SecProbe.io

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 April 21, 2025

Greg Zante
Chief Financial Officer
Viking Therapeutics, Inc.
9920 Pacific Heights Blvd, Suite 350
San Diego, California 92121

 Re: Viking Therapeutics, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-37355
Dear Greg Zante:

 We have completed our review of your filings. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
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 Viking Therapeutics, Inc. 9920 Pacific Heights Blvd, Suite 350 San Diego, CA 92121 858-704-4660   April 8, 2025   VIA EDGAR   U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549   Attention: Eric Atallah Kevin Kuhar   Re: Viking Therapeutics, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-37355   Ladies and Gentlemen:   This letter responds to the comments of the Staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) to Greg Zante, Chief Financial Officer of Viking Therapeutics, Inc., a Delaware corporation (the “ Company ”), in the comment letter dated March 31, 2025 (the “ Comment Letter ”) relating to the Company’s Annual Report on Form 10-K (File No. 001-37355) for the fiscal year ended December 31, 2024 filed with the Commission on February 26, 2025.   Set forth below are the Staff’s comments (in bold italics) and the Company’s responses to each comment, organized as set forth in the Comment Letter.   Form 10-K for Fiscal Year Ended December 31, 2024   Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations   Research and Development Expenses, page 65   1. We note from the disclosures on page 5 that you have four programs in various stages of development. Please provide disclosures to be included in future filings that disclose the costs incurred during each period presented for each of your key research and development programs separately. If you do not track your research and development costs by program, revise to disclose that fact and explain why you do not maintain and evaluate research and development costs by program. For amounts that are not tracked by program, provide a break down by nature or type of research and development expenses incurred which should reconcile to total research and development expense on the Statements of Operations.   The Company respectfully advises the Staff that it does not track its research and development costs by program but rather only by external and internal development costs, because it manages its research and development efforts dynamically, taking into account large unmet medical need, scientific data, probability of technical and regulatory success and other considerations. The Company will include in its

 future filings disclosures consistent with the foregoing. In addition, the Company respectfully advises the Staff that it will provide in its future filings a break down by nature or type of research and development expenses incurred (specifically, internal development costs and external development costs) which will reconcile to total research and development expense on the Statements of Operations.   General and Administrative Expenses, page 66   2. We note your discussion of the changes in general and administrative expenses cites multiple factors without any quantification of the individual factors. Please provide disclosures to be included in future filings to quantify the impact of each material contributing factor and explain the reasons driving these changes. Refer to Item 303 (a) to (c) of Regulation S-K for guidance.   The Company respectfully advises the Staff that, as required by Item 303(a) to (c) of Regulation S-K, it will include in its discussion of changes in research and development expenses and general and administrative expenses in future filings disclosures that quantify the impact of each material contributing factor and explain the reasons driving the changes.   We appreciate the time that you have taken to review our public filings. Please contact me if you have any further comments or need additional information with respect to the filing. The Company’s future filings will reflect the responses set forth in this letter, as applicable.   Thank you for your assistance. Sincerely,   Viking Therapeutics, Inc.

 By: /s/ Greg Zante

 Name: Greg Zante Title: Chief Financial Officer   cc: Steve Rapattoni, Marcum LLP Jeffrey T. Hartlin, Paul Hastings LLP Samantha H. Eldredge, Paul Hastings LLP

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<TEXT>
 March 31, 2025

Greg Zante
Chief Financial Officer
Viking Therapeutics, Inc.
9920 Pacific Heights Blvd, Suite 350
San Diego, California 92121

 Re: Viking Therapeutics, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-37355
Dear Greg Zante:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Research and Development Expenses, page 65

1. We note from the disclosures on page 5 that you have four programs in
various stages
 of development. Please provide disclosures to be included in future
filings that
 disclose the costs incurred during each period presented for each of
your key research
 and development programs separately. If you do not track your research
and
 development costs by program, revise to disclose that fact and explain
why you do not
 maintain and evaluate research and development costs by program. For
amounts that
 are not tracked by program, provide a break down by nature or type of
research and
 development expenses incurred which should reconcile to total research
and
 development expense on the Statements of Operations.
 March 31, 2025
Page 2

General and Administrative Expenses, page 66

2. We note your discussion of the changes in general and administrative
expenses cites
 multiple factors without any quantification of the individual factors.
Please provide
 disclosures to be included in future filings to quantify the impact of
each material
 contributing factor and explain the reasons driving these changes. Refer
to Item 303
 (a) to (c) of Regulation S-K for guidance.
 In closing, 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 Eric Atallah at 202-551-3663 or Kevin Kuhar at
202-551-3662 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
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12340 El Camino Real, Suite 250

San Diego, CA 92130

August 5, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Attention: Jessica Ansart

100 F Street, N.E.

Washington, D.C. 20549

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-3

Filed July 28, 2021

File No. 333-258231

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Viking Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-258231) of the Registrant (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on July 28, 2021, be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on August 11, 2021 or as soon thereafter as may be practicable.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Samantha H. Eldredge of Paul Hastings LLP, by telephone at (650) 320-1838 or by email at samanthaeldredge@paulhastings.com. The Registrant hereby authorizes Ms. Eldredge to orally modify or withdraw this request for acceleration.

Sincerely,

VIKING THERAPEUTICS, INC.

By:

/s/ Brian Lian, Ph.D.

Brian Lian, Ph.D.

President and Chief Executive Officer

cc:Samantha H. Eldredge, Esq. (Paul Hastings LLP)

United States securities and exchange commission logo
August 2, 2021
Brian Lian, Ph.D.
President and Chief Executive Officer
Viking Therapeutics, Inc.
12340 El Camino Real, Suite 250
San Diego, CA 92130
Re:Viking Therapeutics, Inc.
Registration Statement on Form S-3
Filed July 28, 2021
File No. 333-258231
Dear Dr. Lian:
            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:       Samantha Eldredge

July 17, 2018
Brian Lian
President and Chief Executive Officer
Viking Therapeutics, Inc.
12340 El Camino Real, Suite 250
San Diego, CA 92130
Re:Viking Therapeutics, Inc.
Registration Statement on Form S-3
Filed on July 11, 2018
File No. 333-226133
Dear Dr. Lian:
            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 Abigail Jacobs at 202-551-2909 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jeff Hartlin

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12340 El Camino Real, Suite 250

San Diego, CA 92130

July 17, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

Attention: Abigail Jacobs or Erin Jaskot

100 F Street, N.E.

Washington, D.C. 20549

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-3

Filed July 11, 2018

File No. 333-226133

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Viking Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-226133) of the Registrant (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on July 11, 2018, be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on July 19, 2018 or as soon thereafter as may be practicable. As of the date hereof, there is no managing or principal underwriter for any of the Registrant’s securities that may be offered pursuant to the Registration Statement. Future managing or principal underwriters, if any, will be identified in a prospectus supplement to the Registration Statement at the time of offering.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com. The Registrant hereby authorizes Mr. Hartlin to orally modify or withdraw this request for acceleration.

Sincerely,

VIKING THERAPEUTICS, INC.

By:

/s/ Brian Lian, Ph.D.

Brian Lian, Ph.D.

President and Chief Executive Officer

cc:Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

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Viking Therapeutics, Inc.

12340 El Camino Real, Suite 250

San Diego, CA 92130

January 11, 2018

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-1, as amended

Initially Filed December 20, 2017

File No. 333-222202

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Viking Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-222202) of the Registrant, as amended (the “Registration Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2017, be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on January 16, 2018 or as soon thereafter as may be practicable. There are no underwriters for this proposed offering, which is an offering of the Registrant’s common stock by the selling stockholders.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com. The Registrant hereby authorizes Mr. Hartlin to orally modify or withdraw this request for acceleration.

Sincerely,

VIKING THERAPEUTICS, INC.

By:

/s/ Brian Lian, Ph.D.

Brian Lian, Ph.D.

President and Chief Executive Officer

cc:Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

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Viking Therapeutics, Inc.

12340 El Camino Real, Suite 250

San Diego, CA 92130

January 3, 2018

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-1

Filed December 20, 2017

File No. 333-222202

Ladies and Gentlemen:

Reference is hereby made to the letter submitted via EDGAR by Viking Therapeutics, Inc. (the “Registrant”), dated December 29, 2017 (the “Acceleration Request”), which requested that the Registrant’s Registration Statement on Form S-1 (File No. 333-222202) be declared effective at 4:30 p.m., Eastern Time, on January 3, 2018, or as soon thereafter as practicable.  The Registrant hereby requests withdrawal of the Acceleration Request.

Thank you for your assistance. Should you have any questions, please contact our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com.

Sincerely,

VIKING THERAPEUTICS, INC.

By:

/s/ Brian Lian, Ph.D.

Brian Lian, Ph.D.

President and Chief Executive Officer

cc:Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

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Viking Therapeutics, Inc.

12340 El Camino Real, Suite 250

San Diego, CA 92130

December 29, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-1

Filed December 20, 2017

File No. 333-222202

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Viking Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-222202) of the Registrant (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2017, be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on January 3, 2018 or as soon thereafter as may be practicable. There are no underwriters for this proposed offering, which is an offering of the Registrant’s common stock by the selling stockholders.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com. The Registrant hereby authorizes Mr. Hartlin to orally modify or withdraw this request for acceleration.

Sincerely,

VIKING THERAPEUTICS, INC.

By:

/s/ Brian Lian, Ph.D.

Brian Lian, Ph.D.

President and Chief Executive Officer

cc:Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

December 28, 2017
Brian Lian, Ph.D.
President and Chief Executive Officer
Viking Therapeutics, Inc.
12340 El Camino Real, Suite 250
San Diego, CA 92130
Viking Therapeutics, Inc.
Registration Statement on Form S-1
Filed December 20, 2017
File No. 333-222202Re:
Dear Dr. Lian:
            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.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Jeff Hartlin

October 24, 2017
Brian Lian, Ph.D.
Chief Executive Officer
Viking Therapeutics, Inc.
12340 El Camino Real, Suite 250
San Diego, CA 92130
Viking Therapeutics, Inc.
Registration Statement on Form S-1
Filed October 17, 2017
File No. 333-220992Re:
Dear Mr. Lian:
            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 Ada D. Sarmento at (202) 551-3798 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Jeff Hartlin, Esq.

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Viking Therapeutics, Inc.

12340 El Camino Real, Suite 250

San Diego, CA 92130

October 24, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-1

Filed October 17, 2017

File No. 333-220992

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Viking Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-220992) of the Registrant (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on October 17, 2017, be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on October 26, 2017 or as soon thereafter as may be practicable.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com. The Registrant hereby authorizes Mr. Hartlin to orally modify or withdraw this request for acceleration.

