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United States securities and exchange commission logo
November 30, 2021
Ivana Magovevi-Liebisch, PhD, JD
Chief Executive Officer
Vigil Neuroscience, Inc.
1 Broadway, 7th Floor, Suite 07-300
Cambridge, MA 02142
Re: Vigil Neuroscience,
Inc.
Registration
Statement on Form S-1
Filed November 19,
2021
File No. 333-261230
Dear Dr. Magovevi-Liebisch:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed November 19, 2021
Pipeline Table, page 3
1. We note your increased
disclosure in response to prior comment 2. Please further expand
your disclosure to
explain how VGL101 for Alzheimer's Disease and the Small Molecule
TREM2 Agonist program
are two different products, instead of two different phases of the
same product. For
example, on page 131 you disclose that the purpose of the Phase
1b trial for VGL101 for
Alzheimer's Disease is "to inform the target patient population
and design for future
larger studies that evaluate the safety and efficacy of our small
molecule agonist."
Please further clarify that VGL101 for Alzheimer's Disease is a
different product from
the Small Molecule TREM2 Agonist program or revise your
pipeline table
appropriately.
Ivana Magovevi-Liebisch, PhD, JD
FirstName LastNameIvana Magovevi-Liebisch, PhD, JD
Vigil Neuroscience, Inc.
Comapany 30,
November NameVigil
2021 Neuroscience, Inc.
November
Page 2 30, 2021 Page 2
FirstName LastName
Our Corporate History and Team, page 4
2. We note your response to prior comment 4 and the related revised
disclosure. As
requested by our prior comment, please relocate this disclosure from
your prospectus
summary to your "Principal Stockholder" section and limit any textual
description of pre-
IPO investors to the investors identified in the Principal
Stockholders table.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Sasha Parikh at 202-551-3627 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Tyler Howes at 202-551-3370 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Kingsley L. Taft, Esq.