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CORRESP
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CORRESP

200 Clarendon Street
 Boston, Massachusetts 02116

Tel: +1.617.948.6000 Fax: +1.617.948.6001

www.lw.com

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March 14, 2018

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 VIA EDGAR AND HAND DELIVERY

CONFIDENTIAL

    FOIA Confidential Treatment Request

Under 17 C.F.R. §200.83

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Healthcare &
Insurance

 100 F Street, N.E.

 Mail Stop 4720

Washington, D.C. 20549

 Attention: Mr. Jeffrey Gabor

Re:
Homology Medicines, Inc. | Anticipated Price Range

Registration Statement on Form S-1 (File No. 333-223409)

Dear Mr. Gabor:

 On behalf of Homology
Medicines, Inc. (the “Company”), we submit this letter to the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the
“Commission”). The Company originally submitted the above-referenced Registration Statement (the “Registration Statement”) to the Commission on December 22, 2017. The purpose of this letter is to
respond to an outstanding comment relating to stock-based compensation and beneficial conversion features that was provided to the Company in a letter from the Staff dated January 19, 2018, as well as to provide proposed responses to a comment
from the Staff received by letter dated March 6, 2018, also related to the Registration Statement. Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by the Company’s request
for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. A redacted letter has been filed on EDGAR, omitting the confidential information
contained in this letter.

 For the convenience of the Staff, we are providing to the Staff copies of this letter by hand delivery. In this
letter, we have recited the prior comment from the Staff in italicized, bold type and have followed the comment with the Company’s response.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY HOMOLOGY MEDICINES, INC.

 Securities and Exchange Commission

March 14, 2018

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 Comment 4 (January 19, 2018):
Once you have an estimated offering price or range, please provide us an analysis explaining the reasons for the differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information
will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial conversion features.

ESTIMATED IPO PRICE RANGE

 To assist the
Staff in its review, the Company advises the Staff that, although not yet reflected in the Registration Statement, based on discussions with the Company’s board of directors and reflecting input from the lead underwriters (the
“Underwriters”) for the Company’s initial public offering (“IPO”), if the Company were to commence marketing of the transaction today, the Company presently anticipates that the estimated price
range would be approximately $[***] to $[***] per share for the Company’s common stock (the “Preliminary IPO Price Range”) with a midpoint of the anticipated range of approximately $[***] per share (the
“Preliminary Assumed IPO Price”). The Preliminary IPO Price Range and Preliminary Assumed IPO Price do not reflect the reverse stock split that the Company intends to effect prior to the Commission’s declaration of
effectiveness of the Registration Statement.1 The Company advises the Staff that the final range to be included in a pre-effective amendment to the
Registration Statement, after giving effect to an appropriate reverse stock split, will include a price range of no more than $2.00, if the maximum price is $10.00 per share or less, or 20%, if the maximum price is greater than $10.00 per share,
unless otherwise approved by the Staff.

 The Company’s final post-split Preliminary IPO Price Range remains under discussion between
the Company and the Underwriters, and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary prospectus in connection with the Company’s road show.

ANALYSIS OF STOCK OPTION GRANTS IN PRECEDING 12 MONTHS

The following table summarizes by grant date the number of shares of common stock underlying stock options granted during the past year, as
well as the associated per share exercise price and the estimated fair value per share of the Company’s common stock on the date of option grant, and the estimated fair value of options per share used to determine stock-based compensation
expense for financial reporting purposes.

 Grant Date

Number of
Shares
Underlying
Stock Options
Granted

Per Share
Exercise Price of
Options

Estimated
Fair Value of
Common Stock
per Share on Date
of Option Grant

Per Share
Estimated Fair
Value of Options

 September 7, 2017

661,500

$0.55

$0.55

$0.29

 December 7, 2017

4,991,496

$1.26

$1.26

$0.67

 The Company expects that additional option grants made prior to the offering shall have an exercise price
equal to the initial public offering price per share for shares of common stock sold in the offering pursuant to the Registration Statement.

1
The Company intends to effect a reverse stock split of one-for-[***] shares of common stock prior to the Commission’s declaration of effectiveness of the Registration Statement.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY HOMOLOGY MEDICINES, INC.

 Securities and Exchange Commission

March 14, 2018

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 The Company’s discussion of
stock-based compensation for financial reporting purposes is primarily contained within the section of the Registration Statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical
Accounting Policies and Use of Estimates—Stock-Based Compensation,” which is included on pages 83 and 84 of the Registration Statement. As disclosed, the Company’s board of directors has estimated the fair value of the
Company’s common stock at various grant dates, with input from management, considering the Company’s most recently available third-party valuations of the common stock and the board of directors’ assessment of additional objective and
subjective factors that it believed were relevant, including:

•

the prices at which the Company sold shares of preferred stock and the superior rights and preferences of the preferred stock relative to the Company’s common stock at the time of each grant;

•

the progress of the Company’s research and development programs, including the status and results of preclinical studies for the Company’s product candidates;

•

the Company’s stage of development and commercialization and business strategy;

•

external market conditions affecting the life sciences industry and trends within the life sciences industry;

•

the Company’s financial position, including cash on hand, and the Company’s historical and forecasted performance and operating results;

•

the lack of an active public market for the Company’s common stock and the Company’s preferred stock;

•

the likelihood of achieving a liquidity event, such as an IPO or sale of the Company in light of prevailing market conditions; and

•

the analysis of IPOs and the market performance of similar companies in the life sciences industry.

