SecProbe.io

CORRESP
1
filename1.htm

  CORRESP

  Adicet Bio, Inc.

131 Dartmouth Street, 3rd Floor

Boston, Massachusetts 02116

March 19, 2026

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Re:	Adicet Bio, Inc.: Registration Statement on Form S-3, filed March 12, 2026 (File No. 333-294265), as amended

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Adicet Bio, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement, as amended (the “Registration Statement”) be accelerated to March 23, 2026, at 4:01 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.  In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with Goodwin Procter LLP by calling Gabriela Morales-Rivera at (617) 570-1329. If you have any questions regarding this request, please contact Gabriela Morales-Rivera.

     Sincerely,

Adicet Bio, Inc.

     /s/ Chen Schor

     Chen Schor

     President and Chief Executive Officer

cc: Nick Harvey, Chief Financial Officer, Adicet Bio, Inc.

      Danielle Lauzon, Esq., Goodwin Procter LLP

      Gabriela Morales-Rivera, Esq., Goodwin Procter LLP

March 18, 2026
Chen Schor
Chief Executive Officer
Adicet Bio, Inc.
131 Dartmouth Street, 3rd Floor
Boston, MA 02116
Re:Adicet Bio, Inc.
Registration Statement on Form S-3
Filed March 12, 2026
File No. 333-294265
Dear Chen Schor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Gabriela Morales-Rivera, Esq.

CORRESP
 1
 filename1.htm

 CORRESP

 Adicet Bio, Inc. 131 Dartmouth Street, Floor 3 Boston, Massachusetts 02116

 March 12, 2025

 Via EDGAR Transmission

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Life Sciences
 100 F Street, N.E.
 Washington, D.C. 20549

 Re: Adicet Bio, Inc.: Registration Statement on Form S-3, filed March 6, 2025 (File No. 333-285609), as amended
 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Adicet Bio, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement, as amended (the “ Registration Statement ”) be accelerated to March 14, 2025, at 4:01 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
 Once the Registration Statement is effective, please orally confirm the event with Goodwin Procter LLP by calling Gabriela Morales-Rivera at (617) 570-1329. If you have any questions regarding this request, please contact Gabriela Morales-Rivera.

 Sincerely,
 Adicet Bio, Inc.

 /s/ Chen Schor
 Chen Schor President and Chief Executive Officer

 cc: Nick Harvey, Chief Financial Officer, Adicet Bio, Inc.
 Danielle Lauzon, Esq., Goodwin Procter LLP
 Gabriela Morales-Rivera, Esq., Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Chen Schor
Chief Executive Officer
Adicet Bio, Inc.
131 Dartmouth Street, 3rd Floor
Boston, MA 02116

 Re: Adicet Bio, Inc.
 Registration Statement on Form S-3
 Filed March 6, 2025
 File No. 333-285609
Dear Chen Schor:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Gabriela Morales-Rivera, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

  CORRESP

  Adicet Bio, Inc.

  200 Clarendon Street, Floor 6

  Boston, Massachusetts 02116

  May 5, 2022

  Via EDGAR Transmission

  United States Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

  Re:     Adicet Bio, Inc.: Registration Statement on Form S-3, filed March 15, 2022 (File No. 333-263587), as amended

  Ladies and Gentlemen:

   Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Adicet Bio, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement, as amended (the “Registration Statement”) be accelerated to May 9, 2022, at 4:01 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.  In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

  Once the Registration Statement is effective, please orally confirm the event with Goodwin Procter LLP by calling Gabriela Morales-Rivera at (617) 570-1329. If you have any questions regarding this request, please contact Gabriela Morales-Rivera.

  Sincerely,

  Adicet Bio, Inc.

   /s/ Chen Schor

  Chen Schor

  President and Chief Executive Officer

  cc:        Nick Harvey, Chief Financial Officer, Adicet Bio, Inc.

      Danielle Lauzon, Esq., Goodwin Procter LLP

               Gabriela Morales-Rivera, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
March 16, 2022
Chen Schor
Chief Executive Officer
Adicet Bio, Inc.
200 Clarendon Street, Floor 6
Boston, Massachusetts 02116
Re:Adicet Bio, Inc.
Registration Statement on Form S-3
Filed March 15, 2022
File No. 333-263587
Dear Mr. Schor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gabriela Morales-Rivera, Esq.

CORRESP
1
filename1.htm

CORRESP

 May 19, 2021

Via EDGAR Transmission

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

Re:
 Adicet Bio, Inc.: Registration Statement on
Form S-3, filed May 13, 2021 (File No. 333-256088)

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Adicet Bio, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be
accelerated to May 21, 2021, at 4:01 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.
In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 If you have any
questions regarding this request, please contact Gabriela Morales-Rivera of Goodwin Procter LLP at (617) 570-1329.

Sincerely,

Adicet Bio, Inc.

 /s/ Chen Schor

Chen Schor

President and Chief Executive Officer

cc:
 Nick Harvey, Chief Financial Officer, Adicet Bio, Inc.

Danielle Lauzon, Esq., Goodwin Procter LLP

Gabriela Morales-Rivera, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
May 18, 2021
Chen Schor
President and Chief Executive Officer
Adicet Bio, Inc.
500 Boylston Street, 13th Floor
Boston, MA 02116
Re:Adicet Bio, Inc.
Registration Statement on Form S-3
Filed May 13, 2021
File No. 333-256088
Dear Mr. Schor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gabriela Morales-Rivera, Esq.

CORRESP
1
filename1.htm

CORRESP

 March 26, 2021

Via EDGAR Transmission

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

Re:
 Adicet Bio, Inc.: Registration Statement on
Form S-3, filed March 12, 2021 (File No. 333-254193)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Adicet Bio, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to March 30, 2021, at 4:01 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Gabriela Morales-Rivera of Goodwin Procter LLP at (617) 570-1329.

Sincerely,

Adicet Bio, Inc.

 /s/ Chen Schor

Chen Schor

President and Chief Executive Officer

cc:
 Nick Harvey, Chief Financial Officer, Adicet Bio, Inc.

Danielle Lauzon, Esq., Goodwin Procter LLP

Gabriela Morales-Rivera, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
March 18, 2021
Chen Schor
Chief Executive Officer
Adicet Bio, Inc.
500 Boylston Street, 13th Floor
Boston, MA 02116
Re:Adicet Bio, Inc.
Registration Statement on Form S-3
Filed March 12, 2021
File No. 333-254193
Dear Mr. Schor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

August 19, 2020

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Christopher Edwards

 Dorrie Yale

 Michael Fay

 Jeanne Baker

Re:
 resTORbio, Inc.

 Acceleration Request for Registration Statement on Form S-4

 File No. 333-239372

Ladies and Gentlemen,

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), resTORbio, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to August 20, 2020, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

The Registrant respectfully requests that you notify Andrew H. Goodman of Goodwin Procter LLP of such effectiveness by telephone at (617) 570-1861.

 If you have any questions regarding this request, please contact Mr. Goodman at the
number above.

 Sincerely,

RESTORBIO, INC.

/s/ Chen Schor

 Chen Schor

 President and Chief Executive
Officer

cc:
 Andrew H. Goodman, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

goodwinlaw.com

 +1 617 570 1000

 August 12, 2020

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Christopher Edwards

Dorrie Yale

 Michael Fay

Jeanne Baker

Re:
  resTORbio, Inc.

