SecProbe.io

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<TEXT>
 May 22, 2025

Scott Giacobello
Chief Financial Officer
Whitehawk Therapeutics, Inc.
2 Headquarters Plaza East Building
11th Floor
Morristown, NJ 07960

 Re: Whitehawk Therapeutics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-38560
Dear Scott Giacobello:

 We have completed our review of your filing. 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
</TEXT>
</DOCUMENT>

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 CORRESP

 Wilson Sonsini Goodrich & Rosati
 Professional Corporation
 12235 El Camino Real San Diego, California 92130-3002
 O : 858.350.2300
 F : 858.350.2399
 May 13, 2025
 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and
Exchange Commission Division of Corporation Finance Office
of Life Sciences 100 F Street, N.E. Washington, D.C. 20549

 Attention:

 Daniel Crawford Joe
McCann

 Re: 

 Whitehawk Therapeutics, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 Filed February 27, 2025 File No. 001-38560
 Ladies and Gentlemen:
 On behalf of our client, Whitehawk Therapeutics, Inc. (the “ Company ”), we submit this letter in response to comments from the
staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) contained in its letter dated May 7, 2025 (the “ Comment Letter ”), regarding the above-referenced Annual
Report on Form 10-K (File No. 001-38560 ) of the Company, filed on February 27, 2025 (the “ Annual Report ”).
 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. References to “we,” “our” or “us” mean the Company or its advisors, as the context may require. Annual
Report on Form 10-K Filed February 27, 2025 Item   7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations. Recent Developments, page 103

 1.
 Please confirm that in future filings, wherever you disclose the material terms of your License
Agreement with WuXi Biologics, you will also disclose the royalty term and the termination provisions.

 AUSTIN BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
 SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE

 Securities and Exchange Commission
 May 13, 2025 Page
 2

 In response to the Staff’s comment, the Company updated its MD&A disclosure on p. 29
of its Quarterly Report on Form 10-Q, filed on May 8, 2025, as follows: “ WuXi
Biologics License Agreement On December 19, 2024, we entered into the License Agreement with WuXi Biologics for exclusive
rights to certain patents and know-how pertaining to WuXi Biologics’ preclinical ADC Therapies leveraging Hangzhou DAC linker-payload technology targeting each of MUC16, PTK7 and SEZ6. Under the License
Agreement, we paid WuXi Biologics a non-refundable, partial upfront payment of $6.0 million on December 19, 2024 and we paid an additional non-refundable,
upfront payment of $38.0 million on April 16, 2025, in each case, for the rights and licenses granted to us by WuXi Biologics. In accordance with the License Agreement, WuXi Biologics is eligible to receive from us
(a) up to an aggregate of $265.0 million upon the achievement of certain development milestones, and (b) up
to an aggregate of $540.0 million upon the achievement of certain commercial milestones, across all ADC Therapies programs. WuXi Biologics is also entitled to running royalties ranging from low-single-digit to upper-single-digit percentages of annual net sales of licensed products in the territory on a product-by product and region-by-region basis from the first commercial sale of the applicable licensed product in a particular region until the date which is the later of
(i) expiration of the last to expire valid claim of a license patent in such region covering the sale of such licensed product in such region or (ii) ten
years after the first commercial sale of such licensed product in such region. Each party may terminate the License
Agreement in its entirety, or on a program-by-program basis, as applicable, if the other party remains in material breach of the License Agreement following a cure
period to remedy the material breach or if the other party is declared insolvent or in similar financial distress. In addition, WuXi Biologics may terminate the License Agreement on a
 program-by-program basis if we do not meet certain development due diligence milestones. We may terminate the License Agreement in its entirety, or on a program-by-program basis, as applicable, with or without cause. ”
 The Company also confirms that in future filings, wherever the Company discloses the material terms of the License Agreement with WuXi
Biologics, the Company will also disclose the royalty term and the termination provisions. *****

 Securities and Exchange Commission
 May 13, 2025 Page 3

 If the Staff has any questions or comments concerning the foregoing, or requires any further
information, please contact me at (858) 350-2393 or dkoeppen@wsgr.com.

 Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

 Professional Corporation

 /s/ Daniel R. Koeppen

 Daniel R. Koeppen

 cc:
 David Lennon, Whitehawk Therapeutics, Inc.
 Stephen Rodin, Whitehawk Therapeutics, Inc.
 Robert Wernli, Wilson Sonsini Goodrich & Rosati, P.C.

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<TEXT>
 May 7, 2025

Scott Giacobello
Chief Financial Officer
Whitehawk Therapeutics, Inc.
2 Headquarters Plaza East Building
11th Floor
Morristown, NJ 07960

 Re: Whitehawk Therapeutics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2025
 File No. 001-38560
Dear Scott Giacobello:

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

 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.
Recent Developments, page 103

1. Please confirm that in future filings, wherever you disclose the
material terms of your
 License Agreement with WuXi Biologics, you will also disclose the
royalty term and
 the termination provisions.
 May 7, 2025
Page 2

 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 Daniel Crawford at 202-551-7767 or Joe McCann at 202-551-
6262 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

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 April 4, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance Office of Life
Sciences 100 F Street, N.E. Washington,
D.C. 20549-3720 Attention: Lauren Hamill

 Re:
 Whitehawk Therapeutics, Inc.
 Registration Statement on Form S-3
 File No. 333-286284
 Acceleration Request

 Requested Date:

 April 8, 2025

 Requested Time:

 4:00 p.m. Eastern Time, or as soon thereafter as practicable
 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Whitehawk Therapeutics , Inc. (the
“ Company ”) hereby requests that its Registration Statement on Form S-3 (File No. 333-286284) (the “ Registration Statement ”) be
declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the
Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Robert Wernli at (619) 361-4805.

 Sincerely,

 WHITEHAWK THERAPEUTICS, INC.

 By:

 /s/ David J. Lennon, Ph.D.

 David J. Lennon, Ph.D.

 Chief Executive Officer

 cc:
 Stephen Rodin, Whitehawk Therapeutics, Inc.
 Dan Koeppen, Wilson Sonsini Goodrich & Rosati
 Robert Wernli, Wilson Sonsini Goodrich & Rosati

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<TEXT>
 April 4, 2025

David Lennon
Chief Executive Officer
Whitehawk Therapeutics, Inc.
2 Headquarters Plaza
East Building, 11th Floor
Morristown, NJ 07960

 Re: Whitehawk Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed March 31, 2025
 File No. 333-286284
Dear David Lennon:

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

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

 Please contact Lauren Hamill at 303-844-1008 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Robert Wernli
</TEXT>
</DOCUMENT>

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CORRESP

 April 26, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3720

 Attention: Joshua Gorsky

Re:
 Aadi Bioscience, Inc.

