comment Letter.  The response below is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company and Millendo.

Comment 1: It appears that Section 5 of the Stock Purchase Agreement provides that the purchaser has the option to waive Millendo’s and OvaScience’s obligations. Additionally, the Explanatory Note in the registration statement indicating that you expect this registration statement to become effective promptly after the closing of the post-closing financing appears to imply a waiver of the Section 5.5 condition that the resale registration statement shall have been declared effective by the SEC. Therefore, it does not appear that you have a valid exemption under Section 4(2) of the Securities Act of 1933. You may withdraw the registration statement and refile it once the shares are outstanding or amend the investment agreement to remove the investors’ ability to waive any of the closing conditions and refile your registration statement. For guidance, refer to Securities Act Sections Compliance & Disclosure Interpretation 139.11.

Response 1: The Company respectfully acknowledges the Staff’s comments.  As to the language in the Explanatory Note, the Company notes that the first sentence of the third paragraph was included in error and proposes to delete such sentence and replace it with the following:  “OvaScience expects this registration statement to become effective prior to the Effective Time of the Merger.”

As to the Staff’s comment regarding the purchaser’s control over the closing conditions in the Stock Purchase Agreement, we respectfully disagree with the Staff’s assessment.  Section 5 of the Purchase Agreement contains customary closing conditions relating to the “bringdown” of

BOSTON       LONDON       LOS ANGELES       NEW YORK       SAN DIEGO       SAN FRANCISCO      WASHINGTON

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

MINTZ

November 16, 2018

Page 2

OvaScience’s and Millendo’s representations and warranties and covenants, satisfaction of consents and filings, the consummation of the Merger between the parties and the effectiveness of the registration statement on Form S-3.  The Securities Act Compliance and Disclosure Interpretation 139.11 to which you have referred us provides (in pertinent part):

“…a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities… to the investor, and the investor is at market risk at the time of filing of the resale registration statement. The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio.... There can be no conditions to closing that are within an investor’s control or that an investor can cause not to be satisfied. For example, closing conditions in capital formation transactions relating to the market price of the company’s securities or the investor’s satisfactory completion of its due diligence on the company are unacceptable conditions. The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale registration statement.”

The Company believes that it has satisfied these criteria.  The guidance requires that the purchaser be “at market risk” and “irrevocably bound” to consummate the investment transaction.  The closing conditions must not be “within an investor’s control” and there can be no closing conditions “that an investor can cause not to be satisfied.”  The closing conditions contained within the Stock Purchase Agreement comply with these requirements.  The Company and Millendo have to satisfy certain conditions as a condition to the obligation of the purchaser to make its investment in OvaScience and these conditions are fully outside of the purchaser’s control.  If the conditions are satisfied, the purchaser is irrevocably bound to make the investment at the price they committed to in the Stock Purchase Agreement.

If for any reason, the Company is unable to satisfy the closing conditions, only then does the purchaser’s option to waive a condition come into play. At that point, the purchaser may decide not to proceed with its investment, or waive the relevant condition. That formulation makes logical sense.  As long as the issuer complies with its side of the bargain, the investor is irrevocably bound.  Only once the issuer fails to comply with the closing conditions (and therefore its side of the bargain), does the investor have the right to abandon the transaction or waive the non-compliance.   The right to waive standard closing conditions does not mean that the investor is not irrevocably bound if the closing conditions are met.  Put differently, the fact that the investor may decide to close even if the conditions (that the investor has no control over) are not met does not undermine the fact that the investor must close if the conditions are met.

The SEC’s guidance provides examples that explain the type of impermissible “control” about which the SEC is concerned — such as a condition that requires a particular market price to be met or maintained, or that gives the investor a “walk-away” right if it is not satisfied with due diligence results.  Those are only two examples, but they indicate that the impermissible level and kind of investor control from which the SEC’s concern is derived relate to the satisfaction of the condition itself (i.e., that the purchaser cannot cause a condition not to be met, such that purchaser would not actually be “irrevocably bound” to make the investment), not a potential waiver of a standard condition outside of the investor’s control if the issuer was unable to satisfy the condition.