Amendment No. 1 to

Registration Statement Form S-4

Filed July 29, 2020

File No. 333-239372

Ladies and Gentlemen:

 On behalf of our client,
resTORbio, Inc. (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s
Amendment No. 1 to the Registration Statement on Form S-4 (the “Amendment No. 1 Form S-4”) contained in the
Staff’s letter dated August 6, 2020 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Amendment No. 1 Form
S-4 and is submitting an Amendment No. 2 (the “Amendment No. 2 Form S-4”) together with this response letter. The Amendment
No. 2 Form S-4 also contains certain additional updates and revisions.

 Set forth below are
the Company’s responses to the Staff’s comments in the Comment Letter. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to the comments as well as a summary of the
responsive actions taken. We have included page numbers to refer to the location in the Amendment No. 2 Form S-4 submitted herewith where the revised language addressing a particular comment
appears. Capitalized terms used but not defined herein are used herein as defined in the Amendment No. 2 Form S-4.

The responses provided herein are based upon information provided to Goodwin Procter LLP. In addition to submitting this letter via EDGAR, we
are sending via email a copy of each of this letter and the Amendment No. 2 Form S-4 (marked to show changes from the Amendment No. 1 Form S-4).

 Page 2

 Amendment No. 1 to Form S-4, filed July 29, 2020

 The Merger

 Background of the Merger, page
160

1.
 We note your revised disclosures in response to prior comment 11. Please revise to clarify any negotiations
that resulted in the April 15 counterproposal, which required that there be positive trial results by the end of September 2020 and a commercialization agreement within the following nine months, being developed into the final agreement.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 173-74 of
the Amendment No. 2 Form S-4 in response to the Staff’s comment.

 resTORbio Business

resTORbio’s Product Pipeline, page 254

2.
 We note your response to prior comment 17. Please shorten the arrow in the pipeline table for RTB101 in COVID-19 to reflect that you have only recently initiated Phase 2 for that indication.

RESPONSE: The Company respectfully advises the Staff that it has revised the pipeline chart on page 254 of the Amendment No. 2 Form
S-4 in response to the Staff’s comment.

 Adicet Intellectual Property, page 310

3.
 We note your revised disclosure that Adicet has patents with upcoming expiration dates beginning as soon as
2021. Please discuss whether you expect the expiration of these patents to have a material effect on Adicet’s business, including any impact on future operations and the financial position of the company. Please also specify the expiration
dates for the Regeneron patents to clarify your disclosure on page 312 regarding the duration of the royalty term under the Regeneron agreement.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 310 of the Amendment No. 2 Form S-4 in response to the Staff’s comment.

 In response to the Staff’s portion of the comment
related to the disclosure of when the Regeneron patents underlying the royalty terms of the Regeneron agreement are expected to expire, the Company respectfully advises the Staff that, as the Regeneron agreement involves a multi-year collaboration
across multiple current and prospective product candidates, intellectual property that is or may become licensed under the Regeneron agreement involves numerous patent families that are in various stages of prosecution in numerous countries and is
still evolving and under development, and that Adicet Bio, Inc. (“Adicet”) expects that Adicet and Regeneron will continue to file patents and patent applications that will be subject to the Regeneron agreement. Given that such
intellectual property rights are expected to continue to evolve and develop, the Company believes that disclosure regarding expiration of patent rights would not accurately reflect the anticipated royalty terms, would not materially enhance an
investor’s understanding of the Regeneron agreement and may be potentially misleading. Furthermore, the Company believes that its disclosure of the “specified number of years” portion of the duration of royalty obligations, as
disclosed on pages 312, 346, 356, F2-23 and F3-13 of Amendment No. 2 to the Form S-4, will provide investors with more useful, current and accurate information about the royalty terms under the Regeneron agreement.

 Page 3

 Consolidated Financial Statements of resTORbio, Inc., page F-1

4.
 We note that resTORbio filed its Form 10-Q for the quarterly period
ended June 30, 2020. Please update the financial statements of resTORbio in this filing as required by Rule 3-12(a) of Regulation S-X. In addition, update the
related pro forma financial statements.

 RESPONSE: The Company respectfully advises the Staff that it has
revised its Unaudited Interim Financial Statements beginning on page F-1 of the Amendment No. 2 Form S-4. The Company has also revised the Comparative Historical
and Unaudited Pro Forma Per Share Data and the Unaudited Pro Forma Condensed Combined Financial Information beginning on page 25 and page 394, respectively, of the Amendment No. 2 Form S-4 in response to
the Staff’s comment.

 Sincerely,

 /s/ Andrew H. Goodman

Andrew H. Goodman

cc:
 Chen Schor, Chief Executive Officer, resTORbio, Inc.

United States securities and exchange commission logo
August 6, 2020
Chen Schor
President and Chief Executive Officer
resTORbio, Inc.
500 Boylston Street, 13th Floor
Boston, MA 02116
Re:resTORbio, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed July 29, 2020
File No. 333-239372
Dear Mr. Schor:
            We have reviewed your amended registration statement and have the following
comments.
            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. 1 to Form S-4
The Merger
Background of the Merger, page 160
1.We note your revised disclosures in response to prior comment 11. Please revise to clarify
any negotiations that resulted in the April 15 counterproposal, which required that there be
positive trial results by the end of September 2020 and a commercialization agreement
within the following nine months, being developed into the final agreement.
resTORbio Business
resTORbio’s Product Pipeline, page 254
2.We note your response to prior comment 17. Please shorten the arrow in the pipeline table
for RTB101 in COVID-19 to reflect that you have only recently initiated Phase 2 for that
indication.

 FirstName LastNameChen Schor
 Comapany NameresTORbio, Inc.
 August 6, 2020 Page 2
 FirstName LastName
Chen Schor
resTORbio, Inc.
August 6, 2020
Page 2
Adicet Intellectual Property, page 310
3.We note your revised disclosure that Adicet has patents with upcoming expiration dates
beginning as soon as 2021.  Please discuss whether you expect the expiration of these
patents to have a material effect on Adicet's business, including any impact on future
operations and the financial position of the company. Please also specify the expiration
dates for the Regeneron patents to clarify your disclosure on page 312 regarding the
duration of the royalty term under the Regeneron agreement.
Consolidated Financial Statements of resTORbio, Inc. , page F-1
4.We note that resTORbio filed its Form 10-Q for the quarterly period ended June 30,
2020.  Please update the financial statements of resTORbio in this filing as required by
Rule 3-12(a) of Regulation S-X.  In addition, update the related pro forma financial
statements.
            You may contact Michael Fay at 202-551-3812 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Chris Edwards at 202-551-6761 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew H. Goodman, Esq.

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

goodwinlaw.com

 +1 617 570 1000

 July 29, 2020

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Christopher Edwards

Dorrie Yale

 Michael Fay

Jeanne Baker

Re:
  resTORbio, Inc.

Registration Statement Form S-4

Filed June 23, 2020

File No. 333-239372

Ladies and Gentlemen:

 On behalf of our client,
resTORbio, Inc. (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s
Registration Statement on Form S-4 (the “Form S-4”) contained in the Staff’s letter dated July 20, 2020 (the “Comment
Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Form S-4 and is submitting an Amendment No. 1 (the “Amended Form S-4”) together with this response letter. The Amended Form S-4 also contains certain additional updates and revisions.