Registration Statement on Form S-3

File No. 333-277018

Acceleration Request

Requested Date:

April 30, 2024

Requested Time:

4:00 p.m. Eastern Time, or as soon thereafter as practicable

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aadi Bioscience, Inc. (the “Company”) hereby requests that
its Registration Statement on Form S-3 (File No. 333-277018) (the “Registration Statement”) be declared effective at the “Requested Date”
and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Robert Wernli at (858) 350-2273.

Sincerely,

AADI BIOSCIENCE, INC.

By:

 /s/ David Lennon

David Lennon

Chief Executive Officer

cc:
 Steve Rodin, Aadi Bioscience, Inc.

Dan Koeppen, Wilson Sonsini Goodrich & Rosati

Robert Wernli, Wilson Sonsini Goodrich & Rosati

United States securities and exchange commission logo
February 20, 2024
David Lennon
Chief Executive Officer
Aadi Bioscience, Inc.
17383 Sunset Boulevard Suite A250
Pacific Palisades, CA 90272
Re:Aadi Bioscience, Inc.
Registration Statement on Form S-3
Filed February 12, 2024
File No. 333-277018
Dear David Lennon:
            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 Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert Wernli, Esq.

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CORRESP

 November 2, 2022

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, DC
20549-3720

 Attention:     Jason Drory

 Re:     Aadi Bioscience, Inc.

  Registration Statement on Form S-3

  File No. 333-268021

  Acceleration Request

Requested Date:     November 4, 2022

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

Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Aadi Bioscience, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-268021) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or
at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please
confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Dan Koeppen at (858) 350-2393 or via email at dkoeppen@wsgr.com.

[Signature page follows]

 Securities and Exchange Commission

November 2, 2022

 Page 2

 Sincerely,

 AADI BIOSCIENCE, INC.

 /s/ Neil Desai

 Neil Desai

 President and Chief Executive Officer

cc:
 Dan Koeppen, Wilson Sonsini Goodrich & Rosati, P.C.

Robert L. Wernli, Jr., Wilson Sonsini Goodrich & Rosati, P.C.

David G. Sharon, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
November 1, 2022
Neil Desai
President and Chief Executive Officer
Aadi Bioscience, Inc.
17383 Sunset Boulevard, Suite A250
Pacific Palisades, CA 90272
Re:Aadi Bioscience, Inc.
Registration Statement on Form S-3
Filed October 26, 2022
File No. 333-268021
Dear Neil Desai:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Sharon

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CORRESP

 September 30, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, DC 20549-3720

Attention:     Jane Park

Re:
 Aadi Bioscience, Inc.

Registration Statement on Form S-3

File No. 333-259785

Acceleration Request

Requested Date:      October 1, 2021

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

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Aadi Bioscience, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-259785) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or
at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please
confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Dan Koeppen at (858) 350-2393 or via email at dkoeppen@wsgr.com.

[Signature page follows]

 Securities and Exchange Commission

September 30, 2021

  Page
 2

Sincerely,

AADI BIOSCIENCE, INC.

 /s/ Neil Desai

Neil Desai

President and Chief Executive Officer

cc:
 Dan Koeppen, Wilson Sonsini Goodrich & Rosati, P.C.

Robert L. Wernli, Jr., Wilson Sonsini Goodrich & Rosati, P.C.

Savir S. Punia, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
September 29, 2021
Neil Desai
Chief Executive Officer
Aadi Bioscience, Inc.
17383 Sunset Boulevard, Suite A250
Pacific Palisades, California 90272
Re:Aadi Bioscience, Inc.
Registration Statement on Form S-3
Filed September 24, 2021
File No. 333-259785
Dear Dr. Desai:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dan Koeppen, Esq.

CORRESP
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CORRESP

 April 13, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Margaret Schwartz

Re:
 Aerpio Pharmaceuticals, Inc.

 Registration Statement on Form S-3

 Filed April 8, 2021

 File No. 333-255129

Dear Ms. Schwartz

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), Aerpio Pharmaceuticals, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to April 15, 2021, at 4:01 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact James Xu of Goodwin Procter LLP at (617)
570-1483.

 Sincerely,

Aerpio Pharmaceuticals, Inc.

/s/ Joseph Gardner

Joseph Gardner

President and Founder

cc:
 Gina Marek, Vice President Finance, Aerpio Pharmaceuticals, Inc.

 Danielle Lauzon, Esq., Goodwin Procter LLP

 James Xu, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
April 12, 2021
Joseph Gardner
President and Founder
Aerpio Pharmaceuticals, Inc.
9987 Carver Road
Cincinnati, OH 45242
Re:Aerpio Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed April 8, 2021
File No. 333-255129
Dear Mr. Gardner:
            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 Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James H. Xu, Esq.

February 7, 2019
Stephen Hoffman
Chief Executive Officer
Aerpio Pharmaceuticals, Inc.
9987 Carver Road
Cincinnati, OH 45242
Re:Aerpio Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed December 28, 2018
File No. 333-229087
Dear Mr. Hoffman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Todd Schiffman at 202-551-3491 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
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Acceleration Request

 Aerpio Pharmaceuticals, Inc.

9987 Carver Road

 Cincinnati, OH
45242

 February 8, 2019

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Aerpio Pharmaceuticals, Inc. (the “Company”)

 Acceleration Request for Registration Statement on Form S-3

 File No. 333-229087

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00
p.m., Washington, D.C. time, on February 12, 2019, or at such later time as the Company or its counsel may orally request via telephone call to the staff. Once the Registration Statement has been declared effective, please orally confirm that
event with our counsel, Goodwin Procter LLP, by calling Danielle Lauzon at (617) 570-1955. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the
Securities Act.

 Very truly yours,

Aerpio Pharmaceuticals, Inc.

By:

/s/ Stephen Hoffman

 Name:

 Title:

 Stephen Hoffman

 Chief Executive
Officer

 cc: Goodwin Procter LLP

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Response Letter

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

goodwinlaw.com

 +1 617 570 1000

 September 14, 2018

VIA EDGAR AND FEDEX

 Irene Paik

Erin Jaskot

 Office of Healthcare and Insurance

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:   Aerpio Pharmaceuticals, Inc.