The purchaser’s right to waive standard closing conditions and proceed with a closing notwithstanding the failure to satisfy a condition is a common market feature in PIPE agreements and fundraising transactions of all types.  There is a fundamental, qualitative difference between a

MINTZ

November 16, 2018

Page 3

closing condition that is within an investor’s discretion to control (such as satisfaction with results of due diligence) and a right to waive a closing condition that is not within an investor’s discretion to control (such as the closing of a merger). We believe that a waiver right over a closing condition does not constitute a bar to the ability of the Company to have its registration statement declared effective prior to the issuance of these shares.

*              *              *              *              *

MINTZ

November 16, 2018

Page 4

We hope that the above response will be acceptable to the Staff. Please do not hesitate to call me or William C. Hicks of this firm at (617) 542-6000 with any comments or questions regarding this letter. We thank you for your time and attention.

Sincerely,

/s/ Megan N. Gates

Megan N. Gates

cc:

Securities and Exchange Commission

Jeffrey Gabor

Suzanne Hayes

OvaScience, Inc.

Christopher A. Kroeger, M.D., M.B.A.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

William C. Hicks

Daniel Bagliebter

Cooley LLP

Miguel Vega

Harley Brown

November 15, 2018
Christopher A. Kroeger, M.D., M.B.A.
President and Chief Executive Officer
OvaScience, Inc.
9 Fourth Avenue
Waltham, MA 02451
Re:OvaScience, Inc.
Registration Statement on Form S-3
Filed November 6, 2018
File No. 333-228209
Dear Dr. Kroeger:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Form S-3 Filed November 6, 2018
General
1.It appears that Section 5 of the Stock Purchase Agreement provides that the purchaser has
the option to waive Millendo's and OvaScience's obligations.  Additionally, the
Explanatory Note in the registration statement indicating that you expect this registration
statement to become effective promptly after the closing of the post-closing financing
appears to imply a waiver of the Section 5.5 condition that the resale registration
statement shall have been declared effective by the SEC.  Therefore, it does not appear
that you have a valid exemption under Section 4(2) of the Securities Act of 1933.  You
may withdraw the registration statement and refile it once the shares are outstanding or
amend the investment agreement to remove the investors’ ability to waive any of the

 FirstName LastNameChristopher A. Kroeger, M.D., M.B.A.
 Comapany NameOvaScience, Inc.
 November 15, 2018 Page 2
 FirstName LastName
Christopher A. Kroeger, M.D., M.B.A.
OvaScience, Inc.
November 15, 2018
Page 2
closing conditions and refile your registration statement.  For guidance, refer to Securities
Act Sections Compliance & Disclosure Interpretation 139.11.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Gabor at 202-551-2544 or Suzanne Hayes at 202-551-3675 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Megan Gates, Esq.

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OvaScience, Inc.

9 Fourth Avenue

Waltham, Massachusetts 02451

November 1, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:                          OvaScience, Inc.

Registration Statement on Form S-4 File No. 333-227547

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, OvaScience, Inc. (the “Company”) hereby requests acceleration of the effective date of the Registration Statement on Form S-4 (File No. 333-227547), as amended (the “Registration Statement”), so that it may become effective at 10:00 a.m. Washington, D.C. time on November 5, 2018, or as soon as possible thereafter.

The Company hereby authorizes Megan N. Gates, Esq. of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. to orally modify or withdraw this request for acceleration.

The Company respectfully requests that it be notified of such effectiveness by a telephone call to Attorney Gates at (617) 348-4443 and that such effectiveness also be confirmed in writing. Any questions regarding this request may be addressed to Attorney Gates.

Very truly yours,

OVASCIENCE, INC.

/s/ Jonathan Gillis

Jonathan Gillis

Senior Vice President,   Finance

cc:                                OvaScience, Inc.

Christopher A. Kroeger., M.D., M.B.A., President and Chief Executive Officer

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

William C. Hicks, Esq.

Megan N. Gates, Esq.

Daniel A. Bagliebter, Esq.

Cooley, LLP

Miguel J. Vega, Esq.

Nicole Brookshire, Esq.

CORRESP
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filename1.htm

May 4, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Suzanne Hayes, Assistant Director

Re:

OvaScience, Inc.

Registration Statement on Form S-3

File No. 333-209778

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, OvaScience, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-209778) (the “Registration Statement”), so that it may become effective at 5:00 p.m. (Washington, D.C. time) on Thursday, May 5, 2016, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

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

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

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

[remainder of page intentionally left blank]

Please call William C. Hicks (617-542-6000) of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, with any comments or questions regarding this matter.