Sincerely,

VIKING THERAPEUTICS, INC.

By:

/s/ Brian Lian, Ph.D.

Brian Lian, Ph.D.

President and Chief Executive Officer

cc:Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

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12340 El Camino Real, Suite 250

San Diego, CA 92130

March 22, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-3

Filed February 14, 2017

File No. 333-216063

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Viking Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-216063) of the Registrant (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2017, be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on March 24, 2017 or as soon thereafter as may be practicable. There are no underwriters for this proposed offering, which is an offering of the Registrant’s common stock by the selling stockholders.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com.

Sincerely,

VIKING THERAPEUTICS, INC.

By:

/s/ Brian Lian, Ph.D.

Brian Lian, Ph.D.

President and Chief Executive Officer

cc:Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

Mail Stop 4546
February 21, 2017

Brian Lian, Ph.D.
President and Chief Executive Officer
Viking  Therapeutics , Inc.
12340 El Camino Real, Suite 250
San Diego, CA 92130

Re: Viking  Therapeutics , Inc.
  Registration Statement on Form S-3
Filed  February 14 , 2017
  File No.  333-216063

Dear Dr. Lian :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Christine Westbrook  at (202) 551 -5019  with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Jeffrey T. Hartlin , Esq.
 Paul Hastings  LLP

Mail Stop 4546

 September 16, 2016

Brian Lian, Ph.D.
President and Chief Executive Officer
Viking Therapeutics, Inc.
12340 El Camino Real, Suite 250
San Diego, CA 92130

Re: Viking Therapeutics, Inc.
  Registration Statement on Form S-1
Filed  September 2, 2016
  File No.  333-213496

Dear Dr. Lian :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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

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

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

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

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

Brian Lian, Ph.D.
Viking Therapeutics, Inc.
September 16, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Jeffrey Gabor at (202) 551 -2544  with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Jeffrey T. Hartlin, Esq.
 Paul Hastings LLP

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12340 El Camino Real, Suite 250

San Diego, CA 92130

September 19, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director, Office of Healthcare and Insurance

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-1

Registration No. 333-213496

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Viking Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-213496) of the Registrant (as amended, the “Registration Statement”), be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on September 21, 2016 or as soon thereafter as may be practicable.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges that:

·

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

·

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 filing; and

·

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.

The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Paul Hastings LLP, by calling Jeffrey T. Hartlin at (650) 320-1804. The Company hereby authorizes Mr. Hartlin to orally modify or withdraw this request for acceleration.

Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Hartlin via email to jeffhartlin@paulhastings.com or facsimile to (650) 320-1904 and via mail c/o Paul Hastings LLP, 1117 S. California Avenue, Palo Alto, CA 94304.

Sincerely,

VIKING THERAPEUTICS, INC.

By: /s/ Brian Lian, Ph.D.

Brian Lian, Ph.D.

President and Chief Executive Officer

cc:Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

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12340 El Camino Real, Suite 250

San Diego, CA 92130

July 22, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Suzanne Hayes, Assistant Director, Office of Healthcare and Insurance

Mary Beth Breslin

Christina Thomas

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-3

File No. 333-212134

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Viking Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-212134) of the Registrant (the “Registration Statement”) be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on July 26, 2016 or as soon thereafter as may be practicable. As of the date above, there is no managing or principal underwriter for any of the Company’s securities that may be offered pursuant to the Registration Statement. Future managing or principal underwriters, if any, will be identified in a prospectus supplement to the Registration Statement at the time of offering.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges that:

·

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

·

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 filing; and

·

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.

The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Paul Hastings LLP, by calling Jeffrey T. Hartlin at (650) 320-1804. The Company hereby authorizes Mr. Hartlin to orally modify or withdraw this request for acceleration.

Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Hartlin via email to jeffhartlin@paulhastings.com or facsimile to (650) 320-1904 and via mail c/o Paul Hastings LLP, 1117 S. California Avenue, Palo Alto, CA 94304.

Sincerely,

VIKING THERAPEUTICS, INC.

By:

/s/ Brian Lian, Ph.D.

Brian Lian, Ph.D.

President and Chief Executive Officer

cc:Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

CORRESP
1
filename1.htm

vktx-corresp_20160714.htm

1(650) 320-1804

jeffhartlin@paulhastings.com

79891.00005

July 15, 2016

Via edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 4720

Washington, DC 20549

Attention:

Suzanne Hayes, Assistant Director, Office of Healthcare and Insurance

Mary Beth Breslin

Christina Thomas

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-3

Filed June 20, 2016

File No. 333-212134

Ladies and Gentlemen:

On behalf of Viking Therapeutics, Inc., a Delaware corporation (the “Company”), we submit this letter in response to the comments from the staff of the Securities and Exchange Commission (the “Commission”) received by letter from the staff of the Commission (the “Staff”) dated July 14, 2016 (the “Staff Letter”) relating to the Company’s Registration Statement on Form S-3 (File No. 333-212134) (the “Registration Statement”) filed with the Commission on June 20, 2016.

In this letter we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

General

1.

Please be advised that we will not be in a position to accelerate the effective date of this registration statement until we resolve any issues concerning your pending confidential treatment request.

The Company acknowledges the Staff's comment and will await processing of the Company's confidential treatment request.

Plan of Distribution, page S-11

2.

Your disclosure of the plan of distribution of the securities covered by the prospectus supplement included in this registration statement states that sales may be made:

…by any method permitted by law deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Capital Market, the existing trading market for our common stock, sales made to

U.S. Securities and Exchange Commission
July 15, 2016
Page 2

or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions.

Please tell us whether sales made to or through a market maker or sales made in privately-negotiated transactions satisfy the “at the market offering” definition under Rule 415. If any sales method does not constitute a sales method that is deemed to be an “at the market offering” as defined in Rule 415 or if any material information with respect to a particular offering has been omitted, please confirm that you will file an additional prospectus supplement at the time of such sales or tell us why such additional filing would not be necessary.

The Company acknowledges the Staff’s comment and confirms that sales made to or through a market maker or sales made in privately-negotiated transactions do not satisfy the “at the market offering” definition under Rule 415.  The Company further confirms that, if any sale method employed by the Company does not constitute a sales method that is deemed to be an “at the market offering” as defined in Rule 415, or if any material information with respect to a particular offering has been omitted from the prospectus supplement included in the Registration Statement, the Company will file an additional prospectus supplement at the time of such sale.

*****

Please direct your questions or comments regarding the response to the undersigned at (650) 320-1804; jeffhartlin@paulhastings.com.

Thank you for your assistance.

Very truly yours,

/s/ Jeffrey T. Hartlin

Jeffrey T. Hartlin

of Paul Hastings LLP

cc:Brian Lian, Ph.D., Viking Therapeutics, Inc.

Mail Stop 4720
July 14, 2016

Brian Lian, Ph.D.
President and Chief Executive Officer
Viking Therapeutics, Inc.
12340 El Camino Real, Suite 250
San Diego, CA 92130

Re: Viking Therapeutics, Inc.
  Registration Statement on Form S-3
Filed  June 20, 2016
  File No.  333-212134

Dear Dr. Lian :

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

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

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

General

1. Please be advised that we will not be in a position to accelerate the effective date of this
registration statement until we resolve any issues concerning your pending confidential
treatment request.

Plan of Distribution, page S -11

2. Your disclosure of the plan of distribution of the securities covered by the prospectus
supplement included in this registration statement states that sales may be made:

…by any method permitted by law deemed to be an “at -the-market” equity offering as
defined in Rule 415 promulgated under the Securities Act, including sales made directly
on or through the Nasdaq Capital Market, the existing trading market for our common

Brian Lian, Ph.D.
Viking Therapeutics, Inc.
July 14, 2016
Page 2

 stock, sales made to or through a market maker other than on  an exchange or otherwise,
in negotiated transactions at market prices prevailing at the time of sale or at prices
related to such prevailing market prices, and/or any other method permitted by law,
including in privately negotiated transactions.

Please tell us whether sales made to or through a market maker or sales made in privately -
negotiated transactions satisfy the “at the market offering” definition under Rule 415.  If any
sales method does not constitute a sales method that is deemed to be an “at t he market
offering” as defined in Rule 415 or if any material information with respect to a particular
offering has been omitted, please confirm that you will file an additional prospectus
supplement at the time of such sales or tell us why such additional  filing would not be
necessary.

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

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

Brian Lian, Ph.D.
Viking Therapeutics, Inc.
July 14, 2016
Page 3

Please contact Christin a Thomas  at (202) 551 -3577 or Mary Beth Breslin  at (202) 551 -
3625 with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Jeffrey T. Hartlin, Esq.
 Paul Hastings LLP

CORRESP
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CORRESP

 12340 El Camino Real, Suite 250

San Diego, CA 92130

 April 6, 2016

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Suzanne Hayes, Assistant Director, Office of Healthcare and Insurance

Alla Berenshteyn

Amy Reischauer

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-1

Registration No. 333-208182

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Viking Therapeutics, Inc. (the
“Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-208182) of the Registrant (as amended, the “Registration Statement”),
be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on April 7, 2016 or as soon thereafter as may be practicable.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges that:

•

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

•

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 filing; and

•

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.

 The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone
call to our counsel, Paul Hastings LLP, by calling Jeffrey T. Hartlin at (650) 320-1804. The Company hereby authorizes Mr. Hartlin to orally modify or withdraw this request for acceleration.

Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Hartlin via email to
jeffhartlin@paulhastings.com or facsimile to (650) 320-1904 and via mail c/o Paul Hastings LLP, 1117 S. California Avenue, Palo Alto, CA 94304.

Sincerely,

VIKING THERAPEUTICS, INC.

By:

 /s/ Brian Lian, Ph.D.

Brian Lian, Ph.D.

President and Chief Executive Officer

cc:
Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

CORRESP
1
filename1.htm

CORRESP

 April 6, 2016

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Viking Therapeutics, Inc.

 Registration Statement on Form S-1

Registration No. 333-208182

 Ladies
and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, Maxim Group LLC, as representative of several underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Washington D.C. time, on
April 7, 2016, or as soon thereafter as practicable.

 The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the
Securities Act of 1933:

(i)
Date of preliminary prospectus: March 25, 2016;

(ii)
Dates of distribution: March 28, 2016 – March 31, 2016;

(iii)
Number of prospective underwriters to whom the preliminary prospectus was furnished: 10;

(iv)
Number of prospectuses so distributed: electronic 273, print 8.

(i)
Date of preliminary prospectus: April 1, 2016;

(ii)
Dates of distribution: April 1, 2016;

(iii)
Number of prospective underwriters to whom the preliminary prospectus was furnished: 10;

(iv)
Number of prospectuses so distributed: electronic 386, print 15.

