Alan Hambelton
T: +1 206 452 8756
ahambelton@cooley.com
August 3, 2021
Sasha Parikh
Vanessa Robertson
Dillon Hagius
Jeffrey Gabor
Office of Life Sciences
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Eliem Therapeutics, Inc. |
Amendment No. 1 to Registration Statement on Form S-1
Filed August 2, 2021
File No. 333-257980
Ladies and Gentlemen:
On behalf of Eliem Therapeutics, Inc. (the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 2, 2021 (the “Comment Letter”) with respect to the Company’s Amendment No. 1 filed with the Commission on August 2, 2021 (the “Registration Statement Amendment No. 1”) to its Registration Statement on Form S-1 filed with the Commission on July 16, 2021 (the “Registration Statement”). Concurrently with the submission of this response letter, the Company is filing Amendment No. 2 to the Registration Statement (“Registration Statement Amendment No. 2”).
For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below, page number references are to Registration Statement Amendment No. 2.
Amendment No. 1 to Registration Statement on Form S-1
Notes to Condensed Consolidated Financial Statements
Note 9. Subsequent Events, page F-43
| 1. | Please quantify the amount of the stock compensation expense you expect to recognize for the grants issued subsequent to March 31, 2021. |
Cooley LLP 1700 Seventh Avenue Suite 1900 Seattle, WA 98101-1355
t: +1 206 452 8756 f: +1 206 452 8800 cooley.com
August 3, 2021
Page Two
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page F-43 of the Registration Statement Amendment No. 2.
* * *
Please contact me at (206) 452-8756 or Julia Stark at (206) 452-8781 with any questions or further comments regarding our response to the Staff’s comment.
| Sincerely, |
| /s/ Alan Hambelton |
| Alan Hambelton Cooley LLP |
| cc: | Bob Azelby, Chief Executive Officer, Eliem Therapeutics, Inc. |
Erin Lavelle, Executive Vice President, Chief Operating Officer and Chief Financial Officer, Eliem Therapeutics, Inc.
James B. Bucher, Executive Vice President and General Counsel, Eliem Therapeutics, Inc.
Brian Cuneo, Latham & Watkins LLP
Phillip Stoup, Latham & Watkins LLP
Cooley LLP 1700 Seventh Avenue Suite 1900 Seattle, WA 98101-1355
t: +1 206 452 8756 f: +1 206 229 3428 cooley.com