United States securities and exchange commission logo

                              January 14, 2021

       R. Michael Dudley
       Chief Executive Officer
       TransCode Therapeutics, Inc.
       6 Liberty Square, #2382
       Boston, MA 02109

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

       Dear Mr. Dudley:

              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 December 18, 2020

       Prospectus Summary
       Overview, page 1

   1.                                                   We note your statement
here and similar statements elsewhere throughout your draft
                                                        registration statement
that "[i]n preclinical studies, [y]our drug candidate was successfully
                                                        delivered to existing
metastatic lesions, and eliminated metastasis and elicited complete
                                                        regression without
recurrence in 100% of subjects treated in a Stage II/III cancer model."
                                                        Given the stage of
development of your product candidate, please
                                                        balance this statement
by also disclosing material description of the study, including: (i)
                                                        identifying the drug
candidate, (ii) disclosing the number and type of subjects, (iii)
                                                        whether the study
results were statistically significant, including the p-value if applicable
 R. Michael Dudley
TransCode Therapeutics, Inc.
January 14, 2021
Page 2
         and (iv) other material details of your trial design and results. In
addition, we note your
         statement on page 102 that your lead product candidate was used in
combination with low
         dose doxorubicin in preclinical trials. Please advise us on whether or
not doxorubicin was
         also administered in the preclinical study you reference in the
summary section. To the
         extent it was used, please include relevant disclosure here.
2.       Given the current state of development of your product candidates from
your TTX
         platform, please substantiate or provide the basis for your beliefs
regarding the potential
         effectiveness of the TTX platform or otherwise add balancing
disclosure. By way of
         example, we note statements on page 1 that your platform enables you
to design product
         candidates that "are highly efficient at reaching and engaging their
targets    and " [yo]ur
         nanocarrier is poised for immediate clinical translation" and on page
3 where you state
         your science is "revolutionary."
3.       Please amend your disclosure to clarify what makes your platform
different from other
         research platforms, and whether any other research currently employs a
similar approach.
         In particular, explain what you mean when you say your "discovery
platform consists of a
         modular    toolbox   ," and whether that is unique to your company. If
it is not unique,
         contrast your approach to those of other companies.
Implications of Being an Emerging Growth Company and a Smaller Reporting
Company, page 3

4.       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.
Risk Factors, page 9

5.       Please update your risk factor disclosure by relocating risks that
could apply generally to
         any company or offering of securities to the end of the risk factor
section under the
         caption    General Risk Factors.    Refer to Item 105 of Regulation
S-K and SEC Release
         No. 33-10825.
Management's Discussion and Analysis of Financial Condition and Results of
Critical accounting policies and significant judgments and estimates
Stock-based compensation, page 86

6.     Once you have an estimated offering price range, please explain to us
the reasons for any
       differences between recent valuations of your common shares leading up
to the planned
FirstName LastNameR. Michael Dudley
       offering and the midpoint of your estimated offering price range. This
information will
Comapany    NameTransCode
       facilitate our review ofTherapeutics, Inc. for stock compensation.
Please discuss with the
                                your accounting
         14, how
                         2 your response.
FirstName LastName
 R. Michael Dudley
TransCode LastNameR.
                         Inc. Dudley
January 14,NameTransCode
           2021             Therapeutics, Inc.
Page 3 14, 2021 Page 3
FirstName LastName
Our Pipeline, page 93

7.       Please revise your pipeline tables here and in the graphic immediately
proceeding the
         table of contents to include columns depicting each of Phase 1, Phase
2, and Phase 3 to
         ensure that all stages in the clinical trial process prior to seeking
FDA approval are shown.
         In addition, we note your references to a certain undisclosed programs
         your pipeline table. The pipeline table should be limited to current
material product
         candidates. Please remove from your pipeline tables items that have
not yet been
         identified and are not currently material. To the extent they are
material, you should revise
         the prospectus to identify and describe them.
8.       We note your disclosure that you are currently planning to initiate a
Phase 0 trial in 2021
         for TTX-MC138. However, your pipeline table suggests that you have
already initiated
         the clinical trial. Please shorten the arrow for TTX-MC138 as
appropriate to illustrate the
         product candidate's current status. In addition, please revise your
disclosure in the "Key
         Anticipated Milestone" column to clarify the milestones and
anticipated timing to the
         extent available. For example, we note that "Tox study; First in Human
Study" is unclear.
9.       We note references describing your product candidates as well as
potential candidates that
         you have the right to license as "a promising therapeutic," "miRNAs
represent promising
         candidates," "promising target" and other similar statements. Please
revise to remove any
         statements that suggest the safety and efficacy of your candidates, as
these determinations
         are the exclusive authority of the FDA or other regulators. In
addition, we note your
         disclosure in figure 5 that you believe that "TTX-MC138 is a
first-in-class therapeutic to
         address metastatic disease." Please remove the term "first-in-class"
and any other
         disclosure that states or implies that your product candidates will be
the first approved
         treatments for an indication.
Our approach     Mechanism of action of TTX-MC138, page 102

