SecProbe.io

CORRESP
 1
 filename1.htm

 Document December 8, 2025 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Mr. Tyler Howes Re: C4 Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-291696 Acceleration Request Requested Date: December 10, 2025 Requested Time: 4:05 p.m., Eastern Time Dear Mr. Howes: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), C4 Therapeutics, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration Statement ”) be accelerated to December 10, 2025, at 4:05 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 Edwin O'Connor at (212) 813 8853. If you have any questions regarding this request, please contact Edwin O'Connor of Goodwin Procter LLP at (212) 813 8853. Sincerely, C4 THERAPEUTICS, INC. /s/ Andrew J. Hirsch . Andrew J. Hirsch. President and Chief Executive Officer cc: Jolie M. Siegel, C4 Therapeutics, Inc. Edwin O’Connor, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

Document

November 8, 2024

VIA EDGAR

Office of Life Sciences                                                                                                                                                         Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention:     Mr. Tim Buchmiller

Re:

    C4 Therapeutics, Inc.

    Acceleration Request for Registration Statement on Form S-3

    File No. 333-282934

    Acceleration Request

    Requested Date:

    November 13, 2024

    Requested Time:

    4:05 p.m., Eastern Time

Dear Mr. Buchmiller:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), C4 Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to November 13, 2024, at 4:05 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 Shoaib A. Ghias at (415) 733-6150.

If you have any questions regarding this request, please contact Shoaib A. Ghias of Goodwin Procter LLP at (415) 733-6150.

Sincerely,

C4 THERAPEUTICS, INC.

  /s/ Andrew J. Hirsch    .

Andrew J. Hirsch.

President and Chief Executive Officer

cc:    Jolie M. Siegel, C4 Therapeutics, Inc.

Edwin O’Connor, Esq., Goodwin Procter LLP

Shoaib A. Ghias, Esq., Goodwin Procter LLP

490 Arsenal Way, Suite 120, Watertown, MA 02472

CORRESP
1
filename1.htm

Document

November 8, 2024

VIA EDGAR

Office of Life Sciences                                                                                                                                                         Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention:     Mr. Tim Buchmiller

Re:

    C4 Therapeutics, Inc.

    Acceleration Request for Registration Statement on Form S-3

    File No. 333-282933

    Acceleration Request

    Requested Date:

    November 13, 2024

    Requested Time:

    4:05 p.m., Eastern Time

Dear Mr. Buchmiller:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), C4 Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to November 13, 2024, at 4:05 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 Shoaib A. Ghias at (415) 733-6150.

If you have any questions regarding this request, please contact Shoaib A. Ghias of Goodwin Procter LLP at (415) 733-6150.

Sincerely,

C4 THERAPEUTICS, INC.

  /s/ Andrew J. Hirsch    .

Andrew J. Hirsch.

President and Chief Executive Officer

cc:    Jolie M. Siegel, C4 Therapeutics, Inc.

Edwin O’Connor, Esq., Goodwin Procter LLP

Shoaib A. Ghias, Esq., Goodwin Procter LLP

490 Arsenal Way, Suite 120, Watertown, MA 02472

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           November 7, 2024

Andrew J. Hirsch
President and Chief Executive Officer
C4 Therapeutics, Inc.
490 Arsenal Way, Suite 120
Watertown, Massachusetts 02472

       Re: C4 Therapeutics, Inc.
           Registration Statement on Form S-3
           Filed October 31, 2024
           File No. 333-282934
Dear Andrew J. Hirsch:

       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 Tim Buchmiller at 202-551-3635 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Life
Sciences
cc:   Shoaib A. Ghias, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 June 14, 2021

Office of Life Sciences

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jane Park

Re: C4 Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-257067

 Dear
Ms. Park,

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), C4 Therapeutics, Inc. (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to June 16, 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.

 Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin
Procter LLP by calling Shoaib Ghias at (510) 759-1494. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the
Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Shoaib Ghias, by facsimile to (415) 677-9041.

If you have any questions regarding this request, please contact Shoaib Ghias of Goodwin Procter LLP at (510)
759-1494.

Sincerely,

C4 THERAPEUTICS, INC.

