|12670 High Bluff Drive
|San Diego, California 92130
|Tel: +1.858.523.5400 Fax: +1.858.523.5450
|FIRM / AFFILIATE OFFICES
|April 6, 2022
|Ms. Jane Park
|Office of Life Sciences
|Division of Corporation Finance
|U.S. Securities and Exchange Commission
|100 F Street N.E.
|Washington, D.C. 20549
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted February 28, 2022
CIK No. 0001888012
Dear Ms. Park:
We are in receipt of the Staffs letter dated March 3, 2022 with respect to the above-referenced confidential draft amended Registration Statement (the Amended Draft Registration Statement). We are responding to the Staffs comments on behalf of HilleVax, Inc. (HilleVax or the Company) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR the Registration Statement on Form S-1 (the Registration Statement) responding to the Staffs comments and updating the Amended Draft Registration Statement.
The Companys responses set forth in this letter are numbered to correspond to the numbered comments in the Staffs letter. All terms used but not defined herein have the meanings assigned to such terms in the Registration Statement. For ease of reference, we have set forth the Staffs comments and the Companys response for each item below.
Amendment No. 2 to Draft Registration Statement submitted on February 28, 2022
Our amended and restated certificate of incorporation and amended and restated bylaws, page 75
We note your disclosure on page 75 that the exclusive forum in your amended and restated certificate of incorporation does not apply to suits brought to enforce a duty or liability created by the Exchange Act. Please ensure that the exclusive forum provision in your amended and restated certificate of incorporation states this clearly.
April 6, 2022
HilleVaxs Response: The Company respectfully advises the Staff that the amended and restated certificate of incorporation filed as Exhibit 3.3 to the Registration Statement clearly states the foregoing Exchange Act provision.
Efficacy trials in adults, page 118
Please revise to disclose the number of participants enrolled in the Challenge trial for your LV01-103 product candidate.
HilleVaxs Response: The Company has revised the disclosure on page 118 of the Registration Statement in response to the Staffs comment.
Any comments or questions regarding the foregoing should be directed to the undersigned at (858) 523-3962. Thank you in advance for your cooperation in connection with this matter.
|Very truly yours,
|/s/ Matthew T. Bush
Matthew T. Bush
of LATHAM & WATKINS LLP
Tim Buchmiller, Securities and Exchange Commission
Julie Sherman, Securities and Exchange Commission
Terence OBrien, Securities and Exchange Commission
Robert Hershberg, M.D., Ph.D., HilleVax, Inc.
Wesley C. Holmes, Latham & Watkins LLP
Cheston J. Larson, Latham & Watkins LLP
Alan F. Denenberg, Davis Polk & Wardwell LLP
Emily Roberts, Davis Polk & Wardwell LLP