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United States securities and exchange commission logo
April 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 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 amending your registration
statement and providing the
requested information. 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
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 filed April 8,
2021
Prospectus Summary
Overview
Modular Design Toolbox, page 2
1. We note your revised
disclosure here and on the top of page 91, that you "can also
synthesize nanocarriers
with tunable chemistry properties to maximize therapeutic
delivery success."
Efficacy is a determination that is solely within the authority of
the FDA or similar
foreign regulators. Given your current stage of development, please
revise your disclosure
here to provide a clear basis for all performance claims so that you
avoid any suggestion
that your preclinical product candidates will demonstrate success
or efficacy or
otherwise delete the claim that you can "maximize therapeutic delivery
success."
R. Michael Dudley
TransCode Therapeutics, Inc.
April 14, 2021
Page 2
Employment Arrangements with our Named Executive Officers, page 143
2. We note that you have filed Exhibits 10.9, 10.10, 10.11 and 10.12, which
relate to various
employment agreements you have entered into with Mr. Dudley and Mr.
Fitzgerald.
Please update your disclosure here to reflect the fact that the
employment agreements have
been entered into. In addition, please revise your disclosure here to
include a description
of the 24 month change in control severance provision present in each of
the employment
agreements with Mr. Dudley and Mr. Fitzgerald or otherwise advise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Franklin 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 Drory at 202-551-8342 or Mary Beth Breslin at
202-551-3625
with any other questions.
Sincerely,
FirstName LastNameR. Michael Dudley
Division of
Corporation Finance
Comapany NameTransCode Therapeutics, Inc.
Office of Life
Sciences
April 14, 2021 Page 2
cc: Michael Bison
FirstName LastName