 The undersigned confirms that it has
complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

 [Signature Page Follows]

MAXIM GROUP, LLC

By:

 /s/ Clifford A. Teller

Name:

Clifford A. Teller

Its:

Executive Managing Director

Head of Investment Banking

CORRESP
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CORRESP

 1(650) 320-1804

jeffhartlin@paulhastings.com

79891.00003

 April 4, 2016

 VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

 Mail Stop
4720

 Washington, DC 20549

Attention:

Suzanne Hayes, Assistant Director, Office of Healthcare and Insurance

Alla Berenshteyn

Amy Reischauer

Re:
Viking Therapeutics, Inc.

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

 Filed April 4, 2016

File No. 333-208182

Ladies and Gentlemen:

 On
behalf of Viking Therapeutics, Inc., a Delaware corporation (the “Company”), we submit this letter to the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) to inform you that the Company filed Amendment No. 4 (“Amendment No. 4”) to its Registration Statement on Form S-1 (File No. 333-208182) (the “Registration
Statement”) on April 4, 2016. For the convenience of the Staff, we are providing by overnight delivery a courtesy package that includes: (1) three copies of Amendment No. 4 as filed with the Commission, marked to show the
changes from Amendment No. 3 to the Registration Statement as filed with the Commission on April 1, 2016, and (2) one copy of the exhibits filed with Amendment No. 4.

*****

 Please direct your
questions or comments regarding the response or Amendment No. 4 to the undersigned at (650) 320-1804; jeffhartlin@paulhastings.com.

Thank you for your assistance.

Very truly yours,

 /s/ Jeffrey
T. Hartlin

 Jeffrey T. Hartlin

of PAUL HASTINGS LLP

cc:
Brian Lian, Ph.D., Viking Therapeutics, Inc.

CORRESP
1
filename1.htm

CORRESP

 April 1, 2016

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Viking Therapeutics, Inc.

 Registration Statement on Form S-1

Registration No. 333-208182

 Ladies
and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, Maxim Group LLC, as representative of several underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Washington D.C. time, on
April 5, 2016, or as soon thereafter as practicable.

 The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the
Securities Act of 1933:

(i)
Date of preliminary prospectus: March 25, 2016;

(ii)
Dates of distribution: March 28, 2016 – March 31, 2016;

(iii)
Number of prospective underwriters to whom the preliminary prospectus was furnished: 10;

(iv)
Number of prospectuses so distributed: electronic 273, print 8.

(i)
Date of preliminary prospectus: April 1, 2016;

(ii)
Dates of distribution: April 1, 2016;

(iii)
Number of prospective underwriters to whom the preliminary prospectus was furnished: 10;

(iv)
Number of prospectuses so distributed: electronic 343, print 8.

 The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

 [Signature Page Follows]

MAXIM GROUP, LLC

By:

 /s/ Clifford A. Teller

Name:

Clifford A. Teller

Its:

Executive Managing Director

Head of Investment Banking

CORRESP
1
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CORRESP

 12340 El Camino Real, Suite 250

San Diego, CA 92130

 April 1, 2016

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Suzanne Hayes, Assistant Director, Office of Healthcare and Insurance

Alla Berenshteyn

Amy Reischauer

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-1

Registration No. 333-208182

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Viking Therapeutics, Inc. (the
“Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-208182) of the Registrant (as amended, the “Registration Statement”),
be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on April 5, 2016 or as soon thereafter as may be practicable.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges that:

•

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

•

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 filing; and

•

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.

 The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone
call to our counsel, Paul Hastings LLP, by calling Jeffrey T. Hartlin at (650) 320-1804. The Company hereby authorizes Mr. Hartlin to orally modify or withdraw this request for acceleration.

Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Hartlin via email to
jeffhartlin@paulhastings.com or facsimile to (650) 320-1904 and via mail c/o Paul Hastings LLP, 1117 S. California Avenue, Palo Alto, CA 94304.

Sincerely,

VIKING THERAPEUTICS, INC.

By:

 /s/ Brian Lian, Ph.D.

Brian Lian, Ph.D.

President and Chief Executive Officer

cc:
Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

CORRESP
1
filename1.htm

CORRESP

 1(650) 320-1804

jeffhartlin@paulhastings.com

March 31, 2016

79891.00003

 VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Mail Stop 4720

Washington, DC 20549

Attention:

 Suzanne Hayes, Assistant Director, Office of Healthcare and Insurance

Alla Berenshteyn

 Amy Reischauer

Re:

 Viking Therapeutics, Inc.

Registration Statement on Form S-1 – Amendment No. 3

Filed April 1, 2016

 File No.
333-208182

 Ladies and Gentlemen:

 On
behalf of Viking Therapeutics, Inc., a Delaware corporation (the “Company”), we submit this letter to the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) to inform you that the Company filed Amendment No. 3 (“Amendment No. 3”) to its Registration Statement on Form S-1 (File No. 333-208182) (the “Registration
Statement”) on April 1, 2016. For the convenience of the Staff, we are providing by overnight delivery a courtesy package that includes: (1) three copies of Amendment No. 3 as filed with the Commission, marked to show the changes from
Amendment No. 2 to the Registration Statement as filed with the Commission on March 25, 2016, and (2) one copy of the exhibits filed with Amendment No. 3.

*****

 Please direct your questions or comments
regarding Amendment No. 3 to the undersigned at (650) 320-1804; jeffhartlin@paulhastings.com.

 Thank you for your assistance.

Very truly yours,

 /s/ Jeffrey T. Hartlin

Jeffrey T. Hartlin

 of PAUL HASTINGS LLP

cc:
Brian Lian, Ph.D., Viking Therapeutics, Inc.

 Paul Hastings LLP  |  1117 S. California Avenue  |  Palo Alto, California 94304

t: +1.650.320.1800  |  www.paulhastings.com

CORRESP
1
filename1.htm

CORRESP

 1(650) 320-1804

jeffhartlin@paulhastings.com

79891.00003

March 25, 2016

 VIA EDGAR AND OVERNIGHT DELIVERY

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Mail Stop 4720

 Washington, DC 20549

Attention:

Suzanne Hayes, Assistant Director, Office of Healthcare and Insurance

Alla Berenshteyn

Amy Reischauer

Re:

Viking Therapeutics, Inc.

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

Filed March 25, 2016

File No. 333-208182

 Ladies and Gentlemen:

 On
behalf of Viking Therapeutics, Inc., a Delaware corporation (the “Company”), we submit this letter to the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) to inform you that the Company filed Amendment No. 2 (“Amendment No. 2”) to its Registration Statement on Form S-1 (File No. 333-208182) (the
“Registration Statement”) on March 25, 2016. For the convenience of the Staff, we are providing by overnight delivery a courtesy package that includes: (1) three copies of Amendment No. 2 as filed with the
Commission, marked to show the changes from Amendment No. 1 to the Registration Statement as filed with the Commission on March 8, 2016, and (2) one copy of the exhibit filed with Amendment No. 2.

*****

 Please direct your questions or comments
regarding the response or Amendment No. 2 to the undersigned at (650) 320-1804; jeffhartlin@paulhastings.com.

 Thank you for your assistance.

 Very truly yours,

 /s/ Jeffrey T. Hartlin

Jeffrey T. Hartlin

 of PAUL HASTINGS LLP

cc:

 Brian Lian, Ph.D., Viking Therapeutics, Inc.

CORRESP
1
filename1.htm

CORRESP

 1(650) 320-1804

jeffhartlin@paulhastings.com

 79891.00003

March 8, 2016

 VIA EDGAR AND OVERNIGHT DELIVERY

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Mail Stop 4720

Washington, DC 20549

Attention:

 Suzanne Hayes, Assistant Director, Office of Healthcare and Insurance

Alla Berenshteyn

 Amy Reischauer

Re:
Viking Therapeutics, Inc.

 Registration Statement on Form S-1

Filed November 24, 2015

File No. 333-208182

 Ladies and
Gentlemen:

 On behalf of Viking Therapeutics, Inc., a Delaware corporation (the “Company”), we submit this letter in response to
the comment from the staff of the Securities and Exchange Commission (the “Commission”) received by letter from the staff of the Commission (the “Staff”) dated December 9, 2015 (the “Staff
Letter”) relating to the Company’s Registration Statement on Form S-1 (File No. 333-208182) (the “Registration Statement”) filed with the Commission on November 24, 2015.

The Company is concurrently filing via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”). The Registration
Statement has been revised to reflect the Company’s response to the Staff Letter. For the convenience of the Staff, we are providing by overnight delivery a courtesy package that includes three copies of this letter and three copies of
Amendment No. 1 marked to show the changes from the initially filed Registration Statement.

 In this letter we have recited the comment from the Staff in
italicized, bold type and have followed the comment with the Company’s response thereto.

 General

1.
Please identify the lead underwriter(s) on the prospectus cover page. Please note that we may defer further review of any amendment to your registration statement that does not include the name(s) of the lead
underwriter(s).

 The Company advises the Staff that Maxim Group LLC will be acting as the lead underwriter for the
Company’s proposed offering. In response to the Staff’s comment, the Company has revised the prospectus cover page and other applicable sections of the Registration Statement to identify Maxim Group LLC as the lead underwriter, as well as
to identify FBR Capital Markets & Co. as an additional underwriter, for the Company’s proposed offering.

 Paul Hastings
LLP  |   1117 S. California Avenue  |   Palo Alto, California 94304

 t:
+1.650.320.1800  |   www.paulhastings.com

 U.S. Securities and Exchange Commission

March 8, 2016

  Page
 2

 *****

Please direct your questions or comments regarding the response or Amendment No. 1 to the undersigned at (650) 320-1804; jeffhartlin@paulhastings.com.

Thank you for your assistance.

 Very truly yours,

/s/ Jeffrey T. Hartlin

 Jeffrey T. Hartlin

of PAUL HASTINGS LLP

cc:
Brian Lian, Ph.D., Viking Therapeutics, Inc.

Mail Stop 4720
 December 9,  2015

Via E -mail
Brian Lian, Ph.D.
President and Chief Executive  Officer
Viking Therapeutics, Inc.
12340 El Camino Real, Suite 250
San Diego, CA 92130

Re: Viking  Therapeutics, Inc.
  Registration Statement on Form S -1
Filed November 23 , 2015
  File No. 333-208182

Dear Dr. Lian :

We have limited our review of you r registration statement to the issue  we have addressed
in our comment .