Very truly yours,

OvaScience, Inc.

By:

/s/ Jeffrey Young

Jeffrey Young

Chief Financial Officer

cc:

Securities and Exchange   Commission

Dorman   Yale

Joseph   McCann

Mail Stop 4720

March 8, 2016

Michelle Dipp , M.D., PH.D.
Chief Executive Officer and Executive Chairman
OvaScience, Inc.
9 Fourth Avenue
Waltham, M A 02451

Re: OvaScience, Inc.
  Registration Statement on Form S-3
Filed  February 26, 2016
  File No.  333-209778

Dear Dr. Dipp :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

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

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

General

1. We note that you incorporate by reference your Annual Report on Form 10 -K for the year
ended December 31, 2015.  However, the Form 10 -K incorporates by reference
information from your definitive proxy statement that has not been filed  yet.  Please note
that we will not be in a position to take your filing effective until you have amended the
Form 10 -K to include Part III information or filed the definitive proxy statement.  Please
refer to Compliance and Disclosu re Interpretations, Securities Act Forms, Question
123.01 and Regulation S -K, Question 117.05 for guidance.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Dr. Michelle  Dipp
OvaScience, Inc.
March 8, 2016
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclos ures they have made.

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

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

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

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

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

Please contact  Dorrie Yal e at 202-551-8776  or Joseph McCann at 202 -551-6262 with any
questions.

Sincerely,

 /s/ Joseph McCann for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: William C. Hicks , Esq.
      Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

July 17 , 2012

Via E -mail
Christopher Bleck
Chief Operating Officer
OvaScience, Inc.
800 Boylston Street, Suite 1555
Boston, Massachusetts 02199

Re: OvaScience, Inc.
 Registration Statement on Form 10-12G
Filed April 11, 2012
File No. 000 -54647

Dear Mr. Bleck :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jeffrey Riedler

Jeffrey Riedler
Assistant Director

cc: Lia Der Marderosian, Esq.
WilmerHale
60 State Street
Boston , MA 02109

May 8, 2012
 Via E-mail

Christopher Bleck  Chief Operating Officer  OvaScience, Inc.  800 Boylston Street, Suite 1555 Boston, Massachusetts 02199
Re: OvaScience, Inc.
 Registration Statement on Form 10-12G
Filed April 11, 2012 File No. 000-54647

Dear Mr. Bleck:
 We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            General

1. Your registration statement will automatica lly become effective and you will become a
reporting company by operation of law on J une 11, 2012. Please be advised that if you
have not resolved all material comments by that time you should c onsider withdrawing
the registration statement prior to June  11, 2012. You can re-file the registration
statement when you are in a position to res pond to and resolve any material remaining
comments.

2. We note that you have submitted an applicati on for confidential treatment relating to
certain of your exhibits.  Please be advised th at we will be performing a separate review
of this application and that th e review of your registration st atement will not be complete
until all comments concerning your confidentia l treatment request, if any, have been
cleared.

Christopher Bleck OvaScience, Inc.  May 8, 2012 Page 2

 3. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please disclose prominently in the beginning of
your registration statement that you are an emerging growth company, and revise your
registration statement to:
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that  are available to you, such as exemptions
from Section 404(b) of the Sarbanes-Oxl ey Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election under Sec tion 107(b) of the JOBS Act:
o If you have elected to opt out
 of the extended transition period for complying with
new or revised accounting standards pur suant to Section 107(b), include a
statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with new
or revised accounting standards under Sect ion 102(b)(1), provide a risk factor
explaining that this election allows you to  delay the adoption of new or revised
accounting standards that have  different effective dates for public and private
companies until those standards apply to pr ivate companies.  Please state in your
risk factor that, as a resu lt of this election, your financial statements may not be
comparable to companies that comply with public company effective dates.
 Include a similar statement in your critical accounting policy disclosures.
4. Please state expressly whether the research pe rformed at Massachusetts General Hospital
provides conclusive evidence that egg-produc ing cells exist in adult ovaries, that
precursor cells contribute to egg production in  adults, and that egg- producing cells can be
grown and matured in an environment resemb ling an ovary.  If controversy remains in
the scientific community as to these hypot heses, you should amend your disclosure to
note this and to discuss any potential ramifi cations, particularly how these uncertainties
cast doubt upon the possibility of developing AUGMENT and OvaTure.  If appropriate,
you should amend your disclosure on the first pa ge of your registration statement, in the
risk factor beginning at the bottom of pa ge 32, and wherever else you discuss this
research and its implications.
 Item 1. Business

