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CORRESP
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 CORRESP

 VIA EDGAR
 August 20, 2025 United States Securities and Exchange
Commission Division of Corporation Finance Office of Life
Sciences 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Candel Therapeutics, Inc.
 Acceleration Request for Registration Statement on Form S-3
 Filed August 14, 2025
 File No. 333-289595
 Ladies and Gentlemen, Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “ Act ”), Candel Therapeutics, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration
Statement ”) be accelerated to August 22, 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 our counsel, Goodwin Procter LLP, by calling Finn Murphy at (212) 459-7257.
 If you have any questions regarding this request, please contact William D. Collins of Goodwin Procter LLP at (617)
 570-1447 or Finn Murphy at (212) 459-7257.

 Sincerely,

 CANDEL THERAPEUTICS, INC.

 /s/ Paul Peter Tak

 Paul Peter Tak, M.D., Ph.D., FMedSci

 President and Chief Executive Officer

 cc:
 Charles Schoch, Candel Therapeutics, Inc.
 William D. Collins, Esq., Goodwin Procter LLP
 Finnbarr D. Murphy, Esq., Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 20, 2025

Paul Peter Tak
Chief Executive Officer
Candel Therapeutics, Inc.
117 Kendrick Street, Suite 450
Needham, MA 02494

 Re: Candel Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed August 14, 2025
 File No. 333-289595
Dear Paul Peter Tak:

 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 Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: William D. Collins, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Acceleration Request

 VIA EDGAR

August 10, 2022

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Margaret Schwartz

Re:
 Candel Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333-266605

Dear Ms. Schwartz,

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Candel Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to August 12, 2022, 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 Finn Murphy at (212) 459-7257.

If you have any questions regarding this request, please contact William D. Collins of Goodwin Procter LLP at (617)
570-1447 or Finn Murphy at (212) 459-7257.

Sincerely,

CANDEL THERAPEUTICS, INC.

 /s/ Paul Peter Tak

Paul Peter Tak, M.D., Ph.D., FMedSci

Chief Executive Officer and President

cc:
 Paul Peter Tak, M.D., Ph.D., FMedSci, Candel Therapeutics, Inc.

William D. Collins, Esq., Goodwin Procter LLP

 Finnbarr D.
Murphy, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
August 9, 2022
Paul Peter Tak, M.D., Ph.D.
President and Chief Executive Officer
Candel Therapeutics, Inc.
117 Kendrick Street, Suite 450
Needham, MA 02494
Re:Candel Therapeutics, Inc.
Registration Statement on Form S-3
Filed August 5, 2022
File No. 333-266605
Dear Dr. Tak:
            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 Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Finn Murphy, Esq.

CORRESP
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Underwriter Acceleration Request

 Jefferies LLC

 520 Madison Avenue

New York, New York 10022

 Credit Suisse Securities (USA) LLC

 Eleven
Madison Avenue

 New York, New York 10010

 BMO Capital Markets Corp.

 3 Times Square, 24th
Floor

 New York, New York 10036

 UBS Securities LLC

 1285 Avenue of the
Americas

 10th Floor

 New York, New York 10019

 VIA EDGAR

July 26, 2021

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: David Gessert

                 Celeste Murphy

Re:
 Candel Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-257444

Dear Mr. Gessert and Ms. Murphy,

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as
representatives of the several underwriters, wish to advise you that approximately 2,000 copies of the preliminary prospectus included in the above-named registration statement (the “Registration Statement”) were distributed during
the period July 16, 2021 through the date hereof, to prospective underwriters, institutions, dealers and others.

 We have been
informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

In accordance with Rule 461 of the Act, we hereby join in the request of Candel Therapeutics, Inc. for acceleration of the effective date of
the Registration Statement so that it becomes effective at 4:00 p.m. Eastern Time on July 26, 2021, or as soon thereafter as practicable.

[Remainder of page intentionally left blank]

Very truly yours,

By:

JEFFERIES LLC

By:

 /s/ Matt Kim

Name: Matt Kim

Title:   Managing Director

By:

CREDIT SUISSE SECURITIES (USA) LLC

By:

 /s/ Rebecca Kotkin

Name: Rebecca Kotkin

Title:   Director

By:

BMO CAPITAL MARKETS CORP.

