RayzeBio, Inc.
5505 Morehouse Drive, Suite 300
San Diego, CA 92121
September 12, 2023
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
Attn: Joshua Gorsky, Margaret Schwartz, Gary Newberry and Kevin Vaughn
Re: RayzeBio, Inc.
Registration Statement on Form S-1, as amended (File No. 333-274193)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, RayzeBio, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m. Eastern time, on September 14, 2023, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.
Once the Registration Statement has been declared effective, please orally confirm that event with Carlos Ramirez of Cooley LLP at (858) 550-6157 or, in his absence, Charles S. Kim of Cooley LLP at (858) 550-6049.
Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.
Very truly yours, | ||
RayzeBio, Inc. | ||
/s/ Ken Song | ||
By: | Ken Song, M.D. | |
Title: | Chief Executive Officer | |
| cc: | Arvind Kush, Chief Financial Officer, RayzeBio, Inc. |
Jeff Woodley, General Counsel, RayzeBio, Inc.
Carlos Ramirez, Cooley LLP
Charles S. Kim, Cooley LLP
Terren O’Connor, Cooley LLP
Alan F. Denenberg, Davis Polk & Wardwell LLP
Beth LeBow, Davis Polk & Wardwell LLP