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

General

1. Please identify the lead underwriter(s) on the prospectus cover page. Please note that we
may defer further review of any amendment to your registration statement that does not
include the name (s) of the lead underwriter (s).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that t he filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures 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;

Brian Lian, Ph.D.
Viking Therapeutics, Inc.
December 9 , 2015
Page 2

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

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public 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 Alla Berenshteyn  at (202) 551 -4325 , Amy Reischauer  at (202) 551 -3793,
or me at (202) 551 -3675  with any questions .

Sincerely,

 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
        Office of Healthcare and Insurance

CORRESP
1
filename1.htm

Acceleration Request

 LAIDLAW & COMPANY (UK) LTD.

546 Fifth Avenue, 5th Floor

New York, New York 10036

April 22, 2015

 VIA
EDGAR

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention: Jeffrey
Riedler, Assistant Director

Re:
Viking Therapeutics, Inc. (the “Company”)

File No. 333-197182

Registration Statement on Form S-1

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), we, the representative of the several underwriters (the “Representative”), hereby join in the request of the Company that the effective time of the above-referenced Registration Statement be
accelerated so that it will be declared effective at 4:30p.m. Eastern Time on April 28, 2015, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please be advised that through the date hereof, the preliminary prospectus, dated April 9,
2015 and the preliminary prospectus, dated April 22, 2015, was distributed approximately as follows:

 Sent to Underwriters:

2

 Sent to Dealers:

1

 Sent to Institutional Investors:

375

 Sent to Others:

975

 Total:

1,353

 The Representative confirms on behalf of itself and the several underwriters that they have complied and will
continue to comply with the requirements of Rule 15c2-8 promulgated under of the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

LAIDLAW & COMPANY (UK) LTD.

as representative of the underwriters

By:

/s/ Hugh Regan

Name: Hugh Regan

Title: Executive Director

CORRESP
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Acceleration Request

 11119 North Torrey Pines Road, Suite 50

San Diego, CA 92037

 April 22, 2015

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Jeffrey Riedler,
Assistant Director

Re:

Viking Therapeutics, Inc.

Registration Statement on Form S-1

Registration No. 333-197182

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Viking Therapeutics, Inc. (the
“Registrant”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-197182) of the Registrant (as amended, the “Registration Statement”)
be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on April 28, 2015 or as soon thereafter as may be practicable.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges that:

•

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

•

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 filing; and

•

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.

 The undersigned respectfully requests that it be notified of the effectiveness of the
Registration Statement by telephone call to our counsel, Paul Hastings LLP, by calling Jeffrey T. Hartlin at (650) 320-1804. The Company hereby authorizes Mr. Hartlin to orally modify or withdraw this request for acceleration.

Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Hartlin via email to
jeffhartlin@paulhastings.com or facsimile to (650) 320-1904 and via mail c/o Paul Hastings LLP, 1117 S. California Avenue, Palo Alto, CA 94304.

Sincerely,

VIKING THERAPEUTICS, INC.

By:

 /s/ Brian Lian, Ph.D.

Brian Lian, Ph.D

President and Chief Executive Officer

cc:
Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

March 27 , 2015

Via E -mail
Brian Lian, Ph.D.
President and Chief Executive Officer
Viking Therapeutics, Inc.
11119 North Torrey Pines Road, Suite 50
San Diego, CA 92037

Re: Viking Therapeutics, Inc.
Amendment No. 4 to Registration Statement on Form S -1
Filed March 2, 2015
  File No. 333 -197182

Dear Dr. Lian:

We have reviewed  your amend ed registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your fac ts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

Prospectus Summary
Our Product Pipeline, page 4

1. We note that you have not yet identified product candidates for your EPOR and DGSAT -
1 programs focusing on anemia and obesity dyslipidemia, respectively.   In light of the
early stage of developmen t with respect to these products, please remove them from the
pipeline table here and at page 82 of the prospectus.

2. We note that your pipeline table includes a column with the heading “future
development, licensing opportunities.”  Please revise your disc losure with respect to your
pipeline to specify which product candidates this statement applies to and how
development of these products differs from the other candidates you identify.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
March 27, 2015
Page 2

 3. Please revise your pipeline table to indicate that when you plan to c ommence Phase 2A
trials of VK2809 for Dyslipidemia and NASH.  In this regard, we note your disclosure on
page 1 that pending sufficient funding, you plan to initiate a Phase 2 trial of VK2809 in
hypercholesterolemia in 2015.

4. Please also revise your pipeli ne table to indicate that initiation of Phase 2B or drug -drug
interaction studies for VK0612 are contingent upon your receipt of additional funding.

Use of Proceeds, page 55

5. Please revise your use of proceeds discussion to separately allocate the proceed s you
intend to use for the development of VK0612, your EPOR program for anemia and the
DGAt -1 inhibitor program.  Please also indicate how far the proceeds from the offering
will you to proceed with respect to the continued development of VK0612.

Busines s, page 80

6. Please revise your disclosure to indicate when the clinical trials for your product
candidates occurred.

7. Please expand your disclosure in the appropriate part of your Business section to describe
the material terms of your collaboration with the Academic Medical Center at the
University of Amsterdam with respect to VK2809 and VK0214 including the parties’
rights and obligations, duration of the agreement, termination provisions and any
payment provisions.

8. Please confirm that the research services agreement filed as Exhibit 10.29 reflects your
collaboration with Academic Medical Center at the University  of Amsterdam.  In this
respect, we note that the research services agreement includes reference to “statements of
work” which outline the rights and obligations of the parties to the agreement and certain
payment terms.  However, these statements of work do not appear to have been filed with
the research services agreement or otherwise filed as an exhibit to the registration
statement.  Accordingly, please file any such statements of work describing your
collaboration with the University of Amsterdam.

VK5 211: A Selective Androgen Receptor Modulator (SARM) for Hip Fracture, page 83

9. We note your disclosure that the initial Phase 1 clinical trial for VK5211 reflected
statistically significant increases in lean muscle mass.  Please disclosure the p -value and
what p -value in this context indicates about the statistical significance of your results.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
March 27, 2015
Page 3

 Principal Stockholders, page 146

10. Please update your principal stockholder table so that it is as of the most recent
practicable date.

You may contact Keira Nakada at (202) 551 -3659 or Mary Mast at (202) 551 -3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202) 551 -
3715 with an y other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Jeffrey T. Hartlin, Esq.
 Paul Hastings LLP

CORRESP
1
filename1.htm

CORRESP

1(650) 320-1804

jeffhartlin@paulhastings.com

79891.00002

 September 19, 2014

VIA EDGAR AND OVERNIGHT DELIVERY

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, DC 20549

Attention:

Johnny Gharib, Esq.

 Bryan J. Pitko, Esq.

 Jeffrey P. Riedler,
Esq.

 Keira Nakada

 Donald
Abbott

Re:

 Viking Therapeutics, Inc.

 Amendment
No. 3 to Registration Statement on Form S-1

 Filed September 16, 2014

File No. 333-197182

 Ladies and Gentlemen:

 On
behalf of Viking Therapeutics, Inc., a Delaware corporation (the “Company”), we submit this letter in response to comments from the staff of the Securities and Exchange Commission (the “Commission”)
received by letter from the staff of the Commission (the “Staff”) dated September 18, 2014 relating to the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-197182) (the
“Registration Statement”) filed with the Commission on September 16, 2014 (“Amendment No. 3”). On behalf of the Company, we confirm to you that as of the date of this letter the Company
continues to be an emerging growth company, as defined in Section 2(a)(19) of the Securities Act of 1933, as amended.

 In this letter we have recited
the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

 Prospectus Summary

 Summary Financial Data, page 9

1.
Refer to your response to comment 1. Please tell us the settlement terms that resulted in an increase to the pro forma license fees and interest expense on September 6, 2014. Please tell us how you calculated
this additional pro forma expense. In doing so, please tell us the pre-money valuation before and after the repurchase of 1,862,203 shares and, to the extent repurchase of these shares does not fully explain the change in the pre-money valuations,
explain additional factors that contributed to the change in the values.

 The Company respectfully advises the Staff
that the Master License Agreement was amended on September 6, 2014 to increase the number of shares of common stock of the Company (the “Common Stock”) issuable to Ligand thereunder (the
“Amendment”, and the Master License Agreement, as amended by the Amendment is referred to herein as the “Amended Master

 U.S. Securities and Exchange Commission

September 19, 2014

  Page
 2

License Agreement”). Prior to the Amendment, pursuant to the Master License Agreement, Ligand was entitled to receive a certain number of shares of Common Stock upon the
closing of a financing transaction based on two factors: (i) the deemed value of the Company prior to the completion of the financing transaction (including an IPO); and (ii) the number of shares of Common Stock deemed outstanding prior to
the completion of the financing transaction. Prior to the Amendment, the number of shares of Common Stock deemed to be outstanding under the Master License Agreement included only those shares actually outstanding prior to the financing transaction.
Pursuant to the Amendment, the parties agreed that the shares of Common Stock deemed to be outstanding prior to the financing transaction would include the shares actually outstanding prior to the financing transaction (as set forth in the initial
Master License Agreement), plus the shares issuable to Ligand pursuant to the Master License Agreement, plus the shares issuable to a consultant to the Company upon the closing of the financing transaction, plus the shares issuable upon the closing
of the financing transaction to holders of certain outstanding promissory notes issued by the Company. As a result of amending the Master License Agreement to increase the number of shares of Common Stock deemed outstanding prior to the financing
transaction, Ligand will be entitled to receive additional shares of Common Stock upon completion of the financing transaction. Pursuant to the Amendment, the Company and Ligand also agreed to change one of the percentages referenced in Schedule 6
from 55% to 50%, but this change had an immaterial impact on the number of shares of Common Stock issuable to Ligand under the Amended Master License Agreement.

The Amendment did not reflect a change in the estimated valuation of the Company. Both prior to and following the Amendment, the estimated
value of the Company is based on $11.00 per share, the midpoint of the price range set forth in the Registration Statement, and the same aggregate number of shares of Common Stock deemed outstanding prior to the IPO. In order to accommodate the
additional 1,820,779 shares issuable to Ligand under the Amended Master License Agreement, based on an estimated IPO price of $11.00 per share, but maintain the Company’s valuation, the Company agreed to repurchase shares from the
Company’s current stockholders. The number of shares of Common Stock subject to repurchase by the Company is 1,862,203, which is the sum of (i) the additional 1,820,779 shares of Common Stock issuable to Ligand under the Amended Master
License Agreement, plus (ii) 4,062 shares of Common Stock issuable to a consultant to the Company upon the closing of the IPO, plus (iii) 39,959 shares of Common Stock issuable upon the closing of the IPO to the holders of certain
outstanding promissory notes issued by the Company, based on an estimated IPO price of $11.00 per share, the midpoint of the price range set forth in the Registration Statement. Accordingly, the number of shares of Common Stock subject to repurchase
by the Company is approximately the exact number of additional shares of Common Stock issuable to Ligand pursuant to the Amended Master License Agreement.