By:

 /s/ Annette Grimaldi

Name: Annette Grimaldi

Title:   Managing Director

By:

UBS SECURITIES LLC

By:

 /s/ Arun Master

Name: Arun Master

Title:   Managing Director

By:

 UBS SECURITIES LLC

By:

 /s/ Christian Parrish

 Name: Christian Parrish

 Title:   Director

 [Signature Page to Acceleration Request Letter]

CORRESP
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Company Acceleration Request

 VIA EDGAR

July 26, 2021

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: David Gessert

                 Celeste Murphy

Re:
 Candel Therapeutics, Inc.

 Acceleration Request for Registration Statement on Form S-1

 File No. 333-257444

Dear Mr. Gessert,

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Candel Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to July 26, 2021, 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 William D.
Collins at (617) 570-1447. 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: William D. Collins, by facsimile to (617) 321-4422.

If you have any questions regarding this request, please contact William D. Collins of Goodwin Procter LLP at
(617) 570-1447.

Sincerely,

CANDEL THERAPEUTICS, INC.

 /s/ Paul Peter Tak

Paul Peter Tak, M.D., Ph.D., FMedSci

Chief Executive Officer and President

cc:
 Paul Peter Tak, M.D., Ph.D., FMedSci, Candel Therapeutics, Inc.

Robert E Puopolo, Esq., Goodwin Procter LLP

William D. Collins, Esq., Goodwin Procter LLP

Nicole Daley, Esq., Goodwin Procter LLP

CORRESP
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Response Letter

 Goodwin Procter LLP

100 Northern Avenue

 Boston, MA 02210

 goodwinlaw.com

 +1 617 570 1000

 July 20, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

Office of Life Sciences

 Mail Stop 4561

100 F Street, N.E.

 Washington, D.C. 20549

Attention: David Gessert and Celeste Murphy

Re:
 Candel Therapeutics, Inc.

 Amendment No. 1 to Registration Statement on Form S-1

 Filed July 16, 2021

 File No. 333-257444

Dear Mr. Gessert and Ms. Murphy:

 This letter is
submitted on behalf of Candel Therapeutics, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1, filed on July 16, 2021 (the “Registration Statement”), as set
forth in the Staff’s letter, dated July 19, 2021, addressed to Paul Peter Tak, M.D., Ph.D. (the “Comment Letter”). In response to the comment set forth in the Comment Letter, the company has revised the Registration
Statement and is publicly filing Amendment No. 2 to the Registration Statement on Form S-1 (the “Amended Registration Statement”), together with this response letter. The Amended
Registration Statement also contains certain additional updates and revisions.

 For reference purposes, the text of the Comment Letter has been reproduced
herein with a response below the numbered comment. For your convenience, we have italicized the reproduced Staff comment from the Comment Letter. The page reference in the description of the Staff’s comment refers to the Registration Statement,
and the exhibit reference in the response refers to the Amended Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended Registration Statement.

 July 20, 2021

 Page
 2

 The response provided herein is based upon information provided to Goodwin Procter LLP by the Company.

Amendment No. 1 to Registration Statement on Form S-1

Management

 Executive Officers and Directors,
page 148

1.
 We note your disclosure on page 151 that Diem Nguyen will serve as a member of your board of directors upon
the effectiveness of this registration statement. Please file a written consent of Dr. Nguyen to be named in such capacity as an exhibit to your registration statement. Refer to Rule 438 of Regulation C for guidance.

 RESPONSE: The Company respectfully advises the Staff that it has filed the written consent of Dr. Nguyen as Exhibit 99.1 of
the Amended Registration Statement.

 If you should have any questions regarding the enclosed matters, please contact the undersigned at
(617) 570-1447.

Sincerely,

/s/ William Collins

 William Collins, Esq.

cc:
 Paul Peter Tak, M.D., Ph.D., Candel Therapeutics, Inc.

John Canepa, Candel Therapeutics, Inc.

Robert E. Puopolo, Goodwin Procter LLP

Nicole Daley, Goodwin Procter LLP

CORRESP
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Underwriter Acceleration Request

 Jefferies LLC

 520 Madison Avenue

New York, New York 10022

 Credit Suisse Securities (USA) LLC

 Eleven
Madison Avenue

 New York, New York 10010

 BMO Capital Markets Corp.