 /s/ Andrew Hirsch

Andrew Hirsch

Chief Executive Officer

cc:
 William McKee, C4 Therapeutics, Inc.

Shagha Russell, C4 Therapeutics, Inc.

Lawrence S. Wittenberg, Goodwin Procter LLP

Edwin O’Connor, Goodwin Procter LLP

Shoaib Ghias, Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 June 14, 2021

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Jane Park

Re:
 C4 Therapeutics, Inc.

Registration Statement on Form S-1

Request for Acceleration

 Ladies
and Gentlemen:

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, please be advised that we will
take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others, prior to the requested effective time of the above-captioned Registration Statement.

We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 We hereby join in the request of the registrant that the
effectiveness of the above-captioned Registration Statement be accelerated to 4:01 p.m. Eastern Time, on June 16, 2021 or as soon thereafter as practicable.

[Signature page follows]

 Very truly yours,

 J.P. MORGAN SECURITIES LLC

 JEFFERIES LLC

 EVERCORE GROUP L.L.C.

 As representatives of the Underwriters

 J.P. MORGAN SECURITIES LLC

By:

/s/ David Ke

Name: David Ke

 Title: Managing Director

 JEFFERIES LLC

By:

/s/ Dustin Tyner

Name: Dustin Tyner

 Title: Managing Director

 EVERCORE GROUP L.L.C.

By:

/s/ Maren Winnick

Name: Maren Winnick

 Title: Senior Managing Director

 [Signature Page to C4 Therapeutics, Inc.
Acceleration Request]

United States securities and exchange commission logo
May 21, 2021
Andrew Hirsch
Chief Executive Officer
C4 Therapeutics, Inc.
490 Arsenal Way, Suite 200
Watertown, MA 02472
Re:C4 Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted May 19, 2021
CIK No. 0001662579
Dear Mr. Hirsch:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Edwin O’Connor, Esq.

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

September 29, 2020

 Office of Life Sciences

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Jenn Do

  Lisa Vanjoske

  Nolan McWilliams

  Dietrich King

Re:
 C4 Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-248719

Dear Mr. McWilliams,

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), C4 Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to October 1, 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.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Shoaib Ghias at
(510) 759-1494. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our
counsel, Goodwin Procter LLP, Attention: Shoaib Ghias, by facsimile to (415) 677-9041.

 If you
have any questions regarding this request, please contact Shoaib Ghias of Goodwin Procter LLP at (510) 759-1494.

Sincerely,

C4 THERAPEUTICS, INC.

 /s/ Marc A. Cohen

Marc A. Cohen

Chief Executive Officer

cc:
 Andrew Hirsch, C4 Therapeutics, Inc.

William McKee, C4 Therapeutics, Inc.

Jolie M. Siegel, C4 Therapeutics, Inc.

Laura J. Wahlberg, C4 Therapeutics, Inc.

Lawrence S. Wittenberg, Goodwin Procter LLP

Edwin O’Connor, Goodwin Procter LLP

Shoaib Ghias, Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 September 29, 2020

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:
 Jenn Do

 Lisa Vanjoske

 Nolan McWilliams

 Dietrich King

Re:
 C4 Therapeutics, Inc.

Registration Statement on Form S-1 (File No. 333-248719)

 Ladies and Gentlemen:

 Pursuant to Rule 460 of the General
Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between September 28, 2020 and the date hereof, approximately 961 copies of the Preliminary Prospectus dated September 28, 2020 were distributed to
prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

 We wish to
advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:01
p.m. Eastern Time, on Thursday, October 1, 2020 or as soon thereafter as practicable.

 [Signature page follows]

 Very truly yours,

JEFFERIES LLC

 EVERCORE GROUP L.L.C.

As representatives of the Underwriters

 By:

 Jefferies LLC

By:

 /s/ Dustin Tyner

Name:

Dustin Tyner

Title:

Managing Director

 By:

 Evercore Group L.L.C.

By:

 /s/ Maren Winnick

Name:

Maren Winnick

Title:

Senior Managing Director

 [Signature page to Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

620 8th Avenue

 New York, NY 10018

 goodwinlaw.com

+1 212 813 8800

 CONFIDENTIAL TREATMENT REQUESTED BY C4 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 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 “[***].”