The Company respectfully advises the Staff that the $20,028,569 additional pro forma expenses resulting from the Amendment is the product of
(i) 1,820,779, the number of additional shares of Common Stock issuable to Ligand under the Amended Master License Agreement, multiplied by (ii) $11.00, the midpoint of the price range set forth in the Registration Statement.

Notes to Financial Statements

 4. Accrued License Fees
and License Fees Expense, page F-17

2.
 Refer to your response to comment 1. Please tell us how you considered the adjustment feature based on the deemed value of the Company prior to
the IPO to value the license

 U.S. Securities and Exchange Commission

September 19, 2014

  Page
 3

consideration and why the monetary value of your obligation is fixed at inception. We note you state in the response that the amount is to be classified as a derivative liability until that share
amount becomes known. If you determine that this obligation should not be accounted under ASC 480, please provide us with a detailed analysis of the appropriate accounting. Your response should include references to the specific sections of the
accounting literature to support the accounting and how you analyzed each scope criterion.

 The Company respectfully
advises the Staff that in accordance with Accounting Standards Codification (“ASC”) Topic 480-10-25-14(a), Certain Obligations to Issue a Variable Number of Shares, a financial instrument that embodies an unconditional
obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability, if, at inception,
the monetary value of the obligation is based solely or predominately on a fixed monetary amount known at inception. Furthermore, the example set forth in ASC Topic 480-10-55-22, Obligation to Issue Shares with Monetary Value Based on a Fixed
Monetary Amount Known at Inception, provides that sometimes the monetary value of the obligation to issue shares is not entirely fixed at inception, and is based, in part, on variations in the fair value of the issuer’s equity shares. The
example further provides that although the monetary amount of the obligation at settlement may differ from the initial monetary value because it is tied to the change in fair value of the issuer’s equity shares, the monetary value of the
obligation is predominately based on a fixed monetary amount known at inception. ASC Topic 480-10-55-22 provides that this type of obligation should be accounted for and classified as a liability in accordance with ASC Topic 480-10-25-14(a) as noted
above, and measured subsequently at fair value with changes in fair value recognized through earnings in accordance with ASC Topic 480-10-35-5.

In regards to the Master License Agreement, the Company respectfully advises the Staff that the monetary amount payable to Ligand is fixed
based on the deemed valuation of the Company prior to the IPO. The number of shares to be issued to Ligand in settlement of the obligation will vary based on the value of the Company’s per share equity at the time of the IPO. Therefore, in
accordance with ASC Topic 480-10-55-22, the Company conducted an assessment of the deemed valuation of the Company as of May 21, 2014, the date the Company entered into the Master License Agreement, and, based on that valuation, determined the
fixed monetary amount to be paid to Ligand. Consistent with the example provided in ASC Topic 480-10-55-22, the monetary value to be paid at settlement (the IPO) may differ from the initial monetary value (the value of the license determined on
May 21, 2014) because it is based on the value of the Company’s equity at the time of the IPO; however, the monetary value is predominately based on a fixed monetary amount known at inception. The Company respectfully advises the Staff
that subsequent valuations of the Company have not been materially different than the initial valuation performed on May 21, 2014. Therefore, the Company believes that the monetary value of the obligation is predominately based on a fixed
monetary amount known at inception, and a variable number of shares will be issued to Ligand based on the value of the Company’s per share equity at the time of the IPO and, accordingly, the Company has appropriately classified the license
consideration as a liability in accordance with ASC Topic 480-10-25-14(a) at inception and subsequently recognized the change in the fair value of the liability through earnings.

The Company also acknowledges that in the prior response letter to the Staff, the Company inadvertently referred to the liability as a
derivative liability. As discussed above, the Company indeed followed the accounting under ASC Topic 480 and did not deem the Master License Agreement as a derivative instrument under ASC Topic 815, Derivatives and Hedging.

 U.S. Securities and Exchange Commission

September 19, 2014

  Page
 4

 5. Convertible Notes Payable, page F-18

3.
Refer to your response to comment 2. Your disclosure on page F-19 appears to indicate that Ligand note is only convertible upon the occurrence of certain events. It appears the notes were not convertible at
issuance or any time prior to a qualified private financing or your initial public offering. If the notes were not convertible, please tell us how you analyzed the fact that the conversion feature appears to give Ligand the option to convert or
receive cash upon subsequent financing and why this conversion option is a derivative.

 The Company respectfully
advises the Staff that the Ligand Note is convertible upon the earlier to occur of a qualified private financing or the Company’s initial public offering. As of June 30, 2014, the Company had determined the occurrence of a qualified
private financing, as defined under the Ligand Note, not to be probable on a standalone basis. In addition, as of June 30, 2014, the Company had determined the closing of an initial public offering not to be probable on a standalone basis.
However, as of such date, the Company determined that it was probable that one of the two transactions – either a qualified private financing or an initial public offering – would occur. Accordingly, the Company determined as of
June 30, 2014 that the Ligand Note would be converted into shares of Common Stock or cash pursuant to its terms.

 As set forth in the
Company’s prior response letter to the Staff, the amount payable upon exercise of the conversion feature under the Ligand Note provides for a substantial premium upon redemption and is not based on changes in an observable market or an
observable index. Accordingly, the conversion feature embedded in the Ligand Note is not deemed to be “clearly and closely related” to the Ligand Note. In addition, although the Company determined as of June 30, 2014 that the Ligand
Note would be converted pursuant to its terms, Ligand still maintained the option to determine whether the obligation would be converted into shares of Common Stock or cash. As a result, in accordance with ASC Topic 815-15 and ASC Topic 470-20-15-4,
the embedded conversion feature contained in the Ligand Note is required to be bifurcated from the Ligand Note, recorded as a derivative liability and marked to market in each reporting period.

The Company respectfully advises the Staff that although the Company believes the foregoing treatment of the Ligand Note is appropriate, in the
event the Company had elected to account for the Ligand Note in accordance with ASC Topic 470-20-35-1, net loss for the three and six-month periods ended June 30, 2014 would decrease by approximately $50,000 with a corresponding decrease in
total liabilities and an increase in total stockholders’ equity (deficit) at June 30, 2014, which the Company deems immaterial.

*****

 Please direct your questions or comments
regarding the responses or Amendment No. 3 to the undersigned at (650) 320-1804; jeffhartlin@paulhastings.com.

 Thank you for your assistance.

 U.S. Securities and Exchange Commission

September 19, 2014

  Page
 5

Very truly yours,

/s/ Jeffrey T. Hartlin

 Jeffrey T. Hartlin

 of PAUL HASTINGS
LLP

cc:

Brian Lian, Ph.D., Viking Therapeutics, Inc.

September 18 , 2014

Via E -mail
Brian Lian, Ph.D.
President and Chief Executive Officer
Viking Therapeutics, Inc.
11119 North Torrey Pines Road, Suite 50
San Diego, CA 92037

Re: Viking Therapeutics, Inc.
Amendment No. 3  to Registration Statement on Form S -1
Filed September 16 , 2014
  File No. 333 -197182

Dear Dr. Lian:

We have reviewed amendment no. 3  to your registration statement and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

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

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

Prospectus Summary
Summary Financial Data, page 9

1. Refer to your response to comment 1.  Please tell us the settlement terms that resulted in
an increase  to the pro forma license fees and interest expense on September 6, 2014.
Please tell us how you calculated this additional pro forma expense.  In doing so, please
tell us the pre -money valuation before and after the repurchase of 1,862,203 shares and,
to the extent repurchase of these shares does not fully explain the change in the pre -
money valuations, explain additional factors that contributed to the change in the values.

Notes to Financial Statements
4.  Accrued License Fees and License Fees Expense,  page F -17

2. Refer to your response to comment 1.  Please tell us how you considered the adjustment
feature based on the deemed value of the Company prior to the IPO to value the license

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
September 18 , 2014
Page 2

 consideration and why the monetary value of your obligation is fixed a t inception.  We
note you state in the response that the amount is to be classified as a derivative liability
until that share amount becomes known.  If you determine that this obligation should not
be accounted under ASC 480, please provide us with a deta iled analysis of the
appropriate accounting.  Your response should include references to the specific sections
of the accounting literature to support the accounting and how you analyzed each scope
criterion.

5. Convertible Notes Payable, page F -18

3. Refer  to your response to comment 2.  Your disclosure on page F -19 appears to indicate
that Ligand note is only convertible upon the occurrence of certain events.  It appears the
notes were not convertible at issuance or any time prior to a qualified private fi nancing or
your initial public offering.  If the notes were not convertible, please tell us how you
analyzed the fact that the conversion feature appears to give Ligand the option to convert
or receive cash upon subsequent financing and why this conversion  option is a derivative.

You may contact Keira Nakada at (202) 551 -3659 or Donald Abbott  at (202) 551 -3608  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Johnny Gharib at (202) 551 -3170, Bryan Pit ko at (202) 551 -3203 or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Jeffrey T. Hartlin, Esq.
 Paul Hastings LLP

CORRESP
1
filename1.htm

CORRESP

 1(650) 320-1804

jeffhartlin@paulhastings.com

 79891.00002

September 16, 2014

 VIA EDGAR AND OVERNIGHT DELIVERY

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, DC
20549

Attention:
Johnny Gharib, Esq.

Bryan J. Pitko, Esq.

Jeffrey P. Riedler, Esq.

Keira Nakada

Mary Mast

Re:
Viking Therapeutics, Inc.

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

Filed September 2, 2014

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

Filed September 8, 2014

File No. 333-197182

 Ladies and Gentlemen:

On behalf of Viking Therapeutics, Inc., a Delaware corporation (the “Company”), we submit this letter in response to
comments from the staff of the Securities and Exchange Commission (the “Commission”) received by letters from the staff of the Commission (the “Staff”) dated September 15, 2014 (the
“September 15th Letter”) and dated September 16, 2014 (the “September 16th Letter”), relating to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File
No. 333-197182) (the “Registration Statement”) filed with the Commission on September 2, 2014 and the Company’s Amendment No. 2 to the Registration Statement filed with the Commission on September 8, 2014
(“Amendment No. 2”), respectively. On behalf of the Company, we confirm to you that as of the date of this letter the Company continues to be an emerging growth company, as defined in Section 2(a)(19) of the Securities
Act of 1933, as amended.

