Transcode Therapeutics, Inc. — Regulatory Filings 2021

Apr 16, 2021

CORRESP 1 filename1.htm

●
100 Northern Avenue
Boston, MA 02210
goodwinlaw.com
+1 617 570 1000

April 16, 2021

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jason L. Drory and Mary Beth Breslin

Re:
Draft Registration Statement on Form S-1 Submitted December 18, 2020
CIK No. 0001829635

Dear Mr. Drory and Ms. Breslin:

This letter is being submitted on behalf of TransCode Therapeutics, Inc. (the “ Company ”) in response to the comments of the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) with respect to Amendment No. 2 to the Company’s Registration Statement on Form S-1, filed on April 8, 2021 (the “ Registration Statement ”), as set forth in the Staff’s letter, dated April 14, 2021, addressed to R. Michael Dudley (the “ Comment Letter ”). The Company has revised the Registration Statement and is concurrently publicly filing Amendment No. 3 to the Registration Statement on Form S-1 (the “ Amended Registration Statement ”) together with this response letter, including changes in response to the Staff’s comments and other updates.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses refer to the Amended Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended Registration Statement.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we are sending via Federal Express four (4) copies of each of this letter and the Amended Registration Statement (marked to show changes from the Draft Registration Statement).

Field: Page; Sequence: 1

Field: /Page

United States Securities and Exchange Commission

April 16, 2021

Page 2

Amendment No.2 to Registration Statement on Form S-1 filed April 8, 2021

Prospectus Summary

Overview

Modular Design Toolbox, page 2

| 1. |
| --- |
| RESPONSE: The Company acknowledges the Staff’s comment and respectfully informs the Staff that it has updated the disclosure on
pages 2 and 91 of the Amended Registration Statement to address the Staff’s comments regarding the Company’s preclinical
product candidates. |

Employment Arrangements with our Named Executive Officers, page 143

| 2. |
| --- |
| RESPONSE: The Company acknowledges the Staff’s comment and respectfully informs the Staff that it has updated the disclosure on
page 143 of the Amended Registration Statement to address the Staff’s comments regarding the employment agreements with Mr. Dudley
and Mr. Fitzgerald. |

If you should have any questions regarding the enclosed matters, please contact the undersigned at (617) 570-1933.

Sincerely,
/s/ Michael Bison
Michael Bison, Esq.

cc:
Thomas A. Fitzgerald, TransCode Therapeutics, Inc.
Stephen Older, Esq, McGuireWoods LLP
Rakesh Gopalan, Esq, McGuireWoods LLP

Field: Page; Sequence: 2; Options: Last

Field: /Page