 September 15, 2020

VIA EDGAR AND E-MAIL

Office of Life Sciences

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jenn Do

Lisa Vanjoske

 Nolan McWilliams

 Dietrich King

Re:
 C4 Therapeutics, Inc.

 Registration Statement on Form S-1

 Submitted August 6, 2020,

 as amended by filing on September 10, 2020

 File No. 333-248719

 CIK No. 0001662579

Ladies and Gentlemen:

 On behalf of C4
Therapeutics, Inc, (the “Company”), in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated September 2,
2020 (the “Comment Letter”) relating to the Company’s confidential draft Registration Statement on Form S-1, confidentially submitted to the Commission on August 6, 2020, and
subsequently publicly filed by the Company with the Commission on September 10, 2020 (File No. 333-248719) (the “Registration Statement”), we submit this supplemental letter to
further address comment 5 of the Comment Letter.

 September 15, 2020

  Page
 2

 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 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.

 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.

 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.

 Critical Accounting Policies and Use of Estimates,
page 81

 Stock Options, page 83

5.
 We note the stock options awarded during 2019 and in July 2020 on page 84. 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 initial
public offering 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.

The Company respectfully submits the below additional information to assist the Staff in its review of the Company’s position with
respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the differences between the recent valuation of its common stock and the estimated offering price for its initial public
offering (“IPO”).

 Preliminary IPO Price Range

The Company advises the Staff that it preliminarily estimates a 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

 CONFIDENTIAL TREATMENT
REQUESTED BY C4 THERAPEUTICS, INC.

 September 15, 2020

  Page
 3

of the Registration Statement (the “Stock Split”). 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.

 Determining the Fair Value of Common Stock Prior to the IPO

As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been
determined by the Company’s board of directors (the “Board”), as of the date of each option grant, with input from management, considering the Company’s most recent third-party valuations of its common stock and the
Board’s assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant. The Company’s three most
recent third-party valuations of its common stock to determine the fair value of the common stock underlying equity issuances were prepared as of December 31, 2018, September 30, 2019 and June 5, 2020. These third-party valuations
were performed 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. Key
assumptions used by the Company in its three most recent valuations were as follows:

IPO Scenario

Sale Scenario

Indicated Fair
Value per Share
of Common
Stock

 Valuation Date

Probability
Weighting

DLOM

Probability
Weighting

DLOM

 December 31, 2018

N/A

N/A

100
%

35
%

$
0.77

 September 30, 2019

N/A

N/A

100
%

30
%

$
0.79

 June 5, 2020

35
%

10
%

65
%

25
%

$
0.59

 The following table summarizes all stock option awards granted by the Company during fiscal year 2019 and 2020 year-to-date:

 Grant Date

Number of Shares of
Common Stock Subject
to Options Granted

Exercise Price
per Share

Fair Value
per Share at
Grant Date

 April 9, 2019

4,116,734

$
0.77

$
0.77

 July 17, 2019

4,559,125

$
0.77

$
0.77

 December 4, 2019

357,000

$
0.79

$
0.79

 July 3, 2020

11,066,743

$
0.59

$
0.59

 July 9, 2020

1,249,514

$
0.59

$
0.59

 July 23, 2020

60,000

$
0.59

$
0.59

 CONFIDENTIAL TREATMENT
REQUESTED BY C4 THERAPEUTICS, INC.

 September 15, 2020

  Page
 4

 December 31, 2018 Valuation

The Board relied, in part, on the results of the December 31, 2018 valuation in its determination of the fair value of common stock of
$0.77 per share for the grant of stock options to purchase up to 8,675,859 shares of the Company’s common stock from April 9, 2019 to July 17, 2019. The December 31, 2018 valuation took into account the Company’s entry into
a collaboration agreement with Biogen, Inc. and an amended and restated license agreement with F. Hoffman-La Roche Ltd., each in December 2018 and used a market approach under a sale scenario to determine the
value of the Company. The valuation then used an option pricing model (“OPM”) to allocate that value to the Company’s common stock. The Company then applied a discount for lack of marketability (“DLOM”)
determined by a put option analysis that considered the timing of the sale scenario. The Company did not consider an IPO scenario in its December 31, 2018 valuation due to the early pre-clinical stage of
the Company’s development programs and market conditions for biotechnology IPOs at the time.