Post-Effective Amendment No. 1 to Form S-1 on Form S-3

 Filed August 31, 2018

File No. 333-217320

Dear Ms. Paik:

 This letter is submitted on
behalf of Aerpio Pharmaceuticals, Inc. (the “Company”) in response to comments of the staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) in a letter dated September 11, 2018 (the “Comment Letter”) with respect to the Company’s filing of the Post-Effective Amendment No. 1 to Registration Statement on Form S-1 on Form S-3 (File No. 333-217320) filed with the Commission on August 31, 2018 (the “Post-Effective
Amendment”).

 For reference purposes, the text of the Comment Letter has been reproduced and italicized herein with our response
below the numbered comment. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Post-Effective Amendment.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter
via EDGAR, we are sending via Federal Express four (4) copies of this letter.

 General

1.
 We note that you included December 31, 2016 audited financial statements in the Form S-1 declared effective July 23, 2017 and that this is the first post-effective amendment to the registration statement. We also note that you sought to add financial statements for the year ended
December 31, 2017to your prospectus on May 25, 2018 without the filing of the requisite post-effective amendment. If an offering continues for more than nine

 Ms. Paik

Aerpio Pharmaceuticals, Inc.

 September 14, 2018

Page 2

 months, you are required to update
your registration statement by post-effective amendment if the information in the prospectus is more than 16 months old. Please tell us whether you engaged in the offer or sale of your securities between May 1, 2018 and the present. Refer to
Section 10(a)(3) of the Securities Act and Rule 427. For additional guidance, please refer to Questions 113.01 and 113.02 of the Securities Act Forms Compliance and Disclosure Interpretations.

RESPONSE: Based on records of transfers obtained from the Company’s transfer agent and insider filings by selling stockholders subject to
such disclosure requirements, the Company confirms that it is aware that offers or sales were made after May 1, 2018 by certain selling stockholders named in the Company’s registration statement on Form
S-1, declared effective June 23, 2017 (the “Registration Statement”). However, the Company respectfully advises the Staff that from and after May 1, 2018, any shares sold by selling
stockholders were eligible for resale under Rule 144 promulgated under the Securities Act. The Company supplementally advises the Staff that the shares in question were held for at least one year by the selling stockholders, the Company was current
in its Exchange Act periodic reporting and none of the selling stockholders were affiliates of the Company.

 The Company believes that the
supplemental information contained herein is responsive to the Staff’s comments. Should you have any further comments or questions with regard to the foregoing, please contact the undersigned at 617-570-1955.

Sincerely,

 /s/ Danielle Lauzon

Danielle Lauzon

 cc:     Stephen Hoffman, Aerpio Pharmaceuticals, Inc.

Michael Rogers, Aerpio Pharmaceuticals, Inc.

Kingsley Taft, Goodwin Procter LLP

September 11, 2018
Stephen Hoffman
Chief Executive Officer
Aerpio Pharmaceuticals, Inc.
9987 Carver Road
Cincinnati, OH 45242
Re:Aerpio Pharmaceuticals, Inc.
Post-Effective Amendment No. 1 to Form S-1 on Form S-3
Filed August 31, 2018
File No. 333-217320
Dear Dr. Hoffman:
            We have reviewed your post-effective amendment and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Post-Effective Amendment No. 1 to Form S-1 on Form S-3 Registration Statement filed August
31, 2018
General
1.We note that you included December 31, 2016 audited financial statements in the Form S-
1 declared effective July 23, 2017 and that this is the first post-effective amendment to the
registration statement.  We also note that you sought to add financial statements for the
year ended December 31, 2017 to your prospectus on May 25, 2018 without the filing of
the requisite post-effective amendment.  If an offering continues for more than nine
months, you are required to update your registration statement by post-effective
amendment if the information in the prospectus is more than 16 months old.  Please tell us
whether you engaged in the offer or sale of your securities between May 1, 2018

 FirstName LastNameStephen Hoffman
 Comapany NameAerpio Pharmaceuticals, Inc.
 September 11, 2018 Page 2
 FirstName LastName
Stephen Hoffman
Aerpio Pharmaceuticals, Inc.
September 11, 2018
Page 2
and the present.  Refer to Section 10(a)(3) of the Securities Act and Rule 427.  For
additional guidance, please refer to Questions 113.01 and 113.02 of the Securities Act
Forms Compliance and Disclosure Interpretations.
            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 Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Danielle Lauzon, Esq. - Goodwin Procter LLP

CORRESP
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Acceleration request

 Aerpio Pharmaceuticals, Inc.

9987 Carver Road

Cincinnati, OH 45242

 April 9, 2018

 VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Aerpio Pharmaceuticals, Inc. (the “Company”)

Acceleration Request for Registration Statement on Form S-3

File No. 333-223113

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned respectfully requests that
the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m., Washington, D.C. time, on April 11, 2018, or at such later time as the Company or its counsel may orally
request via telephone call to the staff. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Goodwin Procter LLP, by calling Danielle Lauzon at (617)
570-1955. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Securities Act.

 Very truly yours,

Aerpio Pharmaceuticals, Inc.

By:

/s/ Stephen Hoffman

 Name:

 Title:

 Stephen Hoffman

 Chief Executive
Officer

 cc: Goodwin Procter LLP

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Acceleration Request

 Aerpio Pharmaceuticals, Inc.

9987 Carver Road

 Cincinnati, OH
45242

 June 21, 2017

 VIA EDGAR

Suzanne Hayes

 Mary Beth Breslin

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Healthcare and Insurance

 100
F Street, N.E.

 Washington, D.C. 20549

Re:
Aerpio Pharmaceuticals, Inc. (the “Company”)

 Registration Statement on
Form S-1

 File No. 333-217320

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00
p.m., Washington, D.C. time, on June 23, 2017, or at such later time as the Company or its counsel may orally request via telephone call to the staff. Once the Registration Statement has been declared effective, please orally confirm that event
with our counsel, Goodwin Procter LLP, by calling Danielle Lauzon at (617) 570-1955.

 The Company hereby acknowledges that:

•

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

•

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

•

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

 Very truly yours,

Aerpio Pharmaceuticals, Inc.

By:

/s/ Joseph H. Gardner

 Name:

 Title:

 Joseph H. Gardner

 Chief Executive
Officer

 cc: Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 June 9, 2017

Suzanne Hayes

 Mary Beth Breslin

Office of Healthcare and Insurance

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Aerpio Pharmaceuticals, Inc.