Set forth below are the Company’s responses to the Staff’s comments in the Comment Letter. The responses and information below
are based on information provided to Goodwin Procter LLP. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to the comments as well as a summary of the responsive actions
taken. We have included page numbers to refer to the location in the Amended Form S-4 submitted herewith where the revised language addressing a particular comment appears. Capitalized terms
used but not defined herein are used herein as defined in the Amended Form S-4.

 In addition to
submitting this letter via EDGAR, we are sending via email a copy of each of this letter and the Amended Form S-4 (marked to show changes from the Preliminary Registration Statement).

 Page 2

 Proxy Statement/Prospectus/Information Statement on Form S-4,
filed June 23, 2020

 Questions and Answers about the Merger

Q: How can resTORbio’s stockholders attend the special meeting?, page 7

1.
 Please clarify whether stockholders who hold their shares in “street name” will be able to vote
their shares during the meeting, and if yes, what additional steps, if any, they will need to take before the meeting in order to do so.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 7-8 of the Amended Form S-4 in response to the Staff’s comment.

 Prospectus Summary, page 10

2.
 Please expand the disclosure on page 10 to provide additional information regarding the development history
of RTB101, including that you have stopped the development of RTB101 for clinically symptomatic respiratory illness and terminated the study of RTB101 in patients with Parkinson’s disease. Please clarify whether any clinical trials of RTB101
are currently being pursued other than for COVID-19. Please also disclose the number of patients that have been enrolled to date in the study related to COVID-19.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 10 of the
Amended Form S-4 in response to the Staff’s comment.

3.
 Please add a discussion regarding the Adicet loan agreement with Pacific Western Bank, including that the
bank’s consent to the consummation of the merger is subject to conditions including resTORbio entering into a secured guaranty agreement granting Pacific Western Bank a security interest in substantially all of its assets other than its
intellectual property and issuing a new warrant to Pacific Western Bank.

 RESPONSE: The Company respectfully
advises the Staff that it has added the disclosure on pages 19-20 of the Amended Form S-4 in response to the Staff’s comment.

Contingent Value Rights Agreement, page 18

4.
 Please disclose the actions the combined company is required to take to commercialize RTB101 for a COVID-19 related indication, including that the combined company is only obligated to conduct further trials through September 30, 2021, and that only proceeds stemming from a potential commercial agreement
entered into on or before such date would generate proceeds under the CVR agreement.

 Page 3

 RESPONSE: The Company respectfully advises the Staff that it has revised the
disclosure on pages 18-19 and 34-35 of the Amended Form S-4 in response to the Staff’s comment.

 Risk
Factors

 Raising funds through lending arrangements may restrict Adicet’s operations or produce other adverse results, page 120

5.
 Please disclose the terms of the warrant to purchase Adicet capital stock granted to Pacific Western Bank
and the terms of the resTORbio warrant to be issued pursuant to the merger agreement.

 RESPONSE: The Company
respectfully advises the Staff that it has revised the disclosure on pages 121-22 of the Amended Form S-4 in response to the Staff’s comment.

Background of the Merger

 Historical Background
for resTORbio, page 160

6.
 To the extent material, please identify the individuals who participated in the meetings and discussions
described in this section. For instance, please identify the representative of OrbiMed and the Adicet director with whom Mr. Shor held discussions on December 31, 2019 and January 7, 2020, respectively, and which party initiated the
contact.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages
161-74 of the Amended Form S-4 in response to the Staff’s comment.

7.
 Please revise to further expand on the January 7, 2020 discussion between Mr. Schor and the Adicet
director, and any discussions regarding Adicet at the January 8 board meeting which led to the signing of the confidentiality agreement on January 10.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 161 of the Amended Form S-4 in response to the Staff’s comment.

8.
 Please disclose the selection criteria used in late January and early February 2020 to develop the list of
52 potential merger candidates. Please also further expand the disclosure on page 161 to provide additional information regarding the Board’s selection of the five possible merger partners.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 163, 166 and 170 of the Amended Form S-4 in response to the Staff’s comment.

 Page 4

9.
 Please disclose the assumed valuations indicated by Company B’s proposal on March 25, 2020 for
resTORbio and Company B. Please provide similar disclosure regarding Company A’s proposal made on March 26, 2020.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 168 of the Amended Form S-4 in response to the Staff’s comment.

10.
 With respect to the meeting held on March 31, 2020, please further expand on why the independent
directors concluded that Adicet’s proposal represented the best alternative to further enhance stockholder value.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 170 of the Amended Form S-4 in response to the Staff’s comment.

11.
 Please expand on your disclosure regarding the negotiations of the CVR agreement, including with respect to
the timeline for the trial results, the budget for the trials, and its effect on the ownership split of the combined company.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 172-74 of the Amended Form S-4 in response to the Staff’s comment.

 Opinion of the resTORbio Financial Advisor, page 185

12.
 Please further clarify whether the “pre-clinical”
companies used in JMP’s Selected Company Analysis, Selected Initial Public Offerings Analysis, and Precedent Transaction Analysis only had pre-clinical assets at the relevant time, and if not, please
provide additional disclosure regarding the criteria used by JMP for its selection of the companies used.

RESPONSE: The Company respectfully advises the Staff that JMP believed at the time of its analysis that the “pre-clinical” companies used in the Selected Company Analysis, Selected Initial Public Offerings Analysis, and Precedent Transaction Analysis did not yet commence a Phase 1 clinical trial for their most
relevant CAR-T assets.

13.
 We note that JMP reviewed certain financial projections provided by resTORbio relating to resTORbio and
Adicet in connection with rendering its opinion. Please revise to disclose such projections.

 RESPONSE: The
Company respectfully advises the Staff that it has revised the disclosure on pages 181-185 and 187-88 of the Amended Form S-4 in response to the Staff’s comment.

Contingent Value Rights Agreement, page 232

14.
 Please specify the events that must be accomplished and the deadlines by which they must be achieved in
order for payments to be made pursuant to the CVR Agreement, and also identify the Finder. Revise the disclosure here and in the Summary section to quantify the budget for the

 Page 5

RTB101 COVID-19 studies under the CVR Agreement, and to disclose that the surviving company may terminate the agreement if the fees and expenses incurred
in conducting the trials exceed such budget.

 RESPONSE: The Company respectfully advises the Staff that it has
revised the disclosure on pages 34-35 and 232-33 of the Amended Form S-4 in response to the Staff’s comment.

Material U.S. Federal Income Tax Consequences of the Receipt of CVRs, page 233

15.
 We note your disclosure of the potential alternative tax treatments for the receipt of CVRs. Please tell us
your consideration as to whether the issuance and distribution of the CVRs as part of the consideration in the transaction involves material tax consequences that should be opined upon. To the extent you do not believe an opinion is required, please
tell us why. If you do provide an opinion, please expand the disclosure under this caption to describe counsel’s opinion and the assumptions upon which the opinion is based, or, if counsel is unable to opine on this issue, please so state, and
explain why it is not able to opine and the possible outcomes and risks to investors. See Staff Legal Bulletin No. 19.