3 Times Square, 24th Floor

New York, New York 10036

 UBS Securities LLC

1285 Avenue of the Americas

 10th Floor

New York, New York 10019

 VIA EDGAR

July 20, 2021

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention: David Gessert

                Celeste Murphy

Re:
 Candel Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-257444

Dear Mr. Gessert and Ms. Murphy,

 Pursuant to Rule 460
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, wish to advise you that approximately 2,000 copies of the preliminary prospectus
included in the above-named registration statement (the “Registration Statement”) were distributed during the period July 16, 2021 through the date hereof, to prospective underwriters, institutions, dealers and others.

We have been informed by the participating underwriters that they will comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 In accordance with Rule 461 of the Act, we
hereby join in the request of Candel Therapeutics, Inc. for acceleration of the effective date of the Registration Statement so that it becomes effective at 4:00 p.m. Eastern Time on July 22, 2021, or as soon thereafter as practicable.

[Remainder of page intentionally left blank]

Very truly yours,

By:

JEFFERIES LLC

By:

 /s/ Matt Kim

Name: Matt Kim

Title: Managing Director

By:

CREDIT SUISSE SECURITIES (USA) LLC

By:

 /s/ Rebecca Kotkin

Name: Rebecca Kotkin

Title: Director

By:

BMO CAPITAL MARKETS CORP.

By:

 /s/ Annette Grimaldi

Name: Annette Grimaldi

Title: Managing Director

By:

UBS SECURITIES LLC

By:

 /s/ Arun Master

Name: Arun Master

Title: Managing Director

By:

 /s/ Christian Parrish

Name: Christian Parrish

Title: Director

CORRESP
1
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Company Acceleration Request

 VIA EDGAR

July 20, 2021

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: David Gessert

 Celeste Murphy

Re:
 Candel Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-257444

Dear Mr. Gessert,

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Candel Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to July 22, 2021, 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 William D.
Collins at (617) 570-1447. 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: William D. Collins, by facsimile to (617) 321-4422.

If you have any questions regarding this request, please contact William D. Collins of Goodwin Procter LLP at
(617) 570-1447.

 Sincerely,

 CANDEL THERAPEUTICS, INC.

/s/ Paul Peter Tak

 Paul Peter Tak, M.D., Ph.D., FMedSci

 Chief Executive Officer and President

cc:
 Paul Peter Tak, M.D., Ph.D., FMedSci, Candel Therapeutics, Inc.

Robert E Puopolo, Esq., Goodwin Procter LLP

William D. Collins, Esq., Goodwin Procter LLP

Nicole Daley, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
July 19, 2021
Paul Peter Tak, M.D., Ph.D.
Chief Executive Officer and President
Candel Therapeutics, Inc.
117 Kendrick St Suite 450
Needham, MA 02494
Re:Candel Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 16, 2021
File No. 333-257444
Dear Dr. Tak:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our July 12, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Management
Executive Officers and Directors, page 148
1.We note your disclosure on page 151 that Diem Nguyen will serve as a member of your
board of directors upon the effectiveness of this registration statement.  Please file a
written consent of Dr. Nguyen to be named in such capacity as an exhibit to your
registration statement.  Refer to Rule 438 of Regulation C for guidance.

 FirstName LastNamePaul Peter  Tak, M.D., Ph.D.
 Comapany NameCandel Therapeutics, Inc.
 July 19, 2021 Page 2
 FirstName LastName
Paul Peter  Tak, M.D., Ph.D.
Candel Therapeutics, Inc.
July 19, 2021
Page 2
            You may contact David Burton at 202-551-3626 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert E. Puopolo, Esq.

CORRESP
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Response Letter

 Goodwin Procter LLP

100 Northern Avenue

 Boston, MA 02210

 goodwinlaw.com

 +1 617 570 1000

 July 16, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: David Gessert and Celeste
Murphy

 Re: Candel Therapeutics, Inc.