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

 Filed May 22, 2017

File No. 333-217320

 Dear
Ms. Breslin,

 This letter is confidentially submitted on behalf of Aerpio Pharmaceuticals, Inc. (the
“Company”) in response to comments of the staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the
Company’s confidential submission of the draft Amendment No. 1 to Registration Statement on Form S-1 submitted on May 22, 2017 (the “Amendment No. 1”), as set forth in the Staff’s letter dated June 7,
2017 to Joseph Gardner, President and Chief Executive Officer (the “Comment Letter”). The Company is concurrently filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which includes
changes to reflect responses to the Staff’s comments and other updates.

 For reference purposes, the text of the Comment
Letter has been reproduced and italicized herein with responses below each numbered comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Amendment No. 1, and page references in the
responses refer to Amendment No. 2. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 2.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to confidentially
submitting this letter via EDGAR, we are sending via Federal Express four (4) copies of each of this letter and Amendment No. 2 (marked to show changes from Amendment No. 1).

 Ms. Breslin

Securities and Exchange Commission

 June 9, 2017

 Page
 2

 Description of our Business

Our solution, page 58

1.
We note your response to prior comment 5; however, the revised disclosure indicates that the sole patient you highlight in Figure 4 represented only about 29% of all patients in the cohort (i.e., patients who
achieved a retinal thickness of less than 300 microns). Please revise the graphic so that it also illustrates, by comparison, the mean change in retinal thickness achieved by all 48 patients in the cohort. Alternatively, please remove the
graphic.

 RESPONSE: The Company respectfully advises the Staff that it has updated its disclosure on pages 57-58 in
response to the Staff’s comment.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page 98

2.
LWBJ, LLP’s letter dated April 14, 2017 filed as Exhibit 16.1 to Form S-1 filed on April 14, 2017 refers to disclosure that is not included in that filing. As such, incorporating that letter by
reference into your S-1/A filed May 22, 2017 does not appear appropriate. Please amend your filing to include an updated exhibit 16.1 that refers to disclosure herein.

RESPONSE: The Company respectfully advises the Staff that it has updated Exhibit 16.1 of Amendment No. 2 in response to the Staff’s
comment.

 Selling Stockholders, page 129

3.
We note the last paragraph of your response to prior comment 8 that the selling shareholders are “longtime investors” in Aerpio Therapeutics, Inc. With respect to each of the selling shareholders that were
affiliates of Aerpio, such as the “major shareholders” with board representation or pre-merger officers and directors you reference in your response, please expand your response to tell us how long they have held the Aerpio shares, the
circumstances under which they received them, their relationship to the issuer, the amount of shares involved, and whether the shareholders are in the business of underwriting securities.

RESPONSE: The Company respectfully advises the Staff that detailed information regarding shares held by the “major stockholders”,
pre-merger directors and officers, and affiliates (the “Affiliated Stockholders”) of Aerpio Therapeutics, Inc. (“Aerpio”) has been included below. It should be noted that the following description is historical and
has not been adjusted to give effect to the Merger (as defined in Amendment No. 2) or the share conversion ratio pursuant to the Merger Agreement. In connection with the Merger, each 2.3336572 shares of Aerpio regardless of the series or class
of such share, were converted into one share of common stock of the Company.

 Shares in Aerpio held by the Affiliated Stockholders

 On December 23, 2011, Aerpio issued an aggregate of 3,094,774 shares of Series A convertible preferred stock at a price per share
of $1.83. The table below sets forth the number of shares of Series A convertible preferred stock sold to the Affiliated Stockholders.

 Ms. Breslin

Securities and Exchange Commission

 June 9, 2017

 Page
 3

 Purchaser

 Shares of Series A Preferred Stock

Novartis Bioventures Ltd.

1,004,507

Trusts and Other Entities affiliated with Muneer A. Satter

202,599

Venture Investors Early Stage Fund IV

573,450

Entities affiliated with Kearny Venture

164,402

Triathlon Medical Ventures

462,678

Joseph Gardner

34,830

Anupam Dalal (1)

148,991

Kevin Peters

1,126

 (1) Anupam Dalal, a director in Aerpio, has claimed beneficial ownership over shares held by TWHVP SPV, LLC
and Revelation TWHVP, LLC.

 On August 28, 2012, Aerpio issued an aggregate of 9,528,622 shares of Series A1 convertible preferred
stock at a price per share of $1.70. The table below sets forth the number of shares of Series A1 convertible preferred stock sold to the Affiliated Stockholders.

 Purchaser

 Shares of Series A1 Preferred Stock

Novartis Bioventures Ltd.

4,164,374

Trusts and Other Entities affiliated with Muneer A. Satter

1,061,004

Venture Investors Early Stage Fund IV

1,122,007

Entities affiliated with Kearny Venture

945,680

Triathlon Medical Ventures

753,812

Joseph Gardner

121,752

Kevin Peters

14,863

 Ms. Breslin

Securities and Exchange Commission

 June 9, 2017

 Page
 4

 On August 23, 2013, Aerpio issued an aggregate of 4,705,882 shares of Series A1
convertible preferred stock at a price per share of $1.70. The table below sets forth the number of shares of Series A1 convertible preferred stock sold to the Affiliated Stockholders.

 Purchaser

 Shares of Series A1 Preferred Stock

Novartis Bioventures Ltd.

2,324,605

Trusts and Other Entities affiliated with Muneer A. Satter

570,723

Venture Investors Early Stage Fund IV

357,092

Entities affiliated with Kearny Venture

446,625

Triathlon Medical Ventures

166,947

Joseph Gardner

64,573

Kevin Peters

10,762

Duane Nash

75,000

 On November 1, 2013, Aerpio issued an aggregate of 5,294,118 shares of Series A1 convertible preferred
stock at a price per share of $1.70. The table below sets forth the number of shares of Series A1 convertible preferred stock sold to the Affiliated Stockholders.

 Purchaser

 Shares of Series A1 Preferred Stock

Novartis Bioventures Ltd.

1,176,471

Trusts and Other Entities affiliated with Muneer A. Satter

1,794,121

Venture Investors Early Stage Fund IV

357,038

Entities affiliated with Kearny Venture

446,558

Triathlon Medical Ventures

166,922

Joseph Gardner

64,563

 On April 22, 2014, Aerpio issued an aggregate of 10,476,182 shares of Series A2 convertible preferred
stock at a price per share of $2.10. The table below sets forth the number of shares of Series A2 convertible preferred stock sold to the Affiliated Stockholders.

 Ms. Breslin

Securities and Exchange Commission

 June 9, 2017

 Page
 5

 Purchaser

 Shares of Series A2 Preferred Stock

Novartis Bioventures Ltd.

