CORRESP 1 filename1.htm CORRESP

Conatus Pharmaceuticals Inc.

4365 Executive Dr., Suite 200

San Diego, California 92121

July 22, 2013

VIA EDGAR

Jeffrey P. Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

  Re:   Conatus Pharmaceuticals Inc.
         Registration Statement on Form S-1
         File No. 333-189305

Dear Mr. Riedler:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Conatus Pharmaceuticals Inc. (the “Company”), respectfully requests that the effective date of the Registration Statement on Form S-1 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on Wednesday, July 24, 2013, or as soon as practicable thereafter.

The undersigned, on behalf of the Company, acknowledges the following:

 

   

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

   

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

   

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


If you have any questions or require additional information, please contact Cheston J. Larson, Esq. of Latham & Watkins LLP at (858) 523-5435. Thank you for your assistance and cooperation in this matter.

 

Very truly yours,
CONATUS PHARMACEUTICALS INC.
By:   /s/ Charles J. Cashion
  Charles J. Cashion
  Senior Vice President, Finance,
  Chief Financial Officer and Secretary

 

cc: Thomas S. Levato, Esq., Goodwin Procter LLP
     Cheston J. Larson, Esq., Latham & Watkins LLP
     Matthew T. Bush, Esq., Latham & Watkins LLP