Registration Statement on Form S-1

Filed June 25, 2021

 File No. 333-257444

 Dear Mr. Gessert and Ms. Murphy:

This letter is submitted on behalf of Candel Therapeutics, Inc. (the “Company”) in response to the comments of the staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1,
filed on June 25, 2021 (the “Registration Statement”), as set forth in the Staff’s letter, dated July 12, 2021, addressed to Paul Peter Tak, M.D., Ph.D. (the “Comment Letter”). In response to the
comment set forth in the Comment Letter, the company has revised the Registration Statement and is publicly filing Amendment No. 1 to the Registration Statement on Form S-1 (the “Amended
Registration Statement”), together with this response letter. The Amended Registration Statement also contains certain additional updates and revisions.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have
italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses refer to the
Amended Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended Registration Statement.

 July 16, 2021

 Page
 2

 The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.

Form S-1 filed June 25, 2021

Business

 Corporate History and Our Team and Investors,
page 102

 1.    We note your disclosure on page 103 regarding the formation of your Research Advisory Board. Please expand your
disclosure to describe the role of the board, how board members are selected, the term of service and any compensation you pay to board members.

RESPONSE: The Company respectfully advises the Staff that it has revised its disclosure on page 103 of the Amended Registration Statement in response
to the Staff’s comment.

 Description of Capital Stock

Warrants, page 173

 2.    Please
revise to identify the two investors who own all of the Unconditional Series B Warrants and the Conditional Series B Warrants issued in connection with the November 13, 2018 issuance of Series B Preferred Stock. Additionally,
disclose the amount of such warrants each investors owns or controls individually. Further disclose the estimated percentage of your voting securities each of the two investors will own or beneficially control following the offering assuming they
exercise their Series B Warrants.

 RESPONSE: The Company respectfully advises the Staff that it has revised its disclosure on page 174 of the
Amended Registration Statement in response to the Staff’s comment.

 Condensed Consolidated Statements of Cash Flows, page F-29

 3.    Please revise to state that the statement is unaudited.

RESPONSE: The Company respectfully advises the Staff that it has revised its disclosure on page F-29 of the Amended Registration Statement in response
to the Staff’s comment.

 July 16, 2021

 Page
 3

 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.

 If you should have any
questions regarding the enclosed matters, please contact the undersigned at (617) 570-1447.

Sincerely,

/s/ William Collins

 William Collins, Esq.

cc:
 Paul Peter Tak, M.D., Ph.D., Candel Therapeutics, Inc.

John Canepa, Candel Therapeutics, Inc.

Robert E. Puopolo, Goodwin Procter LLP

Nicole Daley, Goodwin Procter LLP

United States securities and exchange commission logo
July 12, 2021
Paul Peter Tak, M.D., Ph.D.
Chief Executive Officer and President
Candel Therapeutics, Inc.
117 Kendrick St Suite 450
Needham, MA 02494
Re:Candel Therapeutics, Inc.
Registration Statement on Form S-1
Filed June 25, 2021
File No. 333-257444
Dear Dr. Tak:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed June 25, 2021
Business
Corporate History and Our Team and Investors, page 102
1.We note your disclosure on page 103 regarding the formation of your Research Advisory
Board.  Please expand your disclosure to describe the role of the board, how board
members are selected, the term of service and any compensation you pay to board
members.
Description of Capital Stock
Warrants, page 173
2.Please revise to identify the two investors who own all of the Unconditional Series B
Warrants and the Conditional Series B Warrants issued in connection with the November

 FirstName LastNamePaul Peter  Tak, M.D., Ph.D.
 Comapany NameCandel Therapeutics, Inc.
 July 12, 2021 Page 2
 FirstName LastName
Paul Peter  Tak, M.D., Ph.D.
Candel Therapeutics, Inc.
July 12, 2021
Page 2
13, 2018 issuance of Series B Preferred Stock.  Additionally, disclose the amount of such
warrants each investors owns or controls individually.  Further disclose the estimated
percentage of your voting securities each of the two investors will own or beneficially
control following the offering assuming they exercise their Series B Warrants.
Condensed Consolidated Statements of Cash Flows, page F-29
3.Please revise to state that the statement is unaudited.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact David Burton at 202-551-3626 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert E. Puopolo, Esq.

CORRESP
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CORRESP

 Goodwin Procter LLP

 100 Northern
Avenue

 Boston, MA 02210

 goodwinlaw.com

 +1 617 570 1000

 CONFIDENTIAL TREATMENT REQUESTED

BY CANDEL THERAPEUTICS, INC.