1,585,609

Orbimed Private Investments V, L.P.

7,142,857

Trusts and Other Entities affiliated with Muneer A. Satter

519,973

Venture Investors Early Stage Fund IV

139,598

Entities affiliated with Kearny Venture

349,749

Triathlon Medical Ventures

65,264

Joseph Gardner

44,043

Kevin Peters

7,340

 In March 2016, Aerpio issued convertible promissory notes for an aggregate principal amount of $4,496,533. The
convertible notes accrued interest at 8% per annum, compounding annually. The table below sets forth the principal amount of the convertible promissory notes sold and the interest outstanding as of the date of the Merger for the Affiliated
Stockholders. All outstanding principal and interest under these convertible notes were automatically converted into shares of Aerpio common stock, in the numbers set forth in the table below, immediately prior to the Merger, which were then
converted into shares of Company Common Stock (as defined in Amendment No. 2) on a 2.3336572:1 basis at the effective time of the Merger.

 Purchaser

 Principal Price

 Interest

 Number of Shares of Aerpio Common
Stock Upon Conversion

Entities affiliated with Novartis Bioventures Ltd.

$1,394,279

$106,653

714,729

Orbimed Private Investments V, L.P.

$971,096

$74,282

497,798

Trusts and Other Entities affiliated with Muneer A. Satter

$563,992

$43,142

289,111

Venture Investors Early Stage Fund IV

$346,570

$26,510

177,657

Entities affiliated with Kearny Venture

$319,900

$24,470

163,985

Triathlon Medical Ventures

$219,649

$16,802

112,595

Joseph Gardner

$44,832

$3,429

22,981

Kevin Peters

$4,635

$355

2,375

Duane Nash

$10,197

$749

5,211

 Ms. Breslin

Securities and Exchange Commission

 June 9, 2017

 Page
 6

 In July 2016, Aerpio issued convertible promissory notes for an aggregate principal amount
of $4,496,533. The convertible notes accrued interest at 8% per annum, compounding annually. The table below sets forth the principal amount of the convertible promissory notes sold and the interest outstanding as of the date of the Merger for
the Affiliated Stockholders. All outstanding principal and interest under these convertible notes were automatically converted into shares of Aerpio common stock, in the numbers set forth in the table below, immediately prior to the Merger which
were then converted into shares of Company Common Stock (as defined in Amendment No. 2) on a 2.3336572:1 basis at the effective time of the Merger.

 Purchaser

 Principal Price

 Interest

 Number of Shares of Aerpio Common
Stock Upon Conversion

Entities affiliated with Novartis Bioventures Ltd.

$1,394,279

$74,260

699,304

Orbimed Private Investments V, L.P.

$971,096

$51,721

487,055

Trusts and Other Entities affiliated with Muneer A. Satter

$563,992

$30,038

282,871

Venture Investors Early Stage Fund IV

$346,570

$18,458

173,823

Entities affiliated with Kearny Venture

$319,900

$17,038

160,446

Triathlon Medical Ventures

$219,649

$11,699

110,165

Joseph Gardner

$44,832

$2,388

22,485

Kevin Peters

$4,635

$247

2,324

Duane Nash

$10,197

$543

5,114

 Ms. Breslin

Securities and Exchange Commission

 June 9, 2017

 Page
 7

 In October 2016, Aerpio issued convertible promissory notes for an aggregate principal
amount of $3,469,141. The convertible notes accrued interest at 8% per annum, compounding annually. The table below sets forth the principal amount of the convertible promissory notes sold and the interest outstanding as of the date of the
Merger for the Affiliated Stockholders. All outstanding principal and interest under these convertible notes were automatically converted into shares of Aerpio common stock, in the numbers set forth in the table below, immediately prior to the
Merger which were then converted into shares of Company Common Stock (as defined in Amendment No. 2) on a 2.3336572:1 basis at the effective time of the Merger.

 Purchaser

 Principal Price

 Interest

 Number of Shares of Aerpio Common
Stock Upon Conversion

Entities affiliated with Novartis Bioventures Ltd.

$1,075,707

$31,829

527,397

Orbimed Private Investments V, L.P.

$749,214

$22,169

367,325

Trusts and Other Entities affiliated with Muneer A. Satter

$435,128

$12,875

213,334

Venture Investors Early Stage Fund IV

$267,384

$7,912

131,093

Entities affiliated with Kearny Venture

$246,808

$7,303

121,005

Triathlon Medical Ventures

$169,463

$5,014

83,084

Joseph Gardner

$34,589

$1,023

16,958

Kevin Peters

$3,576

$106

1,753

Duane Nash

$7,867

$233

3,856

 Ms. Breslin

Securities and Exchange Commission

 June 9, 2017

 Page
 8

 In January 2017, Aerpio issued convertible promissory notes for an aggregate principal
amount of $297,355. The convertible notes accrued interest at 8% per annum, compounding annually. The table below sets forth the principal amount of the convertible promissory notes sold and the interest outstanding as of the date of the Merger
for the Affiliated Stockholders. All outstanding principal and interest under these convertible notes were automatically converted into shares of Aerpio common stock, in the numbers set forth in the table below, immediately prior to the Merger which
were then converted into shares of Company Common Stock (as defined in Amendment No. 2) on a 2.3336572:1 basis at the effective time of the Merger.

 Purchaser

 Principal Price

 Interest

 Number of Shares of Aerpio Common
Stock Upon Conversion

Entities affiliated with Novartis Bioventures Ltd.

$92,203

$869

44,320

Orbimed Private Investments V, L.P.

$64,218

$605

30,868

Trusts and Other Entities affiliated with Muneer A. Satter

$37,297

$352

17,927

Venture Investors Early Stage Fund IV

$22,919

$216

11,016

Entities affiliated with Kearny Venture

$21,155

$199

10,168

Triathlon Medical Ventures

$14,525

$137

6,982

Joseph Gardner

$2,965

$28

1,425

Kevin Peters

$307

$3

147

Duane Nash

$674

$6

324

 Ms. Breslin

Securities and Exchange Commission

 June 9, 2017

 Page
 9

 In 2011, Joseph Gardner received 8,000 shares of Aerpio common stock as part of his
compensation package for his services as the President and Chief Executive Officer. In 2011, 2013 and 2014, Joseph Gardner received 75,221, 264,229 and 409,496 shares of restricted common stock, respectively, in Aerpio as part of his compensation
package for his services as the President and Chief Executive Officer. In 2011, 2013 and 2014, Kevin Peters received 38,538, 256,373 and 403,929 shares of restricted common stock, respectively, in Aerpio as part of his compensation package for his
services as the Senior Vice President and Chief Scientific Officer. In 2014, Adrienne Graves received 30,788 shares of restricted common stock in Aerpio as part of her compensation package for her services as a consultant to Aerpio.

Relationship to the Company

The Affiliated Stockholders are either private investment funds or individual investors.

Reinhard Ambros and Campbell Murray, affiliates of Novartis Bioventures Ltd., Chau Khuong, an affiliate of Orbimed Private Investments V, L.P.,
Muneer Satter, Paul Weiss, an affiliate of Venture Investors Early Stage Fund IV, Caley Castelein, an affiliate of Kearny Venture, and John Rice, an affiliate of Triathlon Medical Ventures were each directors of Aerpio prior to the closing of the
Merger. Each of these individuals were nominated to the Board in connection with an investment by their respective fund and they did not have any special contractual or other rights, other than those provided in the investment agreements.

Joseph Gardner was an officer and director of Aerpio, Kevin Peters was an officer of Aerpio, and Anupam Dalal, Adrienne Graves and Duane Nash
were directors of Aerpio. Joseph Gardner, Anupam Dalal, Adrienne Graves and Duane Nash were each designated as directors by the holders of a majority of Aerpio’s outstanding common stock.

The Company advises the Staff that the respective equity purchase and convertible note purchase agreements pursuant to which each of these
investors acquired Aerpio securities were the product of extensive arm’s length negotiations among the applicable parties and were subject to customary terms and conditions

Mail  Stop 4546
June 7 , 2017

Joseph Gardner, Ph.D.
President and Chief Executive Officer
Aerpio Pharmaceuticals, Inc.
9987 Carver Road
Cincinnati, OH 45242

Re: Aerpio  Pharmaceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed May 22 , 2017
  File No. 333 -217320

Dear Dr. Gardner :

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

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

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comm ents.  Unless we note
otherwise, our references to prior comments are to comments in our May 12, 2017 letter.

Description of our Business
Our solution, page 58

1. We note your response to prior comment 5; however, the revised disclosure indicates that
the sole patient you highlight in Figure 4 represented only about 29% of all patients in the
cohort (i.e., patients who achieved a retinal thickness of less than 300 microns).  Please
revise the graphic so that it also illustrates, by comparison, the mean chan ge in retinal
thickness achieved by all 48 patients in the cohort.  Alternatively, please remove the
graphic.

Joseph Gardner, Ph.D.
Aerpio Pharmaceuticals, Inc.
June 7 , 2017
Page 2

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page
98

2. LWBJ, LLP’s letter dated April 14, 2017 filed as Ex hibit 16.1 to Form S -1 filed on April
14, 2017 refers to disclosure that i s not included in that filing.  As such, incorporating
that letter by reference into your S -1/A filed May 22, 2017 does not appear appropriate.
Please amend your filing to include a n updated exhibit 16.1 that refers to disclosure
herein.

Selling Stockholders, page 129

3. We note the last paragraph of your response to prior comment 8 that the selling
shareholders are “longtime investors” in Aerpio Therapeutics, Inc. With respect to ea ch
of the selling shareholders that were affiliates of Aerpio, such as the “major shareholders”
with board representation or pre -merger officers and directors you reference in your
response, please expand your response to tell us how long they have held th e Aerpio
shares, the circumstances under which they received them, their relationship to the issuer,
the amount of shares involved, and whether the shareholders are in the business of
underwriting securities.

You m ay contact Jacob Luxen burg at (202) 551 -2339  or James Rosenberg  at (202) 551 -
3679  if you have questions regarding comments on the financial statements and related matte rs.
Please contact Christine Westbrook  at (202) 551 -5019  or Mary Beth Breslin  at (202) 551 -3625
with any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Danielle Lauzon, Esq.
      Goodwin Proctor LLP

CORRESP
1
filename1.htm

SEC response letter

 May 22, 2017

Suzanne Hayes

 Office of Healthcare and Insurance

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Aerpio Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed April 14, 2017

File No. 333-217320

 Dear Ms. Breslin,

This letter is confidentially submitted on behalf of Aerpio Pharmaceuticals, Inc. (the “Company”) in response to
comments of the staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s filing of the Registration Statement on
Form S-1 on April 14, 2017 (the “Registration Statement”), as set forth in the Staff’s letter dated May 12, 2017 to Joseph Gardner, President and Chief Executive Officer (the “Comment Letter”). The
Company is concurrently filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which includes changes to reflect responses to the Staff’s comments and other updates.

For reference purposes, the text of the Comment Letter has been reproduced and italicized herein with responses below each numbered comment.
Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses refer to Amendment No. 1. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in Amendment No. 1.

 The responses provided herein are based upon information
provided to Goodwin Procter LLP by the Company. In addition to confidentially submitting this letter via EDGAR, we are sending via Federal Express four (4) copies of each of this letter and Amendment No. 1 (marked to show changes from the
Registration Statement).

 Ms. Breslin

Securities and Exchange Commission

 May 22, 2017

 Page
 2

 Prospectus Summary

Overview, page 2

1.
Please explain the meaning of terms at their first use, such as “molecule activator of the Tie-2 pathway,” “diabetic macular edema,” “hypoxia-inducible factor-1 alpha,” “humanized
monoclonal antibody” and “anti-VEGF.”

 RESPONSE: The Company respectfully advises the Staff that it has
updated its disclosure on pages 2-3, 14, and 51-53 in response to the Staff’s comment.

2.
Please revise to clarify and to present consistently in your Summary the current stage of development of your product candidate AKB-9778. From your disclosure on page 2 and in the fourth bullet point on page 4, it
appears you have not yet begun phase 2 trials, but you also state in the first bullet point on page 4 that you have begun phase 2 development, and in the third bullet point on page 4 you appear to suggest that you have received positive results from
phase 2 trials.

 RESPONSE: The Company respectfully advises the Staff that it has updated its disclosure on pages 2, 4,
and 51 in response to the Staff’s comment.

 Risks Associated with our Business, page 3

3.
Please add a bullet point disclosing that shareholders will have limited ability to influence corporate matters because a small number of your existing shareholders hold a significant amount of your outstanding
common stock.

 RESPONSE: The Company respectfully advises the Staff that it has updated its disclosure on page 4 in
response to the Staff’s comment.

 Description of our Business

Overview, page 52

4.
Please revise your disclosure to indicate the source of the statistics you present in the third and fourth paragraphs of this section, as well as the second full paragraph on page 64.