 Overview, page 1

5. Please provide additional information about  the discovery pro cess relating to egg
precursor cells in adult mice, including the name  of the laboratory as well as the type of
testing and research that was utilized.

Christopher Bleck OvaScience, Inc.  May 8, 2012 Page 3

 6. Please describe the “subsequent research” performed by your founder and others that
confirmed the existence of egg precursor cells in human ovaries , identify the other
individuals who performed this research and state the approximate dates that this research
was initiated and concluded.
 AUGMENT, page 7

7. Please identify the independent institutional re view board that approved the protocol for
your AUGMENT study in December 2011, and the two IVF clinics where you plan to conduct the first phase of this study.

8. Please identify the database that will incl ude the results of the AUGMENT study and that
can be used to compare its results to those of other IVF clinical studies.
 Government Regulation, page 16

9. In your analysis of whether AUGMENT will qualify as a 361 HCT/P on page 21 please
state, if true, either that it has a systemic ef fect or that it is dependent upon the metabolic
activity of living cells fo r its primary function.

Item 1A. Risk Factors
 We will need substantial additional funding. If we  are unable to raise capital when needed, we
would be forced to delay, reduce or el iminate our product development program or
commercialization efforts, page 31

10. Please include in this risk factor an estimate of the expenses you will incur in completing
your AUGMENT study and in launching comm ercial activities of this product.
 Procedures such as IVF, as well as companies that manufacture and store cells and tissues, are
the subject of standards and recommendations nu national non-governmental bodies . . .,” page
40

11. Please describe in this risk  factor the voluntary guidelin es that you believe you should
either comply with or else potential ly harm your commercial prospects.
 “If we are not able to obtain, or if there are de lays in obtaining, require d regulatory approvals, we
will not be able to commercialize OvaTure or other product candidates, and our ability to
generate revenue will be materially impaired,” page 42

12. This risk factor is substantially similar to the one on pages 34- 35. Please condense these
risk factors so as to avoid a ny repetition in your disclosure.

Christopher Bleck OvaScience, Inc.  May 8, 2012 Page 4

 Item 2. Financial Information

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Stock-Based Compensation, page 70

13. Please expand your disclosure to in clude the following information:
 For the contemporaneous and retrospectives va luations used to determine fair value,
please state, if true, that the valuatio ns were prepared by a related party;

 Please describe the reverse backsolve a pproach to applying the option pricing
method, why it was the appropria te method at this stage of your development, and
disclose why you believe the most recent preferred stock financing is the best
indication of value;
 Regarding your disclosure that a liquidity event was possible in three years, please
discuss why you believe that a sale was more  likely to occur than an IPO or public
trading at December 7, 2011 considering your disclosure that in mid-to-late December your financial advisors introduced  the possibility of undertaking the filing
of a Form 10 registration statemen t to become a public company; and

 Continue to update your disclosure for al l equity related tran sactions through the
effectiveness date of th e registration statement.
 Item 4. Security Ownership of Certain Be neficial Owners and Management, page 80

14. Please identify the individual(s) with voting an d/or dispositive power  over the shares of
your common stock held by en tities affiliated with BBT Capital Management Advisors
LLC.
 Item 15. Financial Statements

 9.  License Agreements, page F-18

15. Please revise your disclosure to explain why you classified the reimbursement of patent
and related costs incurred by MGH of $336,000 for licensed patents as a general and
administrative expense and not research and development.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Christopher Bleck OvaScience, Inc.  May 8, 2012 Page 5

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact Keira Ino at (202) 551-3659 or Donald Abbott at (202) 551-3608 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Scot Foley at (202) 551-3383 or me at (202) 551-3715 with any other questions.

Sincerely,
   /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director
  cc: Lia Der Marderosian, Esq.
WilmerHale
60 State Street Boston, MA 02109