 CERTAIN PORTIONS OF THIS
LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS
FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” THE OMITTED PORTIONS ARE BRACKETED IN THE UNREDACTED SUBMISSION MADE VIA SECURE FILE TRANSFER PROCESS FOR EASE OF IDENTIFICATION.

July 7, 2021

 FOIA CONFIDENTIAL TREATMENT REQUEST

 The entity requesting confidential treatment is

Candel Therapeutics, Inc.

 117 Kendrick St Suite 450

Needham, MA 02494

 (617)
916-5445

 VIA EDGAR, FACSIMILE AND FEDERAL EXPRESS

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 Mail Stop 4561

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: David

 Gessert Celeste Murphy

RE: Candel Therapeutics, Inc.

 Registration Statement
on Form S-1 (the “Registration Statement”)

 File
No. 333-257444

 CIK No. 0001841387

Rule 83 Confidential Treatment Request by Candel Therapeutics, Inc.

Dear Mr. Gessert and Ms. Murphy:

 On behalf of Candel
Therapeutics, Inc. (the “Company”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 15, 2021
(the “Original Comment Letter”) relating to the Company’s Registration Statement on Form S-1, confidentially submitted to the Commission on February 16, 2021 (the
“Registration Statement”) (as subsequently amended on March 31, 2021 and filed publicly on June 25, 2021 (File No. 333-257444)), we submit this supplemental letter to further
address comment 5 of the Original Comment Letter.

 CONFIDENTIAL TREATMENT REQUESTED BY

CANDEL THERAPEUTICS, INC.

 Because of the commercially sensitive nature of information contained herein, this submission is accompanied
by the Company’s request for confidential treatment for selected portions of this letter. The Company has concurrently filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the
confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of
Information and Privacy Act Operations.

 We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection
with the offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of
Regulation C, and the actual price range to be included in such amendment which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

The Company expects to reflect the Stock Split (as defined below) in a pre-effective amendment to the Registration
Statement that includes the actual price range; however, all dollar amounts and per share amounts in this letter are pre-Stock Split, and therefore, consistent with the Registration Statement.

The Company respectfully requests that the bracketed information contained in this letter be treated as confidential information pursuant to Rule 83
promulgated by the Commission, 17 C.F.R. §200.8, and that the Commission provide timely notice to Paul Peter Tak M.D., Ph.D., FMedSci., Chief Executive Officer and President, Candel Therapeutics, Inc., 117 Kendrick St Suite 450, Needham, MA
02494 before it permits any disclosure of the bracketed information in this letter.

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

 5. Please
explain to us how you determined the fair value of the common stock underlying your recent equity issuances and the reasons for any differences between recent sales of equity and the fair value of the common stock. This information will help
facilitate our review of your accounting for, equity issuances, including stock compensation and beneficial conversion features.

Preliminary IPO Price Range

 The Company advises the
Staff that it estimates a preliminary price range of approximately $[***] to $[***] per share (the “Preliminary Price Range”) for its IPO, before giving effect to a reverse stock split that the Company plans to implement prior to
effectiveness of the Registration Statement (the “Stock Split”), resulting in a midpoint of the Preliminary Price Range of $[***] per share (the “Midpoint Price”). The actual price range to be included in a
subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range) 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 foregoing indicative price range will not be subject to significant change.

Summary of Recent Option Grants and Common Stock Valuations

The below table details stock option grants, exercise prices and the fair market value per share of common stock as determined by qualified, independent
third-party valuation specialists (“specialists”) and by the Company for accounting purposes for 2019, 2020 and through June 30, 2021, before giving effect to the Stock Split.

CONFIDENTIAL TREATMENT REQUESTED BY

CANDEL THERAPEUTICS, INC.

