On March 22, 2017, Vital Therapies, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Raymond James Associates, Inc., as the representative to the
underwriters (the Underwriters) relating to a public offering
(the Offering) of 8,750,000 shares of the Companys common stock,
par value $0.0001 per share (the Common Stock). The Offering is
expected to close on March 27, 2017. In addition, under the terms
of the Underwriting Agreement, the Company granted the
Underwriters a 30-day option to purchase up to an additional
1,312,500 shares of Common Stock. The net proceeds to the Company
after deducting the underwriting discounts and commissions and
estimated offering expenses (excluding the Underwriters option to
purchase additional shares) are expected to be approximately
$32.5 million.

The Offering was made to the Companys registration statement on
Form S-3 (Registration Statement No. 333-204097) previously filed
with and declared effective by the Securities and Exchange
Commission (the SEC) and a prospectus supplement thereunder filed
with the SEC.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended (the Securities Act), other obligations of
the parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement
were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by the
contracting parties. A copy of the Underwriting Agreement is
attached as Exhibit 1.1 to this report and is incorporated by
reference herein. The foregoing description of the terms of the
Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibit.

The legal opinion of Wilson Sonsini Goodrich Rosati, Professional
Corporation relating to the legality of the Common Stock being
offered is filed as Exhibit 5.1 to this Current Report on Form
8-K.

Item 8.01 Other Information.

On March 22, 2017, the Company issued a press release announcing
the pricing of the Offering. The press release announcing the
pricing of the Offering is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than
statements of historical facts contained in this report are
forward-looking statements, including, among others, statements
relating to the offering, including the timing and size of the
offering. These statements involve known and unknown risks,
uncertainties and other important factors that may cause our
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Risks and
uncertainties include stock market conditions and our ability to
satisfy any conditions to closing in an underwriting agreement
and complete the offering. Although we believe that the
forward-looking statements contained herein are reasonable, we
can give no assurance that our expectations are correct. All
forward-looking statements are expressly qualified in their
entirety by this cautionary statement. For a detailed description
of our risks and uncertainties, you are encouraged to review the
official corporate documents filed with the SEC. These
forward-looking statements speak only as of the date hereof and
Vital Therapies, Inc. disclaims any obligation to update these
statements except as may be required by law

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits