United States securities and exchange commission logo





                              May 27, 2021

       Joshua B. Cohen, Justin B. Klee
       Co-Chief Executive Officers
       Amylyx Pharmaceuticals, Inc.
       43 Thorndike St.
       Cambridge, Massachusetts 02141

                                                        Re: Amylyx
Pharmaceuticals, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 26,
2021
                                                            CIK No, 0001658551

       Dear Mr. Cohen:

              We have reviewed your draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Summary, page 1

   1.                                                   Please revise to
explain the term    foundational therapy.
   2.                                                   Please revise the
disclosure on page 1 to explain why FDA has requested that you conduct
                                                        an additional trial in
support of a New Drug Application. Identify the type(s) of topline
                                                        data that you seek from
the Phase 3 trial to support the NDA submission.
   3.                                                   Please address the
following with respect to your pipeline table:
                                                            revise to clearly
demarcate where each phase or column begins and ends;
                                                            revise the first
arrow to clarify that you did not conduct a Phase 3 trial, or advise; and
                                                            include upcoming
milestones for the bottom two indications, or advise.
 Joshua B. Cohen, Justin B. Klee
FirstName  LastNameJoshua   B. Cohen, Justin B. Klee
Amylyx Pharmaceuticals,  Inc.
Comapany
May        NameAmylyx Pharmaceuticals, Inc.
     27, 2021
May 27,
Page 2 2021 Page 2
FirstName LastName
4.       Please revise the Pipeline Overview to clarify that the PB and TURSO
molecules are not
         proprietary and to clarify more specifically what is proprietary.
5.       With reference to the risk factor disclosure on page 27, please revise
the disclosure on
         page 3 to explain that the EU and Canadian authorizations you are
seeking may be limited
         or subject to restrictions, or advise.
6.       Please revise the Summary, where appropriate, to highlight:
             your disclosure on page 33 that you are aware of one ongoing
clinical study in
             Europe which is evaluating the effects on ALS of TURSO, one of the
two
             components in AMX0035, and
             your disclosure on page 69 that there is uncertainty as to whether
claims in your
             pending patent applications, including those claims covering the
composition of
             matter of AMX0035, will be considered patentable by the USPTO or
by patent
             offices in foreign countries.
The Offering, page 9

7.       Please disclose on page 10 whether the number of shares of your common
stock to be
         outstanding after this offering includes or excludes shares of your
common stock that may
         be issuable upon conversion of the $27.3 million of convertible
promissory notes you
         issued and sold to investors in January 2021.
Clinical Development of AMX0035 for ALS, page 130

8.       Please revise here and on page 3 to explain who conducted and funded
the survey and its
         purpose. Present in the Business section all material information
concerning how the trial
         was conducted and its results.
9.       Please revise to present the full open label extension results or
advise.
Clinical Development Plan of AMX0035 in ALS, page 135

10.      We note your disclosure concerning the size and duration of the
planned Phase 3 trial.
         Please revise to identify the primary endpoint(s) or revise to
clarify, if true, that the
         endpoint(s) are yet to be determined.
Clinical Development of AMX0035 for Alzheimers Disease, page 136

11.      Please revise to qualitatively and/or quantitatively discuss each of
the key endpoints.
Commercialization, page 138

12.      Please revise the discussion to explain in greater detail your plans
for obtaining coverage
         and reimbursement for AMX0035 to treat ALS in the U.S., Canada and the
EU. For
         instance, please discuss, if material, whether your plan is to obtain
coverage and
         reimbursement that is similar to the two currently approved ALS
treatments cited on page
         139. Explain what you would need to demonstrate in order to achieve
orphan drug-like
 Joshua B. Cohen, Justin B. Klee
Amylyx Pharmaceuticals, Inc.
May 27, 2021
Page 3
         prices in ALS    in specific geographies. As applicable, discuss
reimbursement codes and
         the dollar values associated with them.
13.      Revise to discuss the duration of patient treatments. For instance, we
note that your
         CENTAUR trial measured median survival rates.
14.      With reference to your disclosure on page 167, please discuss when you
would need to
         decide whether expensive pharmacoeconomic studies will or will not be
necessary to
         demonstrate medical necessity and cost-effectiveness of AMX0035.
Intellectual Property, page 142

15.      Please expand your disclosure to address the following:
             for each of your patent families, disclose the foreign
jurisdictions where you have
              been issued or granted patents and where you have patent
applications pending;
             for your second and third patent families, disclose any pending
patent applications
              you have and the jurisdiction(s), thereof.
         In this regard, it may be useful to provide tabular disclosure.
16.      With reference to the disclosure on page 69, please revise your
intellectual property
         discussion to address the significance of composition of matter
patents to each patent
         family. With reference to your disclosures on pages 128-129, discuss
whether these or
         other patents cover specific ratios of PB and TURSO. Also identify
your one issued
         composition of matter patent and describe your issued European Patent,
EP2978419 in
         greater detail.
Certain Relationships and Related Party Transactions
2021 Convertible Promissory Note Financing, page 190

17.      Please expand your disclosure to describe the material terms of the
2021 Notes, including
         the terms of their conversion.
Principal Stockholders, page 193

18.      Please identify the natural person(s) with voting and/or dispositive
power over the shares
         owned by ALS Invest 1 B.V. and Morningside Venture Investments
Limited.
General

19.    Please provide us with copies of all written communications, as defined
in Rule 405 under
FirstName LastNameJoshua B. Cohen, Justin B. Klee
       the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
Comapany    NameAmylyx
       potential           Pharmaceuticals,
                 investors in                Inc. 5(d) of the Securities Act,
whether or not they
                              reliance on Section
May 27,retain
         2021copies
               Page 3of the communications.
FirstName LastName
 Joshua B. Cohen, Justin B. Klee
FirstName  LastNameJoshua   B. Cohen, Justin B. Klee
Amylyx Pharmaceuticals,  Inc.
Comapany
May        NameAmylyx Pharmaceuticals, Inc.
     27, 2021
May 27,
Page 4 2021 Page 4
FirstName LastName
       You may contact Christine Torney at (202) 551-3652 and Al Pavot at (202)
551-3738 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at (202) 551-2326 or Joe McCann at (202) 551-6262 with
any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Life
Sciences
cc:      Benjamin K. Marsh, Esq.