 The Company is concurrently filing via EDGAR Amendment No. 3 to the Registration Statement (“Amendment
No. 3”). The Registration Statement has been revised to reflect the Company’s responses to the September 15th Letter and the September 16th Letter. For the convenience of the Staff, we are providing by overnight delivery a courtesy
package that includes three copies of this letter and three copies of Amendment No. 3 marked to show the changes from Amendment No. 2.

 In this letter we
have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

 COMMENTS
FROM SEPTEMBER 15TH LETTER

 Notes to Financial Statements

4. Accrued License Fees and License Fees Expense, page F-17

1.
Please disclose the settlement terms that would require the license fees to be settled in common stock upon the IPO. In addition, please provide us a thorough analysis regarding the basis for your accounting
treatment for recording the accrued license fee at fair value at each period. Specifically state if you believe the liability is a derivative and provide the applicable accounting literature you relied upon.

 U.S. Securities and Exchange Commission

September 16, 2014

  Page
 2

 In response to the Staff’s comment, the Company has revised the disclosure on page F-17
of the Registration Statement to include the settlement terms that would require the license fees under the Master License Agreement to be settled in common stock upon the IPO.

With respect to the Company’s accounting treatment for recording the accrued license fees at fair value at each period, the Company
respectfully advises the Staff that, in accordance with Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), if there is a fixed monetary amount
known at inception which can be settled with a variable number of the issuer’s equity shares, the amount is to be classified as a derivative liability until that share number becomes known. Under the Master License Agreement, the number of
shares to be issued to Ligand is based on the initial public offering price, which will not be determined until after the Registration Statement is declared effective by the Commission. Accordingly, in accordance with ASC 480, including the guidance
issued thereunder, the Company performed an enterprise valuation as of the effective date of the Master License Agreement (May 21, 2014) and recorded an accrual for the license fees as a derivative liability. ASC 480 also provides that the estimate
of the amount that would be paid if settlement occurred on the reporting date should be remeasured at each reporting date until settlement occurs, with any changes in amount recorded as a change in the liability value and the corresponding offset
charged as interest expense during the period of change. In accordance with this guidance, the Company performed an enterprise valuation as of June 30, 2014, and the change in the value of the liability was recorded as an additional amount to
the accrued license fees with an offset to interest expense in June 2014.

 5. Convertible Notes Payable, page F-18

2.
Please tell us your basis for recording the embedded conversion feature in the Ligand note at fair value. Tell us what consideration was given to ASC 470-20-35-1.

The Company respectfully advises the Staff that the amount payable upon exercise of the conversion feature under the Ligand Note is not based
on changes in an observable market or an observable index and provides for a substantial premium upon redemption. Accordingly, the conversion feature embedded in the Ligand Note is not deemed to be “clearly and closely related” to the
Ligand Note. In addition, the Company does not have the ability to, and could not conclude

that it could, settle its obligation under the Ligand Note in shares in each possible scenario. Specifically, Ligand has the option to elect to convert the obligation evidenced by the Ligand Note
into stock of the Company or to receive a repayment of the loan amount in cash. Therefore, in accordance with ASC Topic 815-15, Derivatives and Hedging (“ASC 815”), the embedded conversion feature contained in the
Ligand Note is required to be bifurcated from the Ligand Note and recorded as a derivative liability and marked to market in each reporting period. Because the embedded conversion feature contained in the Ligand Note is deemed a derivative under ASC
815, the Company believes the guidance provided under ASC Topic 470-20-15-4, rather than ASC Topic 470-20-35-1, applies.

 6. Stockholders’ Equity,
page F-20

3.
You state your employees agreed to lower salaries in exchange for receiving stock upon the IPO. You state you have not recorded a liability for the stock to be issued because you do not believe the IPO was
probable at June 30, 2014. Please tell us why stock compensation was not recorded with an entry to donated capital in stockholders’ equity.

The Company respectfully advises the Staff that the Company followed the guidance noted in ASC Topic 718-10-30-28, Accounting for
Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which provides that compensation cost related to performance targets should be recognized in the period in
which it becomes “probable” that the performance targets will be achieved. In addition, the Company used the guidance in ASC Topic 450-20-25-2, Contingencies-Loss Contingencies-Recognition, to assess whether it was probable, as of
June 30, 2014, that the stock would be issued to the Company’s employees. As of June 30, 2014, the Company had determined the occurrence of an IPO, which is the sole performance target for this stock award, not to be probable due to a
number of factors, including many outside of the Company’s control. These factors included uncertainty and heavy trading volatility in the markets, significant competition by virtue of the large number of issuers with pending registration
statements on file with the Commission for IPOs, particularly in the life sciences sector, and the fact that the Company was still in the early stages of discussing the viability of an IPO with the underwriters for the offering, notwithstanding that
the Company had submitted its initial Registration Statement on Form S-1 to the Commission on a confidential basis by that time. As a result, the Company determined that it was not probable as of June 30, 2014 that the stock would be issued and
therefore in accordance with the guidance noted above, the Company did not record a liability or offsetting entry to donated capital in stockholders’ equity as of June 30, 2014. The Company supplementally advises the Staff that the
estimated value of the shares to be issued, if it were to have been recorded at June 30, 2014, was approximately $70,000, which the Company deems not to be material.

COMMENTS FROM SEPTEMBER 16TH LETTER

 Notes to
Financial Statements

 10. Subsequent Events (Unaudited), page F-24

1.
Please revise to disclose the date through which subsequent events have been evaluated and whether that date is the date the financial statements were issued or were available to be issued. Refer to
ASC 855-10-50-1.

 In response to the Staff’s comment, the Company has revised the disclosure on page F-24 of
the Registration Statement to disclose the date through which subsequent events have been evaluated and that the date is the date the financial statements were issued.

*****

 Please direct your questions or comments
regarding the responses or Amendment No. 3 to the undersigned at (650) 320-1804; jeffhartlin@paulhastings.com.

 Thank you for your assistance.

 Very truly yours,

 /s/ Jeffrey T. Hartlin

Jeffrey T. Hartlin

 of PAUL HASTINGS LLP

cc:
Brian Lian, Ph.D., Viking Therapeutics, Inc.

September 16 , 2014

Via E -mail
Brian Lian, Ph.D.
President and Chief Executive Officer
Viking Therapeutics, Inc.
11119 North Torrey Pines Road, Suite 50
San Diego, CA 92037

Re: Viking Therapeutics, Inc.
Amendment No. 2  to Registration Statement on Form S -1
Filed September 8 , 2014
  File No. 333 -197182

Dear Dr. Lian:

We have reviewed amendment no. 2  to your registration statement and have the
following comment .

Please respond to this letter by amending your registration statement and  providing the
requested information.   If you do not believe 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 statem ent and the information you
provide in response to th is comment , we may have additional comments.

Notes to Financial Statements
10. Subsequent Events (Unaudited), page F -24

1. Please revise to disclose the date through which subsequent events have been  evaluated
and whether that date is the date the financial statements were issued or were available to
be issued.   Refer to ASC 855 -10-50-1.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
September 16 , 2014
Page 2

 You may contact Keira Nakada at (202) 551 -3659 or Donald Abbott  at (202) 551 -3608  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pit ko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Jeffrey T. Hartlin, Esq.
 Paul Hastings LLP

September 15 , 2014

Via E -mail
Brian Lian, Ph.D.
President and Chief Executive Officer
Viking Therapeutics, Inc.
11119 North Torrey Pines Road, Suite 50
San Diego, CA 92037

Re: Viking Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed September 2, 2014
  File No. 333 -197182

Dear Dr. Lian:

We have reviewed amendment no. 1 to your registration statement and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

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

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

Notes to Financial Statements
4.  Accrued License Fees and License Fees Expense, page F -17

1. Please disclose the settlement terms that would require the license fees to be settled in
common stock upon the IPO.  In addition, please prov ide us a thorough analysis
regarding the basis for your accounting treatment for recording the accrued license fee at
fair value at each period.  Specifically state if you believe the liability is a derivative and
provide the applicable accounting literatu re you relied upon.

5. Convertible Notes Payable, page F -18

2. Please tell us your basis for recording the embedded conversion feature in the Ligand
note at fair value.  Tell us what consideration was given to ASC 470 -20-35-1.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
September 15 , 2014
Page 2

 6. Stockholders’ Equity, page F -20

3. You state your employees agreed to lower salaries in exchange for receiving stock upon
the IPO.  You state you have not recorded a liability for the stock to be issued because
you do not believe the IPO was probable at June 30, 2014.  Please tel l us why stock
compensation was not recorded with an entry to donated capital in stockholders’ equity.

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 informa tion the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending 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 acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
September 15 , 2014
Page 3

 You may contact K eira Nakada at (202) 551 -3659 or Mary Mast at (202) 551 -3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202) 551 -
3715 wi th any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director
cc: Via E -mail
 Jeffrey T. Hartlin, Esq.
 Paul Hastings LLP

CORRESP
1
filename1.htm

Acceleration (Company)

 11119 North Torrey Pines Road, Suite 50

San Diego, CA 92037

 September 15, 2014

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Johnny Gharib, Esq.

Re:
Viking Therapeutics, Inc.

Registration Statement on Form S-1

Registration No. 333-197182

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Viking Therapeutics, Inc. (the “Registrant”)
hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-197182) of the Registrant (as amended, the “Registration Statement”) be accelerated so that it will be
declared effective at 4:00 p.m., Eastern Daylight Time, on September 17, 2014 or as soon thereafter as may be practicable.

 The
Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the
Registration Statement. The Registrant hereby acknowledges that:

•

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

•

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 filing; and

•

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.

 The undersigned respectfully requests that it be notified of the effectiveness of the
Registration Statement by telephone call to our counsel, Paul Hastings LLP, by calling Jeffrey T. Hartlin at (650) 320-1804. The Company hereby authorizes Mr. Hartlin to orally modify or withdraw this request for acceleration.

Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Hartlin via email to
jeffhartlin@paulhastings.com or facsimile to (650) 320-1904 and via mail c/o Paul Hastings LLP, 1117 S. California Avenue, Palo Alto, CA 94304.

Sincerely,

VIKING THERAPEUTICS, INC.

        By:

 /s/ Brian Lian, Ph.D.

Brian Lian, Ph.D.

President and Chief Executive Officer

cc:
Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

CORRESP
1
filename1.htm

Underwriter Acceleration request

 September 15, 2014

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Johnny Gharib, Esq.

Re:
Viking Therapeutics, Inc.

Registration Statement on Form S-1

Registration No. 333-197182

 Acceleration Request

Requested Date:

Wednesday, September 17, 2014

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 “Act”), Oppenheimer & Co. Inc.
and Roth Capital Partners, LLC, as representatives of the several underwriters, hereby join Viking Therapeutics, Inc. in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to
cause the Registration Statement on Form S-1 (File No. 333-197182) (the “Registration Statement”) to become effective on Wednesday, September 17, 2014 at 4:00 p.m., Eastern Daylight Time, or as soon as practicable
thereafter.

 Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 1,547 copies of the Preliminary
Prospectus dated September 8, 2014 through the date hereof, to underwriters, dealers, institutions and others.

 We will, and 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, to the extent applicable.

Very truly yours,

OPPENHEIMER & CO. INC.

By:

 /s/ Douglas Cameron

Name: Douglas Cameron

Title:   Head of Equity Capital Markets

ROTH CAPITAL PARTNERS, LLC

By:

 /s/ Aaron M. Gurewitz

Name: Aaron M. Gurewitz

Title:   Head of Equity Capital Markets

cc:
Michael D. Maline, Esq., Goodwin Procter LLP

Jeffrey T. Hartlin, Esq., Paul Hastings LLP

CORRESP
1
filename1.htm

Correspondence

 1(650) 320-1804

jeffhartlin@paulhastings.com

 79891.00002

July 1, 2014

 VIA EDGAR AND OVERNIGHT DELIVERY

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:

Johnny Gharib, Esq.

Bryan J. Pitko, Esq.

Jeffrey P. Riedler, Esq.

Keira Nakada

Mary Mast

Re:

 Viking Therapeutics, Inc.

 Draft
Registration Statement on Form S-1

 Submitted May 22, 2014

CIK No. 0001607678

 Ladies and Gentlemen:

On behalf of Viking Therapeutics, Inc., a Delaware corporation (the “Company”), we submit this letter in response to
comments from the staff of the Securities and Exchange Commission (the “Commission”) received by letter from the staff of the Commission (the “Staff”) dated June 18, 2014, relating to the
Company’s draft Registration Statement on Form S-1 confidentially submitted to the Commission via EDGAR on May 22, 2014 (the “DRS”). On behalf of the Company, we confirm to you that as of the date of this letter the
Company continues to be an emerging growth company, as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”).

The Company is concurrently filing via EDGAR a Registration Statement on Form S-1 (the “Registration Statement”). The
Registration Statement has been revised to reflect the Company’s responses to the comment letter to the DRS received from the Staff on June 18, 2014. For the convenience of the Staff, we are providing by overnight delivery a courtesy
package that includes three copies of this letter and three copies of the Registration Statement marked to show the changes from the DRS that was submitted confidentially on May 22, 2014.

In this letter we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response thereto.

 Paul Hastings LLP  |  1117 S. California Avenue  |  Palo Alto, California 94304

t: +1.650.320.1800  |  www.paulhastings.com

 U.S. Securities and Exchange Commission

July 1, 2014

 Page 2

 General

1.
We note that there are a number of additional exhibits that still need to be filed. Please provide these exhibits as  promptly as possible. Please note that we may have comments on these materials once they
are provided.

 The Company has filed with the Registration Statement all of the exhibits other than Exhibits 1.1 and
5.1. The Company advises the Staff that Exhibits 1.1 and 5.1 are still being finalized and will be filed with a subsequent amendment to the Registration Statement. The Company acknowledges the Staff’s note that the Staff may have comments on
any materials filed as an exhibit to the Registration Statement, and will endeavor to file the remaining exhibits with a subsequent amendment to the Registration Statement as promptly as possible following finalization of the documents.

The Company advises the Staff that pursuant to a letter submitted to the Commission under separate cover on the date hereof, the Company is
requesting confidential treatment of certain provisions contained in Exhibits 10.12, 10.13 and 10.21 filed with the Registration Statement.

2.
Please confirm that the graphics included in your registration statement are the only graphics you will use in your  prospectus. If those are not the only graphics, please provide any additional graphics
prior to their use for our review.

 The Company hereby confirms that the graphics included in the Registration
Statement are the only graphics the Company will use in its prospectus.

3.
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. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance
upon Section 2(a)(3) of the Securities  Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is  participating or will participate in your offering.

 In response to the Staff’s comment, the Company is supplementally providing to the Staff under separate cover
written communications that were presented to potential investors in reliance on Section 5(d) of the Securities Act. The Company advises the Staff that potential investors have not been permitted to retain copies of such written communications
and that the written communications were not sent electronically to potential investors. In the event the Company uses additional materials in reliance on Section 5(d) of the Securities Act, the Company will supplementally provide the Staff
with copies of such materials as promptly as possible.

 The Company also advises the Staff that, based upon information received by the
Company from the underwriters identified in the Registration Statement, no research reports about the Company have been published or distributed in reliance on Section 2(a)(3) of the Securities Act by any broker or dealer that is a participant
in the offering. The Company will supplementally provide to the Staff research reports, if any, that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act or Section 105(a) of the JOBS Act if the Company
becomes aware that any reports are published or distributed.

 U.S. Securities and Exchange Commission

July 1, 2014

 Page 3

 Prospectus Summary, page 1

4.
Where the following terms first appear in the Prospectus Summary, please give the meaning and significance of such terms in plain language that may be understood by a lay reader not acquainted with the relevant
industry or scientific  field:

•

selective androgen receptor modulator;

•

metformin;

•

renally-impaired;

•

clinically significant, and

•

statistically significant.

 In response to the Staff’s
comment, the Company has revised the disclosure on pages 2, 72 and 74 of the Registration Statement to include disclosure regarding the meaning and significance of the terms “selective androgen receptor modulator”, “metformin”,
“renally-impaired”, “clinically significant” and “statistically significant”, in each case in the first instance where the term is used in the Registration Statement.

The Company

 VK0612 for Type 2 Diabetes, page 1

5.
We note your disclosure in the third bullet point in this section, which states that VK0612 has been well-tolerated at and above doses that you plan to administer in your Phase 2b clinical trial. Please expand
your disclosure to disclose the doses that you plan to administer in your Phase 2b clinical trial.

 In response to
the Staff’s comment, the Company has revised the disclosure on pages 2, 71 and 83 of the Registration Statement to include the doses that the Company plans to administer in its Phase 2b clinical trial for VK0612.

6.
Please describe the purpose of your end-of-Phase 2 meeting with the FDA and how such meeting impacts your planned regulatory development of VK0612.

In response to the Staff’s comment, the Company has described the purpose of the end-of-Phase 2 meeting with the FDA and how such meeting
impacts the Company’s planned regulatory development of VK0612 on page 72 of the Registration Statement, the first instance where the end-of-Phase 2 meeting is mentioned in the Registration Statement.

 U.S. Securities and Exchange Commission

July 1, 2014

 Page 4

 Risks Related to Our Business, page 4

7.
Please revise your risk factor discussion in this section to note that you have received an opinion from your independent registered public accounting firm that expresses substantial doubt about your ability to
continue as a going concern.

 In response to the Staff’s comment, the Company has revised the disclosure on page
5 of the Registration Statement to include a reference to the going concern risk.

 Agreements with Ligand, page 5

8.
We note your disclosure at page 90 that pursuant to the Master License Agreement, you will issue common stock having an aggregate value of $29 million to Ligand at the closing of your initial public offering.
Please revise your disclosure to include this information in each location in which you make reference to the upfront fee payable to Ligand in equity under the terms of the Master License Agreement.

In response to the Staff’s comment, the Company has revised the disclosure on pages 5, 73 and 136 of the Registration Statement to include
disclosure to the effect that the upfront fee payable to Ligand in equity has a value of $29.0 million and will be issued at the closing of the Company’s initial public offering.

Risk Factors

9.
We note your disclosure on page F-15 which states that as of December 31, 2013 you had federal and state net operating loss carryforwards of approximately $158,000 and $158,000, respectively. Please add an
appropriately titled risk factor discussing your ability to use your net operating loss carryforwards. In doing so, please quantify the amount of your net operating loss carryforwards in the risk factor, disclose when they will begin to expire and
describe any annual limitations on the use of the carryforwards.

 In response to the Staff’s comment, the
Company has added a risk factor on page 44 of the Registration Statement regarding the use, quantity, expiration and limitations of its net operating loss carryforwards.

Risks Related to Our Business

 Our drug candidates may
cause undesirable side effect…, page 15

10.
Please identify the party responsible for the drug development program of the small molecule inhibitor CD-917.

In response to the Staff’s comment, the Company has revised the disclosure on pages 15, 81 and 82 of the Registration Statement to note
that Sankyo Company, Ltd., now Daiichi Sankyo Company, Ltd., was responsible for funding and conducting the clinical development program for CS-917.

 U.S. Securities and Exchange Commission

July 1, 2014

 Page 5

 Our employment agreements with our executive officers may require us…, page 30

11.
Please identify the executive officers with employment agreements containing change in control and severance  provisions in this risk factor.

In response to the Staff’s comment, the Company has revised the disclosure on page 30 of the Registration Statement to clarify that the
employment agreements with each of the Company’s executive officers contain change in control and severance provisions.

 Risks Related to Our
Intellectual Property

 If we fail to comply with our obligations in the agreements under which…, page 31

12.
Please expand your risk factor disclosure to summarize the various circumstances in which Ligand may be permitted to terminate the Master License Agreement.

In response to the Staff’s comment, the Company has revised the disclosure on page 31 of the Registration Statement to include a summary
of the circumstances in which Ligand may be permitted to terminate the Master License Agreement.

 Changes in U.S. patent law could diminish the value
of patents in general,…, page 35

13.
Please identify and describe the recently enacted patent reform legislation and legislation currently being implemented which you reference in your risk factor discussion. In this regard, please discuss any impact
such legislation will have your patent rights.

 In response to the Staff’s comment, the Company has revised the
disclosure on page 36 of the Registration Statement to more fully discuss recently enacted patent reform legislation, legislation currently being implemented and the potential impact of such legislation on the Company’s patent rights.

We may not be able to protect our intellectual property rights throughout the…, page 36

14.
We note your statements that the legal systems of certain countries do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biopharmaceuticals and that
the laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the U.S. Please disclose which countries you are referencing and whether you have any licensed patents or patent application
pending in such countries.

 The Company acknowledges the Staff’s comment and has revised the disclosure on pages
36 and 37 of the Registration Statement to disclose the countries the Company is referencing, as well as the Company’s licensed patents and patent applications pending in such countries.