RESPONSE: The Company respectfully advises the Staff that it has updated its disclosure on pages 51-52 and 63 in response to the Staff’s
comment.

 Our Solution AKB-9778, page 56

5.
It is inappropriate to highlight the results regarding change in retinal thickness from a single patient in your Phase 2 trial in the last paragraph on page 58 and in the table on page 59. Please revise to remove
this disclosure or include additional context such as the changes in retinal thickness experienced by each patient in the trial.

RESPONSE: The Company respectfully advises the Staff that it has updated its disclosure on page 58 in response to the Staff’s comment.

 Ms. Breslin

Securities and Exchange Commission

 May 22, 2017

 Page
 3

 Clinical Results in DR, page 61

6.
We note your comparison of AKB-9778’s response rate in diabetic retinopathy severity measured in the Phase 2 study to that of ranibizumab, “an approved therapy for DR in the presence of DME.” Please
revise to eliminate the inference that your product candidate is more likely to be found effective for purposes of FDA approval.

RESPONSE: The Company respectfully advises the Staff that it has updated its disclosure on page 60 in response to the Staff’s comment.

 Certain Relationships and Related Person Transactions, page 116

7.
We note your disclosure that Aerpio issued convertible promissory notes to certain related persons. Please revise your disclosure to include the rate or amount of interest that was payable on the notes since the
beginning of your last fiscal year. Please refer to Item 404(a)(5) of Regulation S-K.

 RESPONSE: The Company
respectfully advises the Staff that it has updated its disclosure on pages 119-120 in response to the Staff’s comment.

 Selling Stockholders, page
126

8.
Please provide us your analysis as to why each of the selling shareholders who received your shares in the merger and conversion transactions and the share cancellation transaction should not be deemed underwriters
pursuant to Securities Act Rule 145(c). To the extent they are, please name them as underwriters and revise to clarify that the price at which they are offering their shares will remain fixed for the duration of the offering. If they are not, please
provide us a basis for your conclusion, including a discussion of whether such selling shareholders were a party to or an affiliate of a party to the business combination transaction discussed in this prospectus. Refer to Section II.G of Securities
Act Release 33-8869 (2007).

 RESPONSE: The Company respectfully advises the Staff that based on its analysis of all of
the circumstances behind these transactions, as discussed in greater detail below, it does not believe that the selling shareholders who received the Company’s shares in the merger and conversion transactions and the share cancellation
transactions should be deemed underwriters pursuant to Securities Act Rule 145(c).

 The Company considered the definition of an
“Underwriter” provided in Section 2(11) of the Securities Act in its analysis:

 Section 2(11) of the Securities Act
defines an “underwriter” to include: “any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect
participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking…”

a.
 The shares exchanged in the transactions described above (the “Securities”) were not purchased with a
view to distribute such Securities. As described in the Registration Statement, the Securities were originally purchased by the selling shareholders either (i) in

 Ms. Breslin

Securities and Exchange Commission

 May 22, 2017

 Page
 4

connection with an investment in Aerpio Therapeutics, Inc., the formerly private company party to the merger (“Aerpio”) or (ii) in the ordinary course of business in connection with employment at Aerpio
or the exercise of Aerpio stock options. In both cases, the Securities were purchased with a long-term investment intent in Aerpio (for which such selling shareholders made representations to Aerpio at the time the Aerpio securities were acquired of
such investment intent) and, after the transactions referenced above, the Company. In fact, with respect to the vast majority of Securities acquired in the merger, conversion and share cancellation transactions, the receiving shareholders entered
into customary lockup agreements with the Company for a period of nine months. In addition, at the time of acquisition of the Securities, none of the selling shareholders had any agreements or understandings, directly or indirectly, with any person
to distribute such Securities.

b.
The registration of the selling shareholder shares through the Registration Statement constitutes a valid secondary offering and is not an offering by or on behalf of the Company. The Company will not receive any
proceeds from the sale of the shares and the Company has no contracts, commitments, arrangements or understandings with any of the selling shareholders who received shares in transactions described above to create a public market or carry out any
transaction in the shares. As such, the selling shareholders are not acting as a conduit for the Company, and the Company believes that the present registered offering is properly suited as a secondary offering and not an indirect primary offering.

 For the reasons set forth above, the Company respectfully submits to the Staff that the selling shareholders should not be
deemed underwriters pursuant to the Securities Act. Finally, the Company respectfully advises the Staff that, except perhaps with respect to certain major shareholders of Aerpio who had representatives on Aerpio’s board of directors prior to
the merger transaction (and who were named as the 5% stockholders in the Registration Statement) and Aerpio’s pre-merger directors and officers who received shares of the Company in the merger transaction, the selling shareholders were not a
party to or an affiliate of a party to the business combination transaction discussed in the Registration Statement. However, even for these shareholders who could be deemed to be affiliates of Aerpio, such shareholders were longtime investors and
shareholders in Aerpio, the Company believes that such shareholders have already incurred the economic risk of their investments. None of these shareholders have any arrangement with any person to participate in the distribution of these securities.

 Zeta Acquisition Corp. II

 Financial Statements
and Report of Independent Registered Public Accounting Firm, F-25

9.
Please tell us why these financial statements and, as applicable, the report of the independent registered public accounting firm do not provide disclosure of the Merger, the Conversion, the Share Cancellation and
the Offering as discussed on page 87.

 RESPONSE: The Company respectfully advises the Staff that, as a result of the
Merger which took place on March 15, 2017, the Company legally acquired the business of Aerpio Therapeutics, Inc. (“Aerpio”) and will continue the existing business operations of Aerpio as a public reporting company under the name
Aerpio Pharmaceuticals, Inc. In accordance with ASC 805, “Business Combinations,” Aerpio is considered the accounting acquirer in the Merger and will account for the transaction as a recapitalization and reverse acquisition for financial
reporting purposes. Consequently, the assets and liabilities and the historical operations that will be reflected in the Company’s consolidated financial statements will be those of Aerpio and will be recorded at their historical cost basis.
Retrospective adjustment for the reverse acquisition has been made within the Company’s interim condensed consolidated financial statements for the three months ended March 31, 2017 to be included in Amendment No. 1, the period in
which the transaction occurred.