 Stock Option Grant Dates

Shares

Exercise
Price

Date of
Independent
Valuation

FMV per
Independent
Valuation

FMV for
Accounting
Purposes

 May, 2019

1,492,920

$
0.59

March 19, 2019

$
0.59

$
0.59

 June/Aug. 2019

375,000

$
0.59

March 19, 2019

$
0.59

$
0.59

 December, 2019

400,000

$
0.59

March 19, 2019

$
0.59

$
0.59

 March, 2020

248,389

$
0.63

Dec. 31, 2019

$
0.63

$
0.63

 October, 2020

5,848,652

$
0.63

Dec. 31, 2019

$
0.63

$
0.72

 December, 2020

1,820,858

$
0.63

Dec. 1, 2020

$
1.61

$
1.82

 March 16, 2021

403,474

$
2.02

Jan. 1, 2021

$
2.02

$
2.02

 April 10, 2021

549,000

$
2.02

Jan. 1, 2021

$
2.02

$
2.02

 June 24, 2021

602,500

$
2.70

June 15, 2021

$
2.70

$
2.70

 As there has been no public market for the Company’s common stock to date, the estimated fair value of the Company’s
common stock has been determined by the Company’s board of directors as of the date of each stock award, with input from management and from the most recent valuation of the Company’s common stock prepared by a specialist and using other
subjective factors the board of directors deemed relevant. Valuations prepared by the specialist are updated when facts and circumstances indicate that the most recent valuation is no longer valid, such as changes in the stage of the Company’s
development efforts, various exit strategies and their timing, changes in executive leadership and other scientific developments that could be related to the valuation of the Company or, at a minimum, annually.

In determining the fair value of the Company’s common stock, the board of directors and management also take into consideration the sale of equity
securities by the Company to unrelated third parties. The Company has had two issuances of equity securities since 2016. Series B preferred stock was issued in November 2018 to a new investor, PBM Capital, at a price per share of $2.77 with total
proceeds of $25 million. The issuance of Series B preferred stock to PBM Capital also included warrants to purchase common stock in the future. Series C preferred stock was issued to new investors in March 2019 at a per share price of $3.73
with total proceeds of $22.5 million. These two classes of preferred stock contain the typical rights and preferences found in venture-backed preferred stock issuances, except that they are not mandatorily redeemable, and the Series C preferred
stock has a two-and-one half times issuance price liquidation preference.

Third-party valuations were performed by specialists in accordance with the guidance outlined in 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 in 2019 and the first three quarters of 2020 were prepared by specialists using a market
approach, specifically the backsolve method and market adjusted backsolve method, which utilize the implied value based on recent equity transactions to derive a common share value. See the chart above for the specific dates on which a specialist
completed an independent valuation. The Company allocated equity value to the Company’s common stock and shares of the Company’s convertible preferred stock using either an option-pricing method, or OPM, or a hybrid method, which is a
hybrid between the OPM and the probability-weighted expected return method, or PWERM. The hybrid method estimates the probability-weighted value across multiple scenarios. In addition to the OPM, the hybrid method considers liquidity scenarios in
which the shares of the Company’s redeemable convertible preferred stock are assumed to convert into common stock. The future value of the common stock in the applicable scenario is discounted back to the valuation date at an appropriate
risk-adjusted discount rate. In the hybrid method, the present value indicated for each scenario is probability-weighted to arrive at an indication of value for the common stock.

CONFIDENTIAL TREATMENT REQUESTED BY

CANDEL THERAPEUTICS, INC.

 In December 2020, after hiring a new executive management team in the third and fourth quarters, the Company
determined that it would begin working towards a crossover financing and an IPO with the goal of completing an IPO in 2021. The Company engaged a specialist to prepare an independent valuation of its common stock as of December 1, 2020 and
January 1, 2021. The Company then engaged the same specialist to prepare an independent valuation as of June 15, 2021. In each valuation, the specialist used a PWERM method to determine the fair value of the common stock on such dates. The
present value of the common stock under three identified scenarios was weighted based on the probability of each scenario occurring to determine the value of the common stock. The specialist consulted with management to determine the potential
scenarios for the Company’s shareholders and the probability of each scenario occurring. Based on these consultations, the specialist prepared its independent valuation using assumptions that were based upon likely scenarios for the Company.
The assumptions used in the various independent valuations and other factors considered by the board of directors at each grant date are outlined below.

Valuation Considerations in June 2021

 The board
of directors determined that the fair value of the Company’s common stock was $2.70 per share at the time it granted stock options at its June 24, 2021 board meeting. This was based on a third party appraisal prepared by a specialist as of
June 15, 2021 and including input from management and the specialist and subjective factors that the board of directors believed were relevant. This independent valuation was prepared using the PWERM method and considering two scenarios:
(1) the Company would complete its IPO in August 2021 and (2) the Company would remain private and complete a private financing of $40 million. This valuation (i) assigned a 60% probability of an IPO in August 2021, with a 15%
discount rate and a 0.13 year weighted average estimated term applied within the PWERM, then reflected a discount for lack of marketability, or DLOM, of 6.2%; and (ii) assigned a 40% probability of the Company remaining private in 2021. This
scenario assumed an exit term of 1 year and utilized a DLOM of 31.8%. It was not assumed that a crossover financing would be completed prior to the IPO (as in other earlier scenarios) as the Company has been unable to secure a term sheet from a
crossover investor and was at this time moving forward to complete its IPO without a crossover financing. The valuation of $2.70 per share was an increase of $0.68 per share (34%) from $2.02 at January 1, 2021 which is primarily due to changes
in the assumed timing of an IPO, which was partially offset by eliminating the assumption of a pre-IPO crossover investment.

 Valuation
Considerations in March and April 2021

 The board of directors determined that the fair value of the Company’s common stock was $2.02 per
share at the time it granted stock options at its March 16, 2021 and April 10, 2021 board meetings. This was based on a third party appraisal prepared by a specialist as of January 1, 2021 and included input from management and the
specialist that the assumptions utilized in the January 1, 2021 appraisal were still reasonable at such time and therefore an updated appraisal was not warranted and upon objective and subjective factors that the board of directors believed
were relevant. Other subjective factors considered by the board of directors in March and April 2021 include: the Company had held meetings with over 50 potential crossover investors, including the most significant and likely potential lead
crossover investors, with no investor emerging as a lead investor willing to provide a term sheet. The Company’s strategy at this time was to continue to talk with potential crossover investors but other alternatives were being explored such as
a SPAC, strategic financing and the potential of a direct to market IPO. Therefore, the assumptions used in the January 1, 2021 409A valuation of 20% probability of an IPO as of May 15, 2021 and 45% probability of an IPO on August 31,
2021 and a 35% probability of a private financing in 2022 were not unreasonable. In addition, public biotechnology public valuations, using the XBI index as a proxy, were at March 31, 2021 consistent as compared to January 1, 2021.
Further, during the first quarter of 2021 there were no significant events at the Company that would have had an effect on valuation, including financings.

CONFIDENTIAL TREATMENT REQUESTED BY

CANDEL THERAPEUTICS, INC.

 Valuation Considerations in December 2020

The board of directors determined that the fair value of the Company’s common stock was $0.63 per share at the time it granted stock options at its
December 15, 2020 board meeting. This was based on a third party appraisal prepared by a specialist as of December 31, 2019 and including input from management and the specialist that the assumptions utilized in the December 31, 2019
appraisal were still reasonable at such time and therefore an updated appraisal was not warranted and upon objective and subjective factors that the board of directors believed were relevant. In early 2021, the Company engaged the same specialist to
perform its annual 409A independent appraisal. Since the Company had issued a significant number of stock options in December 2020 and it was contemplating an IPO in 2021, the Company requested the specialist to perform an independent valuation as
of December 1, 2020 to assist the Company in properly accounting for its stock option grants. In addition, the Company engaged the specialist to perform its annual 409A valuation as of January 1, 2021. Both of these independent valuations
were prepared using the PWERM method and considering the three scenarios outlined above. These valuations (i) assigned a 10% and a 20% probability, respectively, of an IPO in the first half of 2021, with a 15% discount rate and a 0.41-year weighted average estimated term

United States securities and exchange commission logo
April 9, 2021
Paul Peter Tak, M.D., Ph.D.
Chief Executive Officer and President
Candel Therapeutics, Inc.
117 Kendrick St Suite 450
Needham, MA 02494
Re:Candel Therapeutics, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted March 31, 2021
CIK No. 0001841387
Dear Dr. Tak:
            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
Capitalization, page 80
1.Please exclude the amount of your cash and cash equivalents from the amount of your
total capitalization.

