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December 1, 2020
VIA EDGAR AND FEDEX
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re | Virios Therapeutics, LLC
Amendment No. 6 to Registration Statement on Form S-1
Filed November 12, 2020
File No. 333-248447 |
On behalf of our client, Virios Therapeutics,
LLC (the “Registrant”), we are responding to the comment of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated November 30, 2020 (the “Comment
Letter”) relating to the above referenced Amendment No. 6 to Registration Statement on Form S-1 (the “Registration
Statement”).
Set forth below is the Registrant’s
response to the Staff’s comment. The numbering of the paragraph below corresponds to the numbering of the Staff’s comment
in the Comment Letter, which for your convenience we have incorporated into this response letter.
For the Staff’s convenience, we are
submitting copies of this letter and a copy of the Registration Statement marked to show all changes from the Registration Statement
via email.
Amendment No. 6 to Form S-1 filed November 12, 2020
Employment Agreements, page 106
Division of Corporation Finance
Securities and Exchange Commission
Page 2 of 2
December 1, 2020
| 1. | We note your revised disclosures on page F-28 regarding
your membership issuances to Dr. Pridgen. Please revise to add disclosure as appropriate regarding this August agreement, including
as a related party transaction. Please also file the July 2020 agreement discussed in this section, or otherwise advise. In addition,
your revised disclosures regarding your agreement with Dr. Gendreau in your financial statements do not seem to correspond with
your disclosures in this section. Please reconcile your disclosures. |
The Registrant has revised pages 107 and 114 to add additional
disclosure regarding the grant of membership interests to Dr. Pridgen and have added the July 2020 agreement as Exhibit 10.9 to the Registration
Statement.
The Registrant has also revised page 110 to reconcile the disclosure
regarding Dr. Gendreau’s employment agreement with the disclosure on page F-28.
Please contact me at (215) 979-1206 with
any questions or further comments regarding the Registrant’s responses to the Staff’s comments.
Sincerely,
Duane Morris LLP
/s/ Darrick M. Mix
Darrick M. Mix
| cc: | Greg Duncan, Virios Therapeutics, LLC
|