10.      We note your statement that "[i]n a different study, a group from Tel
Aviv University the
         study concluded that it likely had a robust effect on c-JUN, as
illustrated in Fig. 9." Please
         revise your disclosure to include all material information related to
the study, including
         for example only, the study design, the number of participants, and
primary and secondary
         endpoints. In addition, please include additional narrative disclosure
that clearly explains
         the context for the illustration shown in Fig. 9.
11.      We note your statement that "[n]o recurrence of metastatic disease was
observed by the
         end of the study." Please revise your disclosure to clarify how the
subjects were observed
         and the length of time the subjects were observed.
Detailed Objectives of the Phase 0 Trial:, page 106

12.      We note your disclosure that you plan to validate your proprietary
companion diagnostic
         CDx-miR10b against the gold-standard PCR method during the Phase 0
trial. Please
         expand your disclosure to discuss the specific process you plan to use
to compare your
 R. Michael Dudley
TransCode LastNameR.
                         Inc. Dudley
January 14,NameTransCode
           2021             Therapeutics, Inc.
Page 4 14, 2021 Page 4
FirstName LastName
         CDx diagnostic with the PCR method.
TTX-siPDL1, page 107

13.      We note your statements at the bottom of page 107 where you compare
         inhibitors to your product candidate. Please revise your disclosure to
include a discussion
         of the objective data observed to support your statement that your
product candidate
         "prevent[s] the synthesis of PD-L1 all together rather than blocking
its function."
         Alternatively, please remove the statement. In addition, given the
stage of your product
         candidate please remove your analogy that equates checkpoint
inhibitors to "mopping the
         floor" during a flood whereas your product candidate to "turning off
the faucet." We will
         not object to objective descriptions of the mechanism of action for
your product
         candidates, including objective descriptions of how you believe the
potential mechanism
         of action for your product candidate is different from checkpoint
Results, page 108

14.      Please disclose the overall size of the study as well as the number of
mice that
         received TTX-siPDL1 versus the control group.
Competition, page 112

15.      Please expand your disclosure here to describe the competition you
face in the diagnostic
Regulation of companion diagnostics, page 123

16.      We note your statement on page 133 that the "success of certain of our
product candidates
         may depend, in part, on the development and commercialization of a
         diagnostic." In your business section, please revise your disclosure
to explain how the
         potential approval of your CDx-miR10b diagnostic tool impacts the
timing of potential
         approval and/or commercialization of TTX-MC138. Please also disclose
the impact to
         potential approval and or/marketing of TTX-MC138 if the diagnostic
tool is not approved.
Employees, page 133

17.      Please revise to provide a description of your human capital resources
as required by Item
         101(c)(2)(ii) of Regulation S-K. Refer to SEC Release No. 33-10825.

18.      Please revise your graphics throughout as applicable so that the text
is legible. For
         example only, Figure 3 on page 98, Figure 8 on page 102 and Figure 11
on page
         103, contain text that is unclear and difficult to read.
19.      We note that you have not yet disclosed the exchange on which you will
list your common
         stock. In your next amendment please identify the exchange you plan to
list your common
 R. Michael Dudley
TransCode Therapeutics, Inc.
January 14, 2021
Page 5
       You may contact Frank Wyman at 202-551-3660 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jason L. Drory at 202-551-8342 or Mary Beth Breslin at 202-551-3625
with any other

FirstName LastNameR. Michael Dudley
                                                          Division of
Corporation Finance
Comapany NameTransCode Therapeutics, Inc.
                                                          Office of Life
January 14, 2021 Page 5
cc:       Michael Rosenberg
FirstName LastName