Darren K. DeStefano
+1 703 456 8034
ddestefano@cooley.com
September 17, 2018
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Mary Beth Breslin
Irene Paik
Jim Rosenberg
Tabatha Mccullom
Re: PhaseBio Pharmaceuticals, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 31, 2018
CIK No. 0001169245
Ladies and Gentlemen:
On behalf of PhaseBio Pharmaceuticals, Inc. (the “Company”), we are providing this letter in response to the comment of the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) contained in its letter, dated September 14, 2018 (the “Comment Letter”), relating to the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1 (“Draft Registration Statement”), confidentially submitted on August 31, 2018 (“Amendment No. 1”).
The Company is concurrently confidentially submitting Amendment No. 2 to the Draft Registration Statement (“Amendment No. 2”), which reflects changes made in response to the comment contained in the Comment Letter. We are also sending the Staff a copy of this letter along with four copies of Amendment No. 2 marked to show all changes from Amendment No. 1.
For your convenience, we have reproduced the comment contained in the Comment Letter in italics below. Page references in the text of this response letter correspond to the page numbers of Amendment No. 2. Capitalized terms used in this letter but not otherwise defined in this letter shall have the meanings set forth in Amendment No. 2.
Prospectus Summary, page 1
1. | We note your revisions in response to our prior comment 2 and continue to object to your characterization of PB2452 as “first-in-class.” Adding the qualifier “potentially” does not address our concerns that your product candidate is in the early stages of development and has only been tested on healthy patients. Please remove this statement. |
Cooley LLP One Freedom Square Reston Town Center 11951 Freedom Drive Reston, VA 20190-5640
t: (703) 456-8000 f: (703) 456-8100 cooley.com
September 17, 2018
Page Two
In response to the Staff’s comment, the Company has revised its disclosure on pages 1, 3, 66, 80, 82, 83 and F-7 of Amendment No. 2.
* * * *
Please contact me at (703) 456-8034 with any questions or further comments regarding our response to the Staff’s comment.
Sincerely,
/s/ Darren K. DeStefano
Darren K. DeStefano
cc: | Jonathan P. Mow, PhaseBio Pharmaceuticals, Inc. |
Christian E. Plaza, Cooley LLP |
Madison A. Jones, Cooley LLP |
Edwin M. O’Connor, Goodwin Procter LLP |
Seo Salimi, Goodwin Procter LLP |
Cooley LLP One Freedom Square Reston Town Center 11951 Freedom Drive Reston, VA 20190-5640
t: (703) 456-8000 f: (703) 456-8100 cooley.com