Common Stock Valuation Methodologies

The Company’s determination of the fair value of common stock was performed using methodologies, approaches and assumptions consistent
with the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The Company’s common stock valuations were performed using
option-pricing method (“OPM”) or a hybrid of the probability-weighted expected return method (“PWERM”) and the OPM, which the Company refers to as the hybrid method. Each of the methods is described as
follows:

•

 OPM. The OPM treats common stock and preferred stock as call options on the total equity value of a
company, with exercise prices based on the value thresholds at which

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY HOMOLOGY MEDICINES, INC.

 Securities and Exchange Commission

March 14, 2018

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the allocation among the various holders of a company’s securities changes. Under this method, the common stock has value only if the funds available for distribution to stockholders exceed the value of the liquidation
preferences at the time of a liquidity event, such as a strategic sale or merger. The common stock is modeled as a call option on the underlying equity value at a predetermined exercise price. In the model, the exercise price is based on a
comparison with the total equity value rather than, as in the case of a regular call option, a comparison with a per share stock price. Thus, common stock is considered to be a call option with a claim on the enterprise at an exercise price equal to
the remaining value immediately after the preferred stock liquidation preference is paid.

 The OPM uses the Black-Scholes
option-pricing model to price the call options. This model defines the fair values of securities as functions of the current fair value of a company and uses assumptions such as the anticipated timing of a potential liquidity event and the estimated
volatility of the equity securities.

•

PWERM. Under the PWERM methodology, the fair value of common stock is estimated based upon an analysis of future values for the Company, assuming various outcomes. The common stock value is based on the
probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the common stock under each outcome is discounted back to
the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the common stock.

•

Hybrid method. The hybrid method is a PWERM where the equity value in one of the scenarios is calculated using an OPM. In the hybrid method used by the Company, two types of future-event scenarios were
considered: an IPO scenario and a sale scenario. The enterprise value for the IPO scenario was determined using a market approach identified in a number of recent IPO transactions in the biotechnology and pharmaceutical industry. The Company
compared the enterprise values of certain newly public companies and considered the stage of development, depth of clinical candidates in each company’s product portfolio and the number of strategic partnerships and collaboration agreements
compared to that of the Company at the time. Accordingly, the Company selected an enterprise value within the average of the Guideline Public Transactions with a focus on gene editing or gene therapy platform companies. For the market approach
scenario, the recent transaction method was selected to calculate the enterprise value of the Company. The common stock value was based on the probability-weighted present value of expected future investment returns considering each of the potential
possible outcomes available as well as the rights of each class of stock. The Company then applied a discount for lack of marketability to the common stock to account for the lack of access to an active public market.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY HOMOLOGY MEDICINES, INC.

 Securities and Exchange Commission

March 14, 2018

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 Grant Date Fair Value
Determinations

 September 7, 2017 Option Grants.    The
Company’s board of directors determined that the fair value of its common stock was $0.55 per share as of September 7, 2017 based on input from management, the objective and subjective criteria discussed above and the results of its most
recent third-party valuation performed as of July 31, 2017, which was received by the Company in early-August 2017. In reaching this determination, the board of directors determined that no material changes had occurred in the business since
July 31, 2017.

 The July 31, 2017 valuation analysis was performed using the hybrid method, which considered a sale scenario and
an IPO scenario, in addition to the market approach scenario, for the first time. For those future-event scenarios, the Company’s management determined that the probability for the market approach scenario was 75% and for the IPO scenario was
5%, based on the Company’s assessment of its development pipeline and market conditions. The valuation analysis also attributed a 20% probability to a sale at or below the preferred liquidation preference scenario.

In determining the enterprise value for the market approach scenario, the Company applied a recent transaction method. The market approach was
selected as the Company had recently closed a Series B Preferred round of financing. This approach priced the common stock off the Series B Preferred implied price by considering the economic and control rights of the preferred shareholders versus
common shareholders. For the sale scenario, the Company estimated time to completion for the sale as 2.3 years.

 In determining the
enterprise value for the IPO scenario, the Company applied the guideline public company method under the market approach, which analyzed enterprise values at the IPO date of publicly traded life sciences companies that recently completed IPOs. For
the IPO scenario, the Company estimated time to completion for the IPO as 1.3 years and applied a risk-adjusted discount rate of 25%, which was determined based on a weighted average cost of capital model. The estimate of 1.3 years for completion of
the IPO was based on the lack of receptivity for preclinical stage companies at the time and the expectation that the Company would plan the IPO timing to be a few months before the then assumed time for filing an Investigational New Drug
(“IND”) application for its lead product candidate.

 In determining the enterprise value for the low case sale at
or below liquidation preference scenario, the Company applied the guideline transaction method under the market approach, which analyzed enterprise values at the sale date of life sciences companies that recently completed acquisition transactions.
Significant current risks of the business include: the need to obtain IND approval prior to the initiation of clinical trials, future clinical trials will need to be conducted to validate the safety, efficacy, and manufacturing feasibility (due to
novel concept) of product candidates prior to potential U.S. Food and Drug Administration approval, and need for future funding in order to complete clinical trials. For the low sale at or below liquidation preference scenario, the Company estimated
time to low sale event to be two years.

 For the three future-event scenarios, the Company then applied a discount for lack of
marketability of 30% under the market approach scenario and of 25% under the IPO scenario. The July 31, 2017 valuation analysis resulted in a valuation of the Company’s common stock of $0.55

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY HOMOLOGY MEDICINES, INC.

 Securities and Exchange Commission

March 14, 2018

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 per share. Based on that result as well as
consideration of other qualitative factors, the Company’s board of directors determined that the fair value of the Company’s common stock was $0.55 per share as of September 7, 2017, when it granted stock options for the purchase of
661,500 shares of common stock.

 December 7, 2017 Option Grants. The Company’s
board of directors determined that