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United States securities and exchange commission logo
April 28, 2021
David Southwell
Chief Executive Officer
TScan Therapeutics, Inc.
830 Winter Street
Waltham, MA 02451
Re: TScan Therapeutics,
Inc.
Registration
Statement on Form S-1
Filed April 23,
2021
File No. 333-255491
Dear Mr. Southwell:
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.
Form S-1 filed April 23, 2021
Our Pipeline, page 2
1. We note your response
to our prior comment 5 and disagree with your reason for
continuing to include
TSC-201 and TSC-202 in your pipeline table. The table should
depict your material
product candidates, the proposed target indication and their current
stage of development.
If you cannot identify the specific compound or target due to
concerns of competitive
harm, please revise the table to list general indications or remove
the product candidates
for which potential indications have not yet been identified. Please
also advise whether the
new TSC-203 program listed in the pipeline table is affiliated with
your partnership with
Novartis.
David Southwell
FirstName LastNameDavid Southwell
TScan Therapeutics, Inc.
Comapany
April NameTScan Therapeutics, Inc.
28, 2021
April 228, 2021 Page 2
Page
FirstName LastName
Our amended and restated certificate of incorporation provides that the Court
of Chancery...,
page 89
2. We note that the forum selection provision in your form of Amended and
Restated
Certificate of Incorporation (Exhibit 3.2) identifies the Court of
Chancery of the State of
Delaware as the exclusive forum for certain litigation, including any
derivative action,
and that federal district courts will serve as the exclusive forum for
actions arising under
the Securities Act. We also note your disclosure on pages 89 and 207
of your registration
statement that the forum selection provision in your amended and
restated certificate of
incorporation will not apply to actions arising under the Securities
Act or the Exchange
Act or any other claim for which the federal courts have exclusive
jurisdiction. Please
advise whether the exclusive forum provision in your governing
documents applies to
actions arising under the Exchange Act. In that regard, we note that
Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
duty or liability created by the Exchange Act or the rules and
regulations thereunder. If
this provision does not apply to actions arising under the Exchange
Act, please ensure that
the exclusive forum provision in the governing documents states this
clearly, or tell us
how you will inform investors in future filings that the provision
does not apply to any
actions arising under the Exchange Act.
Exclusive Patent License Agreement with BWH, page 151
3. We note your response to our prior comment 12. Please expand your
disclosure to include
the current expiration date for the last-to-expire licensed patent
right and the royalty term.
Option and Exclusive License Agreement with Qiagen, page 152
4. We note your disclosure that Qiagen exercised the Option to license
your rights to patents
and patent applications related to certain SARS-CoV-2 peptides. Please
provide the
current expiration date for the last-to-expire patent you licensed to
Qiagen under the
Qiagen Agreement.
Intellectual Property, page 155
5. We note that your response to our prior comment 18 included disclosure
of five of the
nine U.S. patent applications jointly owned with Qiagen and six
additional U.S. patent
applications referenced. If material, please expand your disclosure
further to include the
products the remaining five patent applications relate to, their
expected expiration dates
and the compositions of matter or explain to us why these patent
applications are not
material.
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.
David Southwell
TScan Therapeutics, Inc.
April 28, 2021
Page 3
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 Tara Harkins at 202-551-3639 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Tim Buchmiller at 202-551-3635 with any
other questions.
Sincerely,
FirstName LastNameDavid Southwell
Division of
Corporation Finance
Comapany NameTScan Therapeutics, Inc.
Office of Life
Sciences
April 28, 2021 Page 3
cc: Timothy H. Ehrlich, Esq.
FirstName LastName