RESPONSE: Under the Internal Revenue Code of 1986, as amended (the “Code”), and existing Internal Revenue Service rules and
regulations, there is substantial uncertainty as to the U.S. federal income tax treatment of the issuance and distribution of the CVRs under the CVR agreement. In particular, there is no authority directly addressing whether the issuance of
contingent value rights with characteristics similar to the CVRs should be treated as a distribution of property with respect to the corporation’s stock, a distribution of equity, a “debt instrument” or an “open transaction”
for U.S. federal income tax purposes. Because of the lack of legal authority under the Code and the Internal Revenue Service rules and regulation, no opinion of counsel can be given on the tax treatment of the issuance of the CVRs. In response to
the Staff’s comment, the Company has added additional disclosure on pages 35 and 235 of the Amended Form S-4 specifying that no opinion shall be given with respect to the tax consequences of the issuance of the CVRs. In addition, the Company
has added additional disclosure on pages 34-35 and 235-36 of the Amended Form S-4 describing the possible tax treatments and related tax consequences of each such treatment to investors.

Matters Being Submitted to a Vote of resTORbio Stockholders, page 238

16.
 You state on page 184 that each of Proposal No. 1 and Proposal No. 2 are conditioned upon each
other. Please clarify this fact in this section.

 RESPONSE: The Company respectfully advises the Staff that it
has revised the disclosure on pages 238 and 244 of the Amended Form S-4 in response to the Staff’s comment.

resTORbio Business

 resTORbio’s Product
Pipeline, page 254

17.
 Please advise whether the combined company is anticipating to advance RTB101 for the treatment of
Parkinson’s disease. If not, then please tell us why it is appropriate to highlight this

 Page 6

program in the pipeline chart. To the extent it remains appropriate to retain RTB101 for the treatment of PD, please shorten the arrow as the footnote to the table states that resTORbio may need
to file a new IND with the FDA before initiating Phase 2 trials. Please also shorten the arrow in your pipeline table for RTB101 in COVID-19 to reflect that you have only recently initiated Phase 2 for that
indication.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 254
of the Amended Form S-4 in response to the Staff’s comment and removed the Parkinson’s disease RTB101 program from its pipeline chart because the Company is no longer pursuing this program.

Clinical Development of RTB101, page 258

18.
 Please revise the charts at the bottom of page 243 so that they are legible.

RESPONSE: The Company respectfully advises the Staff that it has revised the charts on pages 260-61 of the Amended Form S-4 in response to the Staff’s comment.

 Adicet Business

Pipeline, page 287

19.
 Please explain why it is appropriate to include “ADI-00x”
in the pipeline chart when it appears these product candidates have not yet been identified, or alternatively, remove these candidates from the chart.

RESPONSE: In response to the Staff’s comment, the Company respectfully advises the Staff that, while specific targets for the
product candidates “ADI-00x” have not been identified by the Company in the Form S-4, this is primarily for strategic reasons and matters of business
confidentiality. Because cell therapy is a highly competitive field, industry practice is to not disclose targets prior to nominating a product candidate within a certain time period from filing an IND, which the Company believes has not yet been
met. As a result, the Company believes that disclosing targets for “ADI-00x” at this time would be detrimental to its competitive position. In response to the Staff’s comment, and in order to
clarify the proposed timing of filing INDs for these product candidates, the Company has updated the chart on page 287 of the Amended Form S-4 to add a column titled “Anticipated Milestones” that
specifies the proposed timing of the Company’s filing of INDs for “ADI-00x” for solid tumors and solid and hematological indications, respectively. As these INDs are not expected to be filed
until 2022 and 2023, respectively, the Company’s view is that disclosure of targets at this time would be premature and potentially competitively harmful. However, because the Company has identified
“ADI-00x” as product candidates in its pipeline, and has also identified proposed timelines for submission of INDs related to these product candidates, the Company believes inclusion in the pipeline
table is appropriate and material to a full understanding of the Company’s development programs and potential near-term value. Finally, the Company believes that if the “ADI-00x” product
candidates are not included in the pipeline table, investors may mistakenly believe that the Company is only advancing its “ADI-001” and “ADI-002”
product candidates, which may obscure a material part of the Company’s overall story. For all of these reasons, the Company believes that inclusion of the “ADI-00x” product candidates is
necessary to describe an important part of the Company’s development pipeline and is therefore appropriate to be included in the Amended Form S-4.

 Page 7

 Preclinical data, page 297

20.
 We note that the charts in Figure 7 on page 281 each reflect a different number of days post-treatment.
Please explain whether the number of days shown correspond to the number of days observed in these preclinical experiments, and if they do not, please revise the charts accordingly or revise the disclosure to explain why the figures are appropriate.

 RESPONSE: The Company acknowledge

United States securities and exchange commission logo
July 20, 2020
Chen Schor
President and Chief Executive Officer
resTORbio, Inc.
500 Boylston Street, 13th Floor
Boston, MA 02116
Re:resTORbio, Inc.
Registration Statement on Form S-4
Filed June 23, 2020
File No. 333-239372
Dear Mr. Schor:
            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.
Registration Statement on Form S-4
Questions and Answers about the Merger
Q: How can resTORbio’s stockholders attend the special meeting?, page 7
1.Please clarify whether stockholders who hold their shares in "street name" will be able to
vote their shares during the meeting, and if yes, what additional steps, if any, they will
need to take before the meeting in order to do so.
Prospectus Summary, page 10
2.Please expand the disclosure on page 10 to provide additional information regarding the
development history of RTB101, including that you have stopped the development of
RTB101 for clinically symptomatic respiratory illness and terminated the study of
RTB101 in patients with Parkinson's disease. Please clarify whether any clinical trials of

 FirstName LastNameChen Schor
 Comapany NameresTORbio, Inc.
 July 20, 2020 Page 2
 FirstName LastNameChen Schor
resTORbio, Inc.
July 20, 2020
Page 2
RTB101 are currently being pursued other than for COVID-19. Please also disclose the
number of patients that have been enrolled to date in the study related to COVID-19.
3.Please add a discussion regarding the Adicet loan agreement with Pacific Western Bank,
including that the bank's consent to the consummation of the merger is subject to
conditions including resTORbio entering into a secured guaranty agreement granting
Pacific Western Bank a security interest in substantially all of its assets other than its
intellectual property and issuing a new warrant to Pacific Western Bank.
Contingent Value Rights Agreement, page 18
4.Please disclose the actions the combined company is required to take to commercialize
RTB101 for a COVID-19 related indication, including that the combined company is only
obligated to conduct further trials through September 30, 2021, and that only proceeds
stemming from a potential commercial agreement entered into on or before such date
would generate proceeds under the CVR agreement.
Risk Factors
Raising funds through lending arrangements may restrict Adicet’s operations or produce other
adverse results, page 117
5.Please disclose the terms of the warrant to purchase Adicet capital stock granted to Pacific
Western Bank and the terms of the resTORbio warrant to be issued pursuant to the merger
agreement.
Background of the Merger
Historical Background for resTORbio, page 155
6.To the extent material, please identify the individuals who participated in the meetings
and discussions described in this section. For instance, please identify the representative
of OrbiMed and the Adicet director with whom Mr. Shor held discussions on December
31, 2019 and January 7, 2020, respectively, and which party initiated the contact.
7.Please revise to further expand on the January 7, 2020 discussion between Mr. Schor and
the Adicet director, and any discussions regarding Adicet at the January 8 board meeting
which led to the signing of the confidentiality agreement on January 10.
8.Please disclose the selection criteria used in late January and early February 2020 to
develop the list of 52 potential merger candidates. Please also further expand the
disclosure on page 161 to provide additional information regarding the Board's selection
of the five possible merger partners.
9.Please disclose the assumed valuations indicated by Company B's proposal on March 25,
2020 for resTORbio and Company B. Please provide similar disclosure regarding
Company A's proposal made on March 26, 2020.
10.With respect to the meeting held on March 31, 2020, please further expand on why the

