Jason L. Kent +1 858 550 6044 jkent@cooley.com | Via EDGAR and FedEx |
July 12, 2019
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Dorrie Yale |
Mary Beth Breslin
| Re: | Mirum Pharmaceuticals, Inc. |
Amendment No. 1 to Registration Statement on FormS-1
Filed July 8, 2019
FileNo. 333-232251
Ladies and Gentlemen:
On behalf of Mirum Pharmaceuticals, 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 July 10, 2019 (the “Comment Letter”) with respect to the Company’s Amendment No. 1 to Registration Statement on FormS-1 (the “Registration Statement”) filed with the Commission on July 8, 2019. Concurrently with the submission of this response letter, the Company is filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”). In addition to addressing the comments raised by the Staff in the Comment Letter, the Company has included other revisions and updates to its disclosures in the Amended Registration Statement. For the Staff’s reference, we have included two copies of the Amended Registration Statement marked to show all changes from the Registration Statement.
For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, the text of which is incorporated into this response letter for convenience in italicized type and followed by the Company’s response.
Risk Factors
Our amended and restated certificate of incorporation…, page 63
| 1. | We refer to Section VII. B of your Exhibit 3.2 and Section 49 of Exhibit 3.4, which state that the federal district courts shall be the exclusive forum for Securities Act claims. Please revise your disclosure here and elsewhere as appropriate to be consistent with the provision in your form of amended and restated certificate of incorporation and bylaws. |
Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858)550-6000 f: (858)550-6420 cooley.com
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U.S. Securities and Exchange Commission July 12, 2019 Page Two |
Response:In response to the Staff’s comment, the Company has revised the disclosures on pages 64, 163 and 164 of the Amended Registration Statement.
| 2. | Your counsel’s 5.1 opinion contains an assumption regarding the due execution and delivery of documents, including with respect to you. Please file an amended 5.1 opinion that does not contain this assumption with respect to you or advise. |
Response:In response to the Staff’s comment, the Company’s counsel has revised the 5.1 opinion to remove this assumption with respect to the Company.
* * *
Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com
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U.S. Securities and Exchange Commission July 12, 2019 Page Three |
Please contact me at (858)550-6044 or Kristin VanderPas at (415)693-2097 with any questions or further comments regarding the Company’s response to the Staff’s comments.
| Sincerely, |
| /s/ Jason L. Kent |
| Jason L. Kent |
| Cooley LLP |
| cc: | Christopher Peetz, Mirum Pharmaceuticals, Inc. |
Michael Grey, Mirum Pharmaceuticals, Inc.
Ian Clements, Ph.D., Mirum Pharmaceuticals, Inc.
Kristin VanderPas, Cooley LLP
Brian J. Cuneo, Latham & Watkins LLP
Mark V. Roeder, Latham & Watkins LLP
Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com