 Between December 31, 2018 and
July 17, 2019, the Company continued to operate its business in the ordinary course. As a result, the Board granted options to purchase 4,116,734 and 4,559,125 shares of the Company’s common stock at an exercise price of $0.77 per share on
April 9, 2019 and July 17, 2019, respectively.

 September 30, 2019 Valuation

The Board relied, in part, on the results of the September 30, 2019 valuation in its determination of the fair value of common stock of
$0.79 per share for the grants of stock options to purchase up to 357,000 shares on December 4, 2019. The September 30, 2019 valuation took into account the incremental progress in the Company’s research and development and business
prospects since the last valuation conducted in December 31, 2018 and used a market approach under a sale scenario to determine the value of the Company. The valuation then used an OPM to allocate that value to the Company’s common stock.
The Company then applied a DLOM determined by a put option analysis that considered the timing of the sale scenario. The Company did not consider an IPO scenario in its September 30, 2019 valuation due to the early pre-clinical stage of the Company’s development programs and market conditions for biotechnology IPOs at the time.

Between September 30, 2019 and December 4, 2019, the Company continued to operate its business in the ordinary course. As a result,
the Board granted options to purchase up to 357,000 shares of the Company’s common stock at an exercise price of $0.79 per share on December 4, 2019.

 CONFIDENTIAL TREATMENT
REQUESTED BY C4 THERAPEUTICS, INC.

 September 15, 2020

  Page
 5

 June 5, 2020 Valuation

The Board relied, in part, on the results of the June 5, 2020 valuation in its determination of the fair value of common stock of $0.59
per share for its grants of stock options to purchase up to 11,066,743, 1,249,514 and 60,000 shares on July 3, 2020, July 9, 2020 and July 23, 2020, respectively. The June 5, 2020 valuation used a hybrid method based on two
future-event scenarios: an IPO scenario and a sale scenario to value the Company. The Company also took into account volatile market conditions arising from the COVID-19 pandemic, its sale of Series B
convertible preferred stock on June 5, 2020 at a price of $1.05 per share for aggregate proceeds of $150 million and its entry into a credit facility on June 5, 2020 for $20 million. The IPO scenario assumed that all shares of
preferred stock would convert into shares of common stock and would no longer have the liquidation preferences and preferential rights attributable to such preferred stock as compared to the common stock prior to the IPO. The valuation
probability-weighted the IPO scenario and the sale scenario based on the Company’s assessment of its overall performance and market conditions at that time, including then-current IPO valuations of similarly situated companies, and expectations
as to the timing and likely prospects of the future-event scenarios. For each future-event scenario, the Company then applied a DLOM, each determined by a put option analysis that considered the timing of such future-event scenario.

Between June 5, 2020 and July 23, 2020, the Company continued to operate its business in the ordinary course except that the Company
conducted an IPO organizational meeting with investment bankers and advisors on July 7, 2020 and initiated drafting of a confidential draft registration statement for submission with the Commission. The Company concluded that such preparatory
work was contemplated by and consistent with the 35% probability-weighting used for such scenario in the June 5, 2020 valuation and could therefore form the basis for the Board’s determination of the fair value of the Company’s common
stock as of July 3, July 9 and July 23, 2020, which were the most recent dates on which the Board approved the grant of stock options (as detailed above).

Comparison of the Most Recent Valuation and the Preliminary Price Range

As is typical in IPOs, the Preliminary Price Range was not derived using a formal determination of fair value, but was determined by
negotiations between the Company and the underwriters. Among the factors that were considered in setting the Preliminary Price Range were the following:

•

 the general conditions of the securities market and the recent market prices of, and the demand for, publicly
traded common stock of comparable companies;

 CONFIDENTIAL TREATMENT
REQUESTED BY C4 THERAPEUTICS, INC.