 FirstName LastNameChen Schor
 Comapany NameresTORbio, Inc.
 July 20, 2020 Page 3
 FirstName LastNameChen Schor
resTORbio, Inc.
July 20, 2020
Page 3
independent directors concluded that Adicet’s proposal represented the best alternative to
further enhance stockholder value.
11.Please expand on your disclosure regarding the negotiations of the CVR agreement,
including with respect to the timeline for the trial results, the budget for the trials, and its
effect on the ownership split of the combined company.
Opinion of the resTORbio Financial Advisor, page 176
12.Please further clarify whether the "pre-clinical" companies used in JMP's Selected
Company Analysis, Selected Initial Public Offerings Analysis, and Precedent Transaction
Analysis only had pre-clinical assets at the relevant time, and if not, please provide
additional disclosure regarding the criteria used by JMP for its selection of the companies
used.
13.We note that JMP reviewed certain financial projections provided by resTORbio relating
to resTORbio and Adicet in connection with rendering its opinion. Please revise to
disclose such projections.
Contingent Value Rights Agreement, page 223
14.Please specify the events that must be accomplished and the deadlines by which they must
be achieved in order for payments to be made pursuant to the CVR Agreement, and also
identify the Finder. Revise the disclosure here and in the Summary section to quantify
the budget for the RTB101 COVID-19 studies under the CVR Agreement, and to disclose
that the surviving company may terminate the agreement if the fees and expenses incurred
in conducting the trials exceed such budget.

Material U.S. Federal Income Tax Consequences of the Receipt of CVRs, page 224
15.We note your disclosure of the potential alternative tax treatments for the receipt of CVRs.
Please tell us your consideration as to whether the issuance and distribution of the CVRs
as part of the consideration in the transaction involves material tax consequences that
should be opined upon. To the extent you do not believe an opinion is required, please tell
us why. If you do provide an opinion, please expand the disclosure under this caption to
describe counsel’s opinion and the assumptions upon which the opinion is based, or,
if counsel is unable to opine on this issue, please so state, and explain why it is not able to
opine and the possible outcomes and risks to investors. See Staff Legal Bulletin No. 19.
Matters Being Submitted to a Vote of ResTORbio Stockholders, page 228
16.You state on page 184 that each of Proposal No. 1 and Proposal No. 2 are conditioned
upon each other. Please clarify this fact in this section.

 FirstName LastNameChen Schor
 Comapany NameresTORbio, Inc.
 July 20, 2020 Page 4
 FirstName LastNameChen Schor
resTORbio, Inc.
July 20, 2020
Page 4
resTORbio Business
resTORbio’s Product Pipeline, page 238
17.Please advise whether the combined company is anticipating to advance RTB101 for the
treatment of Parkinson's disease. If not, then please tell us why it is appropriate to
highlight this program in the pipeline chart. To the extent it remains appropriate to retain
RTB101 for the treatment of PD, please shorten the arrow as the footnote to the table
states that resTORbio may need to file a new IND with the FDA before initiating Phase 2
trials. Please also shorten the arrow in your pipeline table for RTB101 in COVID-19 to
reflect that you have only recently initiated Phase 2 for that indication.
Clinical Development of RTB101, page 242
18.Please revise the charts at the bottom of page 243 so that they are legible.
Adicet Business
Pipeline, page 268
19.Please explain why it is appropriate to include "ADI-00x" in the pipeline chart when it
appears these product candidates have not yet been identified, or alternatively, remove
these candidates from the chart.
Preclinical data, page 279
20.We note that the charts in Figure 7 on page 281 each reflect a different number of days
post-treatment. Please explain whether the number of days shown correspond to the
number of days observed in these preclinical experiments, and if they do not, please revise
the charts accordingly or revise the disclosure to explain why the figures are appropriate.
Strategic Agreements
License and Collaboration Agreement with Regeneron, page 291
21.Please revise the first sentence on page 293 to refer to the range of royalties payable by
Adicet so that it is within a ten-percent range.  Please also revise the last sentence in the
first paragraph on page 293 to specify the number of years from first commercial sale that
royalties are payable.  Please also similarly revise the disclosure for the TRDF Agreement
to disclose the number of years Acidet is required to pay royalties thereunder.
Unaudited Pro Forma Condensed Combined Financial Information , page 376
22.Please explain why your pro forma financial information does not give effect to the
proposed reserve stock split of resTORbio common stock.   As you discuss elsewhere in
the filing, we note that the 0.8995 exchange ratio that will be used to convert Adicet
capital stock into the right to receive resTORbio common stock, is subject to adjustment
to account for the effect of the reverse stock split.  Please explain how the reverse stock
split and potential change in the exchange ratio will impact the information you have

 FirstName LastNameChen Schor
 Comapany NameresTORbio, Inc.
 July 20, 2020 Page 5
 FirstName LastNameChen Schor
resTORbio, Inc.
July 20, 2020
Page 5
presented in your pro forma financial information.
23.With reference to the specific terms of the Singhal Transition Agreements disclosed on
page 187, please address the need to reflect the impact of these agreements on your pro
forma financial statements.
Comparison of Rights of Holders of resTORbio Stock and Adicet Stock, page 393
24.We note your statement that the discussion is qualified in its entirety by reference to the
DGCL and the various documents of resTORbio and Adicet that are referred to in the
summaries. It is not appropriate to qualify your disclosure by reference to information that
is not included in the prospectus or filed as an exhibit to the registration statement. Please
revise accordingly, and make corresponding revisions in the "Description of resTORbio's
Capital Stock," where it is stated the discussion is qualified by reference to documents
filed as exhibits to resTORbio's Form 10-K.
Exhibits
25.We note your disclosure that following the merger, only two of your current directors will
remain on the board. Please file all written consents for the other directors identified to be
on the board of the surviving company. See Securities Act Rule 438.
General
26.Please provide us with copies of the materials that your financial advisor prepared and
shared with your board in connection with this transaction, including any board books,
transcripts and summaries of oral presentations made to the board. We may
have additional comments after we review those materials.
            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.

 FirstName LastNameChen Schor
 Comapany NameresTORbio, Inc.
 July 20, 2020 Page 6
 FirstName LastName
Chen Schor
resTORbio, Inc.
July 20, 2020
Page 6
            You may contact Michael Fay at 202-551-3812 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Christopher Edwards at 202-551-6761 or Dorrie Yale at 202-551-8776 with any other
questions.

Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew H. Goodman, Esq.

February 8, 2019
Chen Schor
President and Chief Executive Officer
resTORbio, Inc.
500 Boylston Street, 12th Floor
Boston, Massachusetts 02116
Re:resTORbio, Inc.
Registration Statement on Form S-3
Filed February 1, 2019
File No. 333-229499
Dear Mr. Schor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Todd Schiffman at 202-551-3491 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
filename1.htm

CORRESP

 resTORbio, Inc.

500 Boylston Street, 12th Floor

Boston, Massachusetts 02116

 February 8,
2019

 Via EDGAR Transmission

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 resTORbio, Inc.: Registration Statement on
Form S-3 filed February 1, 2019

 (File No. 333-229499)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), resTORbio, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to February 12, 2019, at 4:01 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Danielle Lauzon of Goodwin Procter LLP at (617) 570-1955.