 FirstName LastNamePaul Peter  Tak, M.D., Ph.D.
 Comapany NameCandel Therapeutics, Inc.
 April 9, 2021 Page 2
 FirstName LastName
Paul Peter  Tak, M.D., Ph.D.
Candel Therapeutics, Inc.
April 9, 2021
Page 2
            You may contact David Burton at 202-551-3626 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert E. Puopolo, Esq.

United States securities and exchange commission logo
March 15, 2021
Paul Peter Tak, M.D., Ph.D.
Chief Executive Officer and President
Candel Therapeutics, Inc.
117 Kendrick St Suite 450
Needham, MA 02494
Re:Candel Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted February 16, 2021
CIK No. 0001841387
Dear Dr. Tak:
            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.
Form S-1(DRS) submitted on February 16, 2021
General
1.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.
Prospectus Summary
Overview, page 1
2.Please revise throughout to remove any inference regarding regulatory approval of your
product candidates.  You may describe how your product candidates differ from those

 FirstName LastNamePaul Peter  Tak, M.D., Ph.D.
 Comapany NameCandel Therapeutics, Inc.
 March 15, 2021 Page 2
 FirstName LastName
Paul Peter  Tak, M.D., Ph.D.
Candel Therapeutics, Inc.
March 15, 2021
Page 2
offered by your competitors and, if true, you may disclose that you are not aware of
competing products being further along in the development process.  In this regard, we
note the following illustrative statements, and others like them: "[b]ased on the broad
range of data that [you] have generated from [your] preclinical models and clinical trials,
[you] believe that [your] approach leads to a systemic, durable immune response against
locally injected tumors and their distant metastases;" "clinical results to date from CAN-
2409… and CAN-3110… suggest that these candidates have the potential to address
significant unmet patient need and improve clinical outcomes;" and "our product
candidates... have demonstrated the capacity to induce systemic immune response in our
preclinical studies."
Use of Proceeds, page 77
3.We note your risk factor on page 12 disclosing that you expect your expenses to
significantly increase in connection with your ongoing activities and that, accordingly,
you will need to obtain substantial additional funding in connection with our continuing
operations.  Please expand your disclosure to indicate how far the proceeds from the
offering will allow you to proceed with the continued development of each of your
programs, or clarify.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Research and Development Expenses, page 91
4.Please consider presenting the components of your research and development expenses for
each of your major research and development projects for each period presented. If you do
not maintain any research and development costs by project, please disclose that fact and
explain why and provide other quantitative or qualitative disclosure to indicate the amount
of resources being used on the projects. Refer to the Division of Corporation Finance
“Current Issues and Rulemaking Projects Quarterly Update” under section VIII – Industry
Specific Issues – Accounting and Disclosure by Companies Engaged in Research and
Development Activities. You can find it at the following website address:
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm#secviii.
Critical Accounting Policies and Estimates
Determination of fair value of common stock, page 95
5.Please explain to us how you determined the fair value of the common stock underlying
your recent equity issuances and the reasons for any differences between recent sales of
equity and the fair value of the common stock. This information will help facilitate our
review of your accounting for equity issuances, including stock compensation and
beneficial conversion features.

 FirstName LastNamePaul Peter  Tak, M.D., Ph.D.
 Comapany NameCandel Therapeutics, Inc.
 March 15, 2021 Page 3
 FirstName LastName
Paul Peter  Tak, M.D., Ph.D.
Candel Therapeutics, Inc.
March 15, 2021
Page 3
Business
IP, page 122
6.For the patents you own and license, please disclose the specific product candidate or
platform technology the patents relate to, discuss the durations of the patents and identify
the type of patent application (such as composition of matter, use or process).
Executive Compensation
Employment Agreements in Place During Fiscal Year 2020 for Our Named Executive Officers,
page 149
7.Please file the individual employment arrangements with each of your named executive
officers as an exhibit to the registration statement, or advise. See Item 601(b)(10) of
Regulation S-K for guidance.
Principal Stockholders, page 161
8.Please expand your disclosure to identify the natural person(s) with voting and/or
dispositive power over the shares owned by the EAC Descendants Irrevocable Trust and
the LKA Descendants Irrevocable Trust.
            You may contact David Burton at 202-551-3626 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert E. Puopolo, Esq.