 Concurrent with the retrospective application for the reverse acquisition within the Company’s
interim condensed consolidated financial statements for the three months ended March 31, 2017 to be included in Amendment No. 1, the consolidated financial statements of Aerpio have been updated and revised to reflect the reverse
acquisition. As the accounting acquirer, the historical consolidated financial statements of Aerpio are now the historical consolidated financial statements of the Company. All share and per share figures in those consolidated financial statements
reflect the exchange of each 2.3336572 shares of Aerpio capital stock, convertible

 Ms. Breslin

Securities and Exchange Commission

 May 22, 2017

 Page
 5

 notes and share based awards, then outstanding, for 1 share of Company common stock at the
effective time of the Merger. Consistent with reverse acquisition accounting treatment, the assets and liabilities and the historical operations that are reflected in these consolidated financial statements remain those of Aerpio and are recorded at
their historical cost basis.

 The financial statements of Zeta Acquisition Corp. II as originally issued and filed within its Annual Report
on Form 10-K are no longer those of the registrant following the Merger and application of reverse acquisition accounting. With the Merger now closed and reflected within the financial statements to be included in Amendment No. 1, there is no
longer a requirement to include the historical financial statements of Zeta Acquisition Corp. II within Amendment No. 1. In this regard, the historical financial statements of the Company are now those of Aerpio and no longer those of Zeta
Acquisition Corp. II. For the reasons set forth above, the Company respectfully advises the Staff that it has removed the Zeta Acquisition Corp. II financial statements as of and for the years ended December 31, 2016 and 2015 within Amendment
No. 1.

 Exhibit 16.1

10.
Please explain to us why the filing includes this exhibit but does not include disclosures regarding changes in and disagreements with accountants on accounting and financial disclosure to which LWBJ, LLP refers.

 RESPONSE: The Company respectfully advises the Staff that it has updated its disclosure on page 98 in response to the
Staff’s comment. Additionally, the Company respectfully advises the Staff that the change in the independent registered public accounting firm was properly disclosed as required by Regulation S-K Rule 304 under Item 4.01 within the
Company’s Current Report on Form 8-K filed with the Securities & Exchange Commission on March 17, 2017.

 Should you have
any further comments or questions with regard to the foregoing, please contact the undersigned at 617-570-1955.

 Sincerely,

/s/ Danielle Lauzon

 Danielle Lauzon

Enclosures

Cc:
Joseph Gardner, Aerpio Pharmaceuticals, Inc.

 Kingsley Taft, Goodwin Procter LLP

Mail  Stop 4546
May 12 , 2017

Joseph Gardner, Ph.D.
President and Chief Executive Officer
Aerpio Pharmaceuticals, Inc.
9987 Carver Road
Cincinnati, OH 45242

Re: Aerpio  Pharmaceuticals, Inc.
Registration Statement on Form S -1
Filed April 14, 2017
  File No. 333 -217320

Dear Dr. Gardner :

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

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

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

Prospectus Summary
Overview, page 2

1. Please explain the meaning of terms at their first use, such as “molecule activator of the
Tie-2 pathway ,” “diabetic macular edema,” “hypoxia -inducible fa ctor-1 alpha ,”
“humanized monoclonal antibody ” and “anti -VEGF.”

2. Please revise to clarify and to present consistently in your Summary the current stage of
develop ment of your product candidate AKB -9778.  From your disclosure on page 2 and
in the fourth bullet point on page 4, it appears you have not yet begun phase 2 trials, but
you also state in the first bullet point on page 4 that you have begun phase 2
developm ent, and in the third bullet point on page 4 you appear to suggest that you have
received positive results from phase 2 trials.

Joseph Gardner, Ph.D.
Aerpio Pharmaceuticals, Inc.
May 12, 2017
Page 2

 Risks Associated with our Business, page 3

3. Please add a bullet point disclosing that shareholders will have limited ability to influence
corporate matters because a small nu mber of your existing shareholders hold a significant
amount of your outstanding common stock.

Desc ription of our Business
Overview, page 52

4. Please revise your disclosure to indicate the source of the  statistics you present  in the
third and fourth paragraphs of this section , as well as the second full paragraph on page
64.

Our Solution AKB -9778, page 56

5. It is inappropriate to highlight the results regarding change in retinal thickness from a
single patient in your Phase 2 trial in the last parag raph on page 58 and in the table on
page 59 . Please revise to remove this disclosure or include additional context such as the
changes in retinal thickness experienced by each patient  in the trial .

Clinical R esults in DR, page 61

6. We note your comparison  of AKB-9778 ’s response rate in diabetic retinopathy severity
measured in the Phase 2 study to that of ranibizumab , “an approved therapy for DR in the
presence of DME. ” Please revise to eliminate  the inference that your product candidate is
more likely to be found effective for purposes of FDA approval.

Certain Relationships and Related Person Transactions, page 116

7. We note your disclosure that Aerpio issued convertible promissory notes to certain
related persons. Please revise your disclosure to include the rate or amount of interest that
was payable on the  notes  since the beginning of your last fiscal year . Please refer to Item
404(a)(5) of Regulation S -K.

Selling Stockholders, page 126

8. Please provide us your analysis as to why each of the selling shareholders who received
your shares in the merger and conversion transactions and the share cancellation
transaction  should not be deemed underwriters pursuant to Securi ties Act Rule 145(c). To
the extent they are, please name them as underwriters and revise to clarify that the price
at which they are offering their shares will remain fixed for the duration of the offering. If
they are not, please provide us a basis for y our conclusion, including a discussion of
whether such selling shareholders were a party to or an affiliate of a party to the business

Joseph Gardner, Ph.D.
Aerpio Pharmaceuticals, Inc.
May 12, 2017
Page 3

 combination transaction discussed in this prospectus.  Refer to Section II.G of Securities
Act Release 33 -8869 (2007).

Zeta Acquisition  Corp. II
Financial Statements and Report of Independent Registered Public Accounting Firm, F -25

9. Please tell us why these financial statements and, as applicable, the report of the
independent registered public accounting firm do not provide disclosure of  the Merger,
the Conversion, the Share Cancellation and the Offering as discussed on page 87.

Exhibit 16.1

10. Please explain to us why the filing includes this exhibit but does not include disclosures
regarding changes in and disagreements with accountants  on accounting and financial
disclosure to which LWBJ, LLP refers.

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 b y the staff.

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

You m ay contact Jacob Luxen burg at (202) 551-2339  or James Rosenberg  at (202) 551 -
3679  if you have questions regarding comments on the financial statements and related matte rs.
Please contact Christine Westbrook  at (202) 551 -5019  or Mary Beth Breslin  at (202) 551 -3625
with any other questions.

Sincerely,

 /s/ Mary Beth B reslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Danielle Lauzon, Esq.
     Goodwin Proctor LLP