 Sincerely,

 resTORbio, Inc.

/s/ Chen Schor

 Chen Schor

 President and Chief Executive
Officer

cc:
 John McCabe, resTORbio, Inc.

Nancy Brennan, Esq., resTORbio, Inc.

Mitchell S. Bloom, Esq., Goodwin Procter LLP

Danielle Lauzon, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 January 23, 2018

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Irene Paik

Re:
resTORbio, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-222373

Acceleration Request

Requested Date: January 25, 2018

Requested Time: 4:00 p.m. Eastern Standard Time

 Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed initial public offering, we hereby join the Company’s
request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Eastern Standard Time, on January 25, 2018, or as soon
thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under
the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated January 16, 2018, through the date hereof:

Preliminary Prospectus dated January 16, 2018:

1,290 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and
dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

 Very truly yours,

As representatives of the several underwriters

 MERRILL
LYNCH, PIERCE, FENNER & SMITH

      INCORPORATED

By:

/s/ Anurag Jindal

 Name: Anurag Jindal

 Title: Managing
Director

LEERINK PARTNERS LLC

By:

/s/ John I. Fitzgerald

 Name: John I. Fitzgerald

 Title: Managing
Director

 [Signature Page to Underwriter Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

January 23, 2018

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Mail Stop 4561

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Irene Paik

Re:
resTORbio, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-222373

 Dear Ms. Paik:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), resTORbio, Inc. (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to January 25, 2018, at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our
counsel, Goodwin Procter LLP by calling Danielle Lauzon at (617) 570-1955. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the
“Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Danielle Lauzon, by facsimile to (617) 649-1484.

If you have any questions regarding this request, please contact Danielle Lauzon of Goodwin Procter LLP at (617) 570-1955.

 Sincerely,

RESTORBIO, INC.

/s/ Chen Schor

 Chen Schor

 President and Chief Executive
Officer

cc:
John McCabe, Vice President, Finance, resTORbio, Inc.

Danielle Lauzon, Esq., Goodwin Procter LLP

Mitchell Bloom, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

100 Northern Avenue
Boston, MA 02210

goodwinlaw.com

 +1 617 570
1000

 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE

VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN

REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION

THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS

LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

 January 5, 2018

FOIA Confidential Treatment Request

Pursuant to Rule 83 by resTORbio, Inc.

VIA FEDERAL EXPRESS AND EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Irene Paik

Re:
resTORbio, Inc.

Registration Statement on Form S-1

File No. 333-222373

CIK No. 0001720580

 Dear Ms. Paik:

This letter is being submitted on behalf of resTORbio, Inc. (the “Company”) to supplement the Company’s prior response to
comment 6 contained in the letter dated November 22, 2017 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to Chen Schor, Chief Executive Officer of the Company
with respect to the Company’s Draft Registration Statement on Form S-1, originally confidentially submitted to the Commission on October 27, 2017.

For the convenience of the Staff, we have recited the prior comment from the Staff in italicized type and have followed the comment with the
Company’s response.

 Determination of Estimated Offering Price, page 93

6. Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying
your equity issuances and the reasons for any 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.

 Ms. Irene Paik

Securities and Exchange Commission

 January 5, 2018

 Page
 2

 In response to the Staff’s comment, we have enclosed the following:

1.
A bona fide estimate of the range of the offering price for the shares of the Company’s common stock offered by the Registration Statement (before giving effect to a contemplated reverse stock split of the
Company’s common stock in connection with the offering), and a discussion of the factors that the Company believes led to the increase in the value of its common stock between the recent valuations of its common stock and the estimated price
range for the offering, attached hereto as Exhibit A.

2.
An updated table summarizing stock options granted between January 1, 2017 and the date hereof, which updated table reflects the issuance of options to purchase shares of common stock granted by the Company, and
which the Company intends to include in a subsequent amendment to the Registration Statement, in the form attached hereto as Exhibit B.

3.
Proposed language that the Company intends to include in a subsequent amendment to the Registration Statement listing the significant factors contributing to any difference between its most recent common stock
valuations on March 23, 2017, September 8, 2017 and November 30, 2017, and the midpoint of the estimated price range for this offering (before giving effect to a contemplated reverse stock split of the Company’s common stock in
connection with the offering). The Company expects that such disclosure would be generally consistent with the currently contemplated disclosure attached hereto as Exhibit C.

The Company advises the Staff that the general approach taken by the Company in determining the fair value of its common stock, including as
of March 23, 2017, which the Company’s board of directors considered for option grants on June 12, 2017, as of September 8, 2017, which the Company’s board of directors considered for option grants on September 14, 2017
and as of November 30, 2017, which the Company’s board of directors considered for option grants on December 5, 2017, are set forth beginning on page 92 of the prospectus included in the Registration Statement. Additional factors
considered in the fair value assessments as of March 23, 2017, September 8, 2017 and November 30, 2017 are described below:

March 23, 2017 Valuation

 The fair value of the
Company’s common stock of $0.62 per share at March 23, 2017 was determined by the Company’s board of directors with the assistance of an independent third-party valuation firm. This valuation was used to support the fair value of the
Company’s common stock with respect to options granted in June 2017. As described in the Registration Statement, this valuation utilized the option pricing method (“OPM”). The OPM treats common securities and preferred securities as
call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders

 Ms. Irene Paik

Securities and Exchange Commission

 January 5, 2018

 Page
 3

of a company’s securities changes. Under this method, the common and preferred shares have value only if the funds available for distribution to stockholders are expected to exceed the value
of the preferred security liquidation preference at the time of the liquidity event, such as a strategic sale or a merger. The value of the Company’s common stock was based in part on the consideration paid by the Company’s preferred stock
investors on March 23, 2017, which was $1.932 per share of Series A Preferred Stock. The valuation assumed a 50% probability of an initial public offering (“IPO”) and a 50% probability of
non-IPO liquidity event, such as a strategic sale or merger. The non-IPO scenario reflected the senior liquidation preferences of the Series A Preferred Stock in the
event the preferred stock is not converted to common stock, and additionally a discount for lack of marketability was applied to the non-IPO scenario of 49.3%.

September 8, 2017 Valuation

 The fair value of the
Company’s common stock of $0.78 per share at September 8, 2017 was determined by the Company’s board of directors with the assistance of an independent third-party valuation firm. This valuation was used to support the fair value of
the Company’s common stock with respect to options granted in September 2017. As described in the Registration Statement, this valuation utilized the OPM. The value of the Company’s common stock was based in part on the consideration paid
by the Company’s preferred stock investors on March 23, 2017, which was $1.932 per share of Series A Preferred Stock. In August 2017, the Company sold an additional approximately 7.8 million shares of Series A Preferred Stock at the
same price per share of $1.932 per share. The valuation assumed a 60% probability of an IPO and a 40% probability of a non-IPO liquidity event. The non-IPO scenario
reflected the senior liquidation preferences of the Series A Preferred Stock in the event the preferred stock is not converted to common stock, and additionally a discount for lack of marketability was applied to the
non-IPO scenario of 49.4%.

