United States securities and exchange commission logo

                             February 6, 2021

       Mark Manfredi, Ph.D.
       President and Chief Executive Officer
       Ikena Oncology, Inc.
       50 Northern Avenue
       Boston, MA 02210

                                                        Re: Ikena Oncology,
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted January
8, 2021
                                                            CIK No. 0001835579

       Dear Dr. Manfredi:

              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

             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

       Draft Registration Statement on Form S-1 Submitted January 8, 2021

       IK-930, a TEAD inhibitor, page 3

   1.                                                   Please explain the
basis for your belief that IK-930 is one of the most advanced TEAD
                                                        inhibitors in
development. Additionally, balance this statement with disclosure that you
                                                        have not performed any
clinical trials to date and developing this candidate will require
                                                        Phase I, II and III
clinical trials which will take years to complete. Provide similar
                                                        disclosure about IK-175
nd IK-007.
       Our Targeted Oncology Programs, page 3

   2.                                                   We note references to
initial data, early clinical data, and preliminary data that your
                                                        product candidates have
demonstrated    potent antitumor activity,    and similar statements
 Mark Manfredi, Ph.D.
FirstName LastNameMark  Manfredi, Ph.D.
Ikena Oncology, Inc.
February   2021      Oncology, Inc.
Page 2 6, 2021 Page 2
FirstName LastName
         indicating findings of efficacy. Please revise to remove any
statements that suggest the
         efficacy of your candidates, as these determinations are the exclusive
authority of the
         FDA or other regulators. Also, please limit the prospectus summary
discussion of
         preclinical studies and trial results to an objective description of
the endpoints of your
         studies and trials and whether they were met. For example, rather than
stating that ERK5
         prevented tumor formation, present your trials observations without
concluding that ERK5
         caused the observations. Similarly revise the disclosure throughout
your filing.
Our Strategy, page 5

3.       Please delete your intention to "rapidly" advance IK-930 through
clinical trials. Given the
         length of time it takes to conduct clinical trials and the frequency
with clinical trials fail to
         meet trial endpoints, any indications that you will be able to perform
them rapidly appears
Management's Discussion and Analysis of Financial Condition and Results of
Critical Accounting Policies and Use of Estimates
Stock-Based Compensation, page 103

4.       Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances and the
         reasons for any differences between the recent valuations of your
common stock leading
         up to the IPO and the estimated offering price. This information will
help facilitate our
         review of your accounting for equity issuances including stock
compensation and
         beneficial conversion features. Please discuss with the staff how to
submit your response.

Business, page 107

5.       Please revise your graphics throughout this section as applicable to
ensure that the text is
         legible. For example, the footnotes to your pipeline table and the
table on page 113 are
         unclear and difficult to read.
IK-930, a TEAD inhibitor, page 111

6.       We note you intend to evaluate IK-930 in Hippo-mutated cancers. Please
clarify that the
         primary purpose of Phase 1 trials are to evaluate safety and
evaluating efficacy is a
         primary purpose of later phase trials.
Master Collaboration Agreement with Bristol-Myers Squibb, page 138

7.       We note your disclosure on page 138 that you may be eligible to
receive tiered royalties at
         rates ranging from the high single to low double digit percentages.
The upper bound of
         the range is very broad and therefore does not provide investors with
a meaningful
         understanding of the potential royalty payments. Accordingly, please
revise so that the
         range of the royalty rate does not exceed 10 percentage points.
 Mark Manfredi, Ph.D.
FirstName LastNameMark  Manfredi, Ph.D.
Ikena Oncology, Inc.
February   2021      Oncology, Inc.
Page 3 6, 2021 Page 3
FirstName LastName
Patent License Agreement with the University of Texas at Austin, page 139

8.       We note your disclosure with respect to the License Agreement that
your royalty
         obligations will continue as long as there is an existing valid claim
under the licensed
         patents in such country, and your disclosure with respect to the AskAt
Agreement that
         your royalty obligations will continue until the later of 10 years
from the first commercial
         sale in such country or the expiration of valid claims in such
country. Please revise to
         clarify when the patents underlying such royalty terms are expected to
Intellectual Property
Patent Protection, page 140

9.       Please revise your intellectual property disclosure to clearly
describe on an individual
         basis the type of patent protection granted for each technology, the
expiration of each
         patent held, and the jurisdiction, including any foreign jurisdiction,
of each pending or
         issued patent. In addition, with respect to your disclosure on page
142 of patents related
         to your IK-412 program, please clarify whether each such patent is
owned or licensed. In
         this regard, it may be useful to provide this disclosure in tabular
form to support the
         narrative already included.
Certain Relationships and Related Party Transactions
Merger Agreements, page 186

10.      Please file the Arrys Merger Agreement and the AMI Merger Agreement as
exhibits or
         provide your analysis identifying how you determined that the
agreements did not need to
         be filed as exhibits. Please refer to Items 601(b)(2) and 601(b)(10)
of Regulation S-K.
Description of Capital Stock
Choice of Forum, page 195

11.      Please ensure that the exclusive forum provision in your bylaws that
will become effective
         upon the completion of this offering clearly states that this
provision does not apply to
         actions arising under the Securities Act or Exchange Act, or tell us
how you will inform
         investors in future filings that the provision does not apply to any
actions arising under the
         Securities Act or Exchange Act.

12.      We note your disclosure in footnote 2 to your product pipeline table
on pages 2 and 108
         that pembrolizumab for your Phase 1b clinical trial of IK-007 is
provided through a
         clinical trial collaboration and supply agreement with Merck. Please
provide your
         analysis supporting your determination that you are not required to
file it in accordance
         with Item 601(b)(10) of Regulation S-K.
 Mark Manfredi, Ph.D.
Ikena Oncology, Inc.
February 6, 2021
Page 4
13.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
       You may contact Tracie Mariner at 202-551-3744 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kasey Robinson at 202-551-5880 or Suzanne Hayes at 202-551-3675 with
any other

FirstName LastNameMark Manfredi, Ph.D.                         Sincerely,
Comapany NameIkena Oncology, Inc.
                                                               Division of
Corporation Finance
February 6, 2021 Page 4                                        Office of Life
FirstName LastName