 U.S. Securities and Exchange Commission

July 1, 2014

 Page 6

 Use of Proceeds, page 49

15.
We note your statement that you cannot predict the stage of development you expect to achieve in clinical trials and  preclinical trials for your product candidates using proceeds from the offering. While we
understand the inherent uncertainty with respect to the development of product candidates, where you have identified specific purposes for which you intend to use the offering proceeds, investors are entitled to your best estimate as to how far such
proceeds will allow you to proceed towards the achievement of the specified purposes. As such, please revise your disclosure to  provide an estimate as to how far in the planned clinical trials of VK0612 and VK5211, and the development of your
three preclinical drug candidates the offering proceeds will enable you to reach. You may, as necessary, provide additional disclosure that advises investors of the particular factors and assumptions that form the basis of your estimate, any
uncertainty surrounding your estimate and the reasons that the actual results could vary.

 In response to the
Staff’s comment, the Company has revised the disclosure on page 49 of the Registration Statement to note the stage of development the Company expects to reach with each of its drug candidates using the estimated net proceeds from the offering.

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

Critical Accounting Policies

 Convertible Notes Payable
and Related Debt Conversion Feature Liability, page 61

16.
Please expand your disclosure to provide the amount of interest payable on the convertible notes as of March 31, 2014.

In response to the Staff’s comment, the Company has revised the disclosure on page 62 of the Registration Statement to disclose the amount
of accrued interest payable on the convertible notes as of March 31, 2014.

 Common Stock Fair Value, page 62

17.
We may have additional comments on your accounting for stock compensation or any beneficial conversion features once you have disclosed an estimated offering price. Please supplementally provide us with a
quantitative and qualitative analysis explaining the difference between the estimated offering price and the fair value of each equity issuance through the date of effectiveness for the preceding twelve months.

The Company acknowledges the Staff’s comment and notes that the Company has disclosed under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation” on page 63 of the Registration Statement all of its stock issuances since the Company’s inception on
September 26, 2012. The Company will supplement this disclosure in the event it issues additional stock-based compensation prior to the date of effectiveness.

 U.S. Securities and Exchange Commission

July 1, 2014

 Page 7

 The Company’s board of directors had determined at the time that each share of the
Company’s common stock issued on September 26, 2012, April 15, 2013, July 15, 2013 and February 20, 2014 had a deemed fair value of $0.01 per share. In connection with the preparation of the financial statements
necessary for inclusion in the Registration Statement, in 2014 the Company reassessed the estimated fair value of its common stock at

June 18 , 2014

Via E -mail
Brian Lian, Ph.D.
President and Chief Executive Officer
Viking Therapeutics, Inc.
11119 North Torrey Pines Road, Suite 50
San Diego, CA 92037

Re: Viking Therapeutics, Inc.
Draft Registration Statement on Form S -1
Submitted May 22, 2014
  CIK No. 0001607678

Dear Dr. Lian:

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.

General

1. We note that there are a number of additional exhibits that still need to be filed.
Please provide these exhibits as promptly as possible.  Please note t hat we may have
comments on these materials once they are provided.

2. Please confirm that the graphics included in your registration statement are the only
graphics you will use in your prospectus.  If those are not the only graphics, please
provide any add itional graphics prior to their use for our review.

3. 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.   Similarly,

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
June 18, 2014
Page 2

 please supplementally provide us with any research reports about you that are
published or distributed in reliance upon Sectio n 2(a)(3) of the Securities Act of 1933
added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or
dealer that is participating or will participate in your offering.

Prospectus Summary, page 1

4. Where the following terms first app ear in the Prospectus Summary, please give the
meaning and significance of such terms in plain language that may be understood by
a lay reader not acquainted with the relevant industry or scientific field:

 selective androgen receptor modulator;
 metformin ;
 renally -impaired;
 clinically significant, and
 statistically significant.

The Company
VK0612 for Type 2 Diabetes, page 1

5. We note your disclosure in the third bullet point in this section, which states that
VK0612 has been well -tolerated at and above doses that you plan to administer in
your Phase 2b clinical trial.  Please expand your disclosure to disclose the doses that
you plan to administer in your Phase 2b clinical trial.

6. Please describe the purpose of your end -of-Phase 2 meeting with the FDA and how
such meeting impacts your planned regulatory development of VK0612.

Risks Related to Our Business, page 4

7. Please revi se your risk factor discussion in this section to note that you have received
an opinion from your independent registered public accounting firm that expresses
substantial doubt about your ability to continue as a going concern.

Agreements with Ligand, page 5

8. We note your disclosure at page 90 that pursuant to the Master License Agreement,
you will issue common stock having an aggregate value of $29 million to Ligand at
the closing of your initial public offering.  Please revise your disclosure to inclu de
this information in each location in which you make reference to the upfront fee
payable to Ligand in equity under the terms of the Master License Agreement.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
June 18, 2014
Page 3

 Risk Factors

9. We note your disclosure on page F -15 which states that as of December 31, 201 3 you
had federal and state net operating loss carryforwards of approximately $158,000 and
$158,000, respectively.  Please add an appropriately titled risk factor discussing your
ability to use your net operating loss carryforwards.  In doing so, please qu antify the
amount of your net operating loss carryforwards in the risk factor, disclose when they
will begin to expire and describe any annual limitations on the use of the
carryforwards.

Risks Related to Our Business
Our drug candidates may cause undesirable side effect…,  page 15

10. Please identify the party responsible for the drug development program of the small
molecule inhibitor CD -917.

Our employment agreements with our executive officers may require us…, page 30

11. Please identify the executive  officers with employment agreements containing change
in control and severance provisions in this risk factor.

Risks Related to Our Intellectual Property
If we fail to comply with our obligations in the agreements under which…, page 31

12. Please expand you r risk factor disclosure to summarize the various circumstances in
which Ligand may be permitted to terminate the Master License Agreement.

Changes in U.S. patent law could diminish the value of patents in general,…, page 35

13. Please identify and describ e the recently enacted patent reform legislation and
legislation currently being implemented which you reference in your risk factor
discussion.  In this regard, please discuss any impact such legislation will have your
patent rights.

We may not be able t o protect our intellectual property rights throughout the…, page 36

14. We note your statements that the legal systems of certain countries do not favor the
enforcement of patents and other intellectual property protection, particularly those
relating to biop harmaceuticals and that the laws of some foreign countries do not
protect proprietary rights to the same extent or in the same manner as the laws of the
U.S.  Please disclose which countries you are referencing and whether you have any
licensed patents or patent application pending in such countries.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
June 18, 2014
Page 4

 Use of Proceeds, page 49

15. We note your statement that you cannot predict the stage of development you expect
to achieve in clinical trials and preclinical trials for your product candidates using
proceeds from the offering.  While we understand the inherent uncertainty with
respect  to the development of product candidates, where you have identified specific
purposes for which you intend to use the offering proceeds, investors are entitled to
your best estimate as to how far such proceeds will allow you to proceed towards the
achieve ment of the specified purposes.  As such, please revise your disclosure to
provide an estimate as to how far in the planned clinical trials of VK0612 and
VK5211, and the development of your three preclinical drug candidates the offering
proceeds will enabl e you to reach.  You may, as necessary, provide additional
disclosure that advises investors of the particular factors and assumptions that form the
basis of your estimate, any uncertainty surrounding your estimate and the reasons that the
actual results c ould vary.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Convertible Notes Payable and Related Debt Conversion Feature Liability, page 61

16. Please expand your disclosure to provide the am ount of interest payable on the
convertible notes as of March 31, 2014.

Common Stock Fair Value, page 62

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

Business

18. Please disclose, where applicable in your business section, when investigational new
drug applications (“INDs”) were filed for the commencement of clinical trials for
VK0612 and VK5211, the name of the trial sponsor and the subject o f the INDs.  If
an IND was not filed pertaining to any of your clinical trials, please explain why an
IND was not required.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
June 18, 2014
Page 5

 VK0612: A Fructose -1,6-bisphosphatase (FBPase) Inhibitor for Type 2 Diabetes, page 73
Diabetes and the Market, page 73

19. We note your disclosure that it is estimated that over half of all patients treated for
type 2 diabetes fail to achieve ADA -recommended target blood glucose levels.
Please disclose the ADA -recommended target blood glucose levels.

Current Type 2 Diabetes The rapies and Unmet Need, page 76
Phase 2a Proof -of-Concept Trial, page 79

20. We note that the discussion of your clinical trial makes reference to p -values.  Please
explain what the term “p -value” refers to and what it indicates about the statistical
significa nce of results obtained from the trial.

Phase 1b Clinical Trial in Patients with Poorly -Controlled Type 2 Diabetes, page 79

21. Please revise your table on page 80 to explain what the abbreviations “SD” and “CI”
refer to in the context of your clinical resu lts for the Phase 1b clinical trial.

VK5211: A Selective Androgen Receptor Modulator (SARM) for Muscle Wasting
Clinical Date for VK5211, page 85

22. We note your disclosure that there were no reported clinically significant drug -
related adverse events and no  clinically significant changes in liver function tests,
prostate -specific antigen, hematocrit or electrocardiogram readings.   Please revise
your disclosure to clarify whether any subjects in your trials experienced serious
adverse events determined to be  related to treatment.

23. Please expand your disclosure for the first Phase 1 clinical trial to provide the primary
and secondary endpoints, and compare them to the actual results observed.

24. We note your discussion of the results of the second Phase 1 clini cal trial for
VK5211.  Please expand your disclosure to provide the primary and secondary
endpoints of the clinical trial.

25. We note that in the second phase 1 clinical trial, VK5211 demonstrated statistically
significant increases in lean body mass with a positive trend in strength and
performance measurements.  In addition to the accompanying table, please expand
your narrative disclosure of the trial to quantify and describe the statistically
significant increases in lean body mass.

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
June 18, 2014
Page 6

 Agreements with Ligand
Management Rights Letter, page 93

26. Please revise your disclosure to identify the “certain contractual management rights”
that you granted to Ligand under the Management Rights Letter as discussed on page
93.

Lock -Up Agreements, page 129

27. Please co nfirm that the lock -up agreement will be filed as part of the underwriting
agreement.  If not, please file the form of lock -up agreement as an exhibit.

Notes to Financial Statements
7. Subsequent Events, page F -18

28. Please expand your disclosure of the mas ter license agreement to discuss the
consideration to be paid, the rights and obligations of each party, and all significant
terms of the agreement.

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

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

You may contact Keira Nakad a at (202) 551 -3659 or Mary Mast at (202) 551 -3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Johnny Gharib at (202) 551 -3170 , Bryan Pitko at (202) 551 -3203  or me at (202) 551 -
3715 with any oth er questions.

Sincerely,

 /s/ Bryan J. Pitko  for

Jeffrey P. Riedler
Assistant Director

Brian Lian, Ph.D .
Viking  Therapeutics, Inc.
June 18, 2014
Page 7

 cc: Via E -mail
 Jeffrey T. Hartlin, Esq.
 Paul Hastings LLP