 November 30, 2017 Valuation

The fair value of the Company’s common stock of $7.29 per share at November 30, 2017 was determined by the Company’s board of directors with the
assistance of an independent third-party valuation firm. This valuation was used to support the fair value of the Company’s common stock with respect to options granted in December 2017. This valuation utilized the OPM. The value of the
Company’s common stock was based in part on the consideration paid by the Company’s preferred stock investors on November 29, 2017, which was $8.346 per share of Series B Preferred Stock. The valuation assumed a 75% probability of an
IPO and a 25% probability of a non-IPO liquidity event. The non-IPO scenario reflected the senior liquidation preferences of the Series A Preferred Stock and Series B
Preferred Stock in the event the preferred stock is not converted to common stock, and additionally a discount for lack of marketability was applied to the non-IPO scenario of 20%.

 Ms. Irene Paik

Securities and Exchange Commission

 January 5, 2018

 Page
 4

 The weighting attributed to the IPO scenarios reflected assessments as to the likelihood of an IPO, despite
the confidential submission of the Registration Statement in October 2017, the uncertainty regarding the Company’s ongoing Phase 2b clinical trial of RTB101 alone and in combination with everolimus, and the uncertainty concerning whether
investors might be receptive to making an investment in the Company. The Company also considered macroeconomic and overall market conditions, including the Company’s subjective assessment of market conditions for IPOs of companies similarly
situated to the Company and the Company’s subjective assessment as to the likelihood of successfully executing an IPO in the coming months, among other factors.

The Company respectfully requests that the Staff return to us this letter and the information provided pursuant to Exhibits A, B and C
pursuant to Rule 418 of the Securities Act of 1933, as amended, once the Staff has completed its review. We have provided a self-addressed stamped envelope for this purpose. In addition, the Company requests confidential treatment under 17 C.F.R.
§ 200.83 (1992) for this letter and the information provided pursuant to Exhibits A, B and C of this letter and has submitted a separate request for confidential treatment in accordance therewith to the
Commission’s Office of Freedom and Information Privacy Act Operations.

 If you have any questions or comments regarding the foregoing, or if there is
any additional information that we might provide to assist the Staff’s review, please contact the undersigned at (617) 570-1955.

Sincerely,

/s/ Danielle Lauzon

Danielle Lauzon

Goodwin Procter LLP

cc:
Rolf Sundwall, United States Securities and Exchange Commission

Lisa Vanjoske, United States Securities and Exchange Commission

Suzanne Hayes, United States Securities and Exchange Commission

Chen Schor, Chief Executive Officer, resTORbio, Inc.

John McCabe, VP, Finance, resTORbio, Inc.

Mitchell Bloom, Goodwin Procter LLP

 Ms. Irene Paik

Securities and Exchange Commission

 January 5, 2018

 Page
 5

 Exhibit A

The Company supplementally advises the Staff that the underwriters in the initial public offering have communicated to the Company that they
expect the proposed price range for the common stock to be between $[***] to $[***] per share. Please note that while the Company expects to effect a reverse stock split prior to the initial public offering, the price range above does not reflect
the impact of the anticipated reverse stock split. This estimated bona fide price range is based on a number of factors, including the prevailing market conditions and estimates of the Company’s business potential, the general condition
of the securities market, the recent market prices of, and the demand for, publicly-traded common stock of generally comparable companies and preliminary discussions with the underwriters for this offering regarding potential valuations of the
Company. The actual bona fide price range to be included in a subsequent amendment to the Registration Statement has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However,
the Company believes that the actual bona fide price range will be within this estimated bona fide price range. In addition, the actual price range to be included in such amendment will comply with the Staff’s interpretation
regarding the parameters of a bona fide price range.

 With respect to the price range set forth above, the Company notes that, as
is typical in initial public offerings, the estimated price range for its offering was not derived using a formal determination of fair value, but was determined based upon discussions between the Company and the underwriters. Among the factors
considered in setting the estimated range were prevailing market conditions, estimates of the Company’s business potential, progress in its clinical trials and developments in its business, the general condition of the securities market and the
market prices of, and demand for, publicly-traded common stock of generally comparable companies.

 In addition, the Company believes the
difference in value reflected between the estimated range and the determination of the fair value of its common stock on June 12, 2017, September 14, 2017 and December 5, 2017 is primarily the result of the following factors:

•

In October 2017, an independent data monitoring committee completed its review of interim analysis of data from the first part of the Company’s ongoing Phase 2b clinical trial of RTB101 alone and in combination
with everolimus. Following this interim analysis, the Company commenced the second part of this Phase 2b clinical trial in the fourth quarter of 2017.

•

In October 2017, the Company confidentially submitted and, subsequently, on December 29, 2017, the Company publicly filed, the registration statement for its initial public offering.

•

In November 2017, the Company applied for the listing of its common stock on The Nasdaq Global Market.

 Ms. Irene Paik

Securities and Exchange Commission

 January 5, 2018

 Page
 6

•

In November 2017, the Company conducted several dozen “testing the waters” meetings with prospective investors and received favorable feedback, as a result of which the Company elected to continue with this
offering.

•

In November 2017, the Company completed its financing of Series B preferred stock, with a per-share purchase price of $8.346 per share, compared to the $1.932 per-share purchase price paid by investors in the
Company’s March 2017 Series A preferred stock financing.

•

Since June 2017, at least 23 biotechnology companies successfully completed initial public offerings, suggesting a potentially favorable market for companies similar to the Company in pursuing and completing initial
public offerings.

•

The valuation used to support the fair value of the grants in June 2017 contains multiple liquidity event scenarios, including an initial public offering, or IPO, and a non-IPO liquidity event, to which probability
weightings of 50% and 50% were assigned, respectively. The valuation used to support the fair value of the grants in September 2017 also contained multiple liquidity event scenarios, including an initial public offering and a non-IPO liquidity
event, to which probability weightings of 60% and 40% were assigned. The valuation used to support the fair value of the grants in December 2017 also contained multiple liquidity event scenarios, including an initial public offering and a non-IPO
liquidity event, to which probability weightings of 75% and 25% were assigned. The consideration of different liquidity event scenarios accounts for some but not all of the difference between the estimated price range for this offering and the fair
value of the Company’s common stock at the recent grant dates.

•

The valuation used to support the fair value of the grants in June 2017, and September 2017 and December 2017 took into account the uncertainty surrounding an initial public offering in terms of the likelihood of
success, timing and price. The estimated price range for this offering necessarily assumes that this offering has occurred and that a public market for the Company’s common stock has been created, and therefore excludes any discount for lack of
marketability of our common stock. The fair value of the Company’s common stock in June 2017, September 2017 and December 2017 reflected discounts for lack of marketability, of 49.3%, 49.4% and 20%, respectively.

•

The Company’s currently outstanding convertible preferred stock has substantial economic rights and preferences superior to the Company’s commo

December 15, 2017
Chen Schor
President and Chief Executive Officer
resTORbio, Inc.
501 Boylston Street, Suite 6102
Boston, MA 02116
Re:resTORbio, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Confidentially Submitted December 1, 2017
CIK No. 0001720580
Dear Mr. Schor:
            We have reviewed your amended 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 response.
            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
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Company Management and Investors, page 4
1.We note your response to prior comment 1.  Please revise this section of the Summary to
clarify PureTech’s role in founding resTORbio, Inc. as a subsidiary corporation and in
conducting business and research efforts involving TORC1 technology over the past
three years.  In terms of business development, we note, for instance, that your disclosure
on page 104 indicates that it was PureTech that conducted the medical survey to assess
whether Phase 2a results were clinically meaningful.  In addition, your Summary
disclosure should clarify your current affiliation with PureTech in terms of ownership,

 FirstName LastNameChen Schor
 Comapany NameresTORbio, Inc.
 June 16, 2017 Page 2
 FirstName LastNameChen Schor
resTORbio, Inc.
December 15, 2017
Page 2
control and shared resources/operations.  To the extent that this affiliation changed in
November 2017 as a result of the Series B financing, as suggested by your response,
please revise to explain this recent development.
Business
Immunosenescence and Respiratory Tract Infections in the Elderly, page 104
2.We refer to your revised disclosure regarding the market survey conducted by PureTech
Health.  Please revise to provide additional details regarding the content of the market
survey and its results.  Also explain how you determined that the market survey results
"suggested" that the Phase 2a trial results were "clinically significant."  Also, revise your
disclosures here and/or on page 1 so that they are consistent.  In this regard, we note that
your disclosure on page 1 indicates without explanation or qualification that the trial
results were clinically meaningful.
Clinical Development of RTB101 Alone and in Combination with Everolimus, page 108
3.We refer to your discussion of study results, which include references to p-values.  Please
explain how these values relate to the FDA’s evidentiary standards of efficacy.  Refer to
prior comment 2.
4.Please revise to identify who sponsored or conducted each of the referenced preclinical
and clinical trials and indicate when such trials were conducted.  Also revise your
disclosure on page 108 to clarify whether the "previous Phase2a clinical trial"  that you
reference is the same trial that you discuss under the next sub-heading.  If more than one
Phase 2a trial for RTB101 were conducted, please revise so that your disclosure
addresses both trials.
Transactions With Related Persons, page 155
5.With reference to page F-15, please tell us where your related party disclosures address
the "tranche rights" held by PureTech and Novartis.  Also, revise to clarify the current
status of these rights.
6.We note your response to prior comment 11 and continue to evaluate your revised
disclosures on page 155 concerning Founders Shares and on page 156 concerning
PureTech Health Shared Resources.  Please revise to disclose the approximate dollar
value of the amount involved in the March 2017 transaction with PureTech.  Also tell us
whether the date of issuance is the same date as the issuance of the Series A preferred
shares.
Principal Stockholders, page 159
7.Please revise footnote 1 on page 160 to identify the individuals with voting and/or

 FirstName LastNameChen Schor
 Comapany NameresTORbio, Inc.
 June 16, 2017 Page 3
 FirstName LastName
Chen Schor
resTORbio, Inc.
December 15, 2017
Page 3
investment power over the shares.
            You may contact Rolf Sundwall at (202) 551-3105 or Lisa Vanjoske at (202) 551-
3614 if you have questions regarding comments on the financial statements and related
matters.  Please contact Dorrie Yale at (202) 551-8776 or Joe McCann at (202) 551-6262 with
any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Danielle M. Lauzon

November 22, 2017
Chen Schor
President and Chief Executive Officer
resTORbio, Inc.
501 Boylston Street, Suite 6102
Boston, MA 02116
Re:resTORbio, Inc.
Draft Registration Statement on Form S-1
Filed October 27, 2017
File No. 377-01761
Dear Mr. Schor:
            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 response.
            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
comments.
Draft Registration Statement on Form S-1
Summary, page 1
1.We note your statements that you were co-founded by PureTech Health LLC, which
appears to be affiliated with PureTech Health plc, a public company listed on the London
Stock Exchange.  PureTech Health plc's publicly available investor documents refer to
you as a subsidiary, and its website includes RTB101 in its pipeline of products.  If
correct, please revise your disclosure throughout the prospectus to clarify your current
subsidiary relationship with PureTech Health plc, any services PureTech provides to you,
and disclose the expected percentage ownership PureTech Health will have in you

 FirstName LastNameChen Schor
 Comapany NameresTORbio, Inc.
 June 16, 2017 Page 2
 FirstName LastNameChen Schor
resTORbio, Inc.
November 22, 2017
Page 2
following the offering and discuss all potential conflicts of interest.
2.Please limit the summary discussion of your results to whether the product candidate met
the primary endpoints and a description of the primary endpoints. The discussion of p-
values is more appropriate for the Business discussion, where you should also
discuss how the values relate to the FDA’s evidentiary standards of efficacy.
3.Please remove the last row in your product pipeline table here and in the Business section
since you have not yet identified a product candidate and indication and it is therefore
premature to include it in the pipeline table.
Implications of Being an Emerging Growth Company, page 5
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.
Use of Proceeds, page 76
5.Please revise your disclosure to clarify whether you expect to be able to complete each of
the identified uses with the proceeds from the offering and your other available assets.  If
you do not, please clarify your expectations with respect to progress towards completion
of the stated uses.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Polices and Estimates
Determination of Estimated Offering Price, page 93
6.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any 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.
Our TORC1 Program, page 107
7.Please revise your narrative explanation of the figure on page 107 to clarify what the
figure is designed to depict.  Currently, it appears to state that RTB101 monotherapy can
inhibit phosphorylation of S6K and 4EBP1, and that RTB101 in combination with
everolimus may completely inhibit Ulk1.  However, the figure appears to indicate that
42BP1 and Ulk1 activity increase as a result of the treatments.

 FirstName LastNameChen Schor
 Comapany NameresTORbio, Inc.
 June 16, 2017 Page 3
 FirstName LastNameChen Schor
resTORbio, Inc.
November 22, 2017
Page 3
8.Please expand your narrative disclosure regarding the figures at the top of page 111 to
further explain how they demonstrate that your product candidate may enhance innate
immunity and provide the p-values.
Intellectual Property, page 116
9.Please clarify the statement in the carryover paragraph on page 117 that intellectual
property rights not controlled by Novartis as of the effective date are not included in the
license to identify the referenced intellectual property rights, explain whether such rights
relate to your product candidates and if yes, whether you expect not having a license to
such rights to have a material effect on your business.
Management, page 137
10.We note that John McCabe is your Vice President, Finance and that he is indicated in the
registration statement to be your principal financial and accounting officer.  However, we
also note that on your website, you indicate that Landen Williams is your interim chief
financial officer.  Please revise or explain.
Transactions with Related Persons, page 156
11.Please disclose the approximate value of the transaction in which you issued shares to
PureTech Health in exchange for the founding business services.
12.Please revise the discussion of your Investors' Rights Agreement to identify the 5%
stockholders, entities affiliated with your directors and these directors.
Principal Stockholders, page 158
13.Please revise footnote 3 to identify the person(s) who have voting and investment power.
Statements of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity, page
F-5
14.Tell us how you determined the reported amount of $9,764,000 for the redeemable
convertible preferred stock at September 30, 2017.  Also explain why additional paid in
capital was increased by $1,379,000 for the issuance of the redeemable preferred stock.
Finally, tell us why accumulated deficit was reduced by $1,379,000 to arrive at a pro
forma balance of $9,346,000 at September 30, 2017.

 FirstName LastNameChen Schor
 Comapany NameresTORbio, Inc.
 June 16, 2017 Page 4
 FirstName LastName
Chen Schor
resTORbio, Inc.
November 22, 2017
Page 4
            You may contact Rolf Sundwall at 202-551-3105 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Dorrie Yale at 202-551-8776 or Suzanne Hayes at 202-551-3675 with any other
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Danielle M. Lauzon