 September 15, 2020

  Page
 6

•

 valuation metrics for and recent performance of initial public offerings of companies in the biotechnology
sector;

•

 the Company’s financial condition and prospects;

•

 estimates of business potential and earnings prospects for the Company and the industry in which it operates; and

•

 the progress and stage of development of the Company’s development programs

The Company believes that the difference between the fair value of its common stock as of June 5, 2020 of $0.59 per share and the
Preliminary Price Range of $[***] to $[***] per share is the result of the factors above and the following factors and positive developments with respect to the Company’s business that occurred or will occur subsequent to July 23, 2020:

•

 The Preliminary Price Range is based only upon a scenario in which the Company completes the IPO and is not
probability weighted, in contrast to the June 5, 2020 valuation, which considered multiple potential outcomes, some of which would have resulted in a lower value of the Company’s common stock than its IPO. If the Company had applied a
weighting of 100% to the IPO scenario, the fair value of the Company’s common stock in the June 5, 2020 valuation would have been $1.05 per share (before giving effect to any discount for lack of marketability).

•

 The Preliminary Price Range necessarily assumes that the IPO 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 the Company’s common stock or impact of the time value of money, which were appropriately taken into account in the June 5,
2020 valuation.

•

 The Preliminary Price Range assumes the conversion of all 256,003,042 shares of the Company’s outstanding
convertible preferred stock. The Company’s convertible preferred stock currently has substantial economic rights and preferences over the Company’s common stock. Upon the closing of the IPO, all outstanding shares of the Company’s
convertible preferred stock will convert into common stock, thus eliminating the superior rights and preferences of the convertible preferred stock as compared to the common stock.

•

 Since July 23, 2020, the last date on which the Company referenced the June 5, 2020 valuation in
connection with option grants, the Company has taken several steps toward the completion of an IPO, including confidential submission of a draft Registration Statement on August 6, 2020, and publicly filing the Registration Statement with the
Commission on September 10, 2020.

 CONFIDENTIAL TREATMENT
REQUESTED BY C4 THERAPEUTICS, INC.

 September 15, 2020

  Page
 7

•

 From August 10, 2020 to September 15, 2020, the Company conducted forty-five (45) “testing-the-waters” meetings with prospective investors, wherein the Company received favorable feedback, and as a result, the Company elected to continue to pursue
an IPO.

•

 The proceeds of a successful IPO would substantially strengthen the Company’s balance sheet by increasing
its cash resources. In addition, the completion of this offering would provide the Company with ready access to the public equity and debt markets.

The Company respectfully submits that the deemed per share fair values used as the basis for determining the stock-based compensation in
connection with its grants of equity awards are reasonable and appropriate for the reasons described herein and in the Registration Statement.

We hereby further request, pursuant to Rule 418(b) under the Securities Act of 1933, as amended, the return of the unredacted version of
this letter. The Company believes that the

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

The New York Times Building

 620 Eighth
Avenue

 New York, New York 10018

goodwinlaw.com

 +1 212
813-8800

 September 10, 2020

 Office
of Life Sciences

 Division of Corporation Finance

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:
 Jenn Do

Lisa Vanjoske

 Nolan McWilliams

 Dietrich King

Re:
 C4 Therapeutics, Inc.

Draft Registration Statement on Form S-1

Submitted August 6, 2020

File No. 377-03378

CIK No. 0001662579

 Ladies and
Gentlemen:

 On behalf of our client, C4 Therapeutics, 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 confidential draft Registration Statement on Form S-1 (the
“Draft Registration Statement”) contained in the Staff’s letter dated September 2, 2020 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the
Draft Registration Statement and is publicly submitting a revised Registration Statement (the “Registration Statement”), together with this response letter. The Registration Statement also contains certain additional updates
and revisions. We are also sending, under separate cover, a copy of the Registration Statement (including exhibits) and a marked copy of the Registration Statement showing the changes to the Draft Registration Statement.

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 us by the Company. 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 Registration Statement 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 Registration Statement.

 Draft Registration Statement on Form S-1 filed August 6, 2020

Prospectus Summary, page 1

1.
 Refer to the pipeline table on pages 2 and 88. Please add columns to reflect the material phases of the
development of your product candidates, including the phases of clinical development, to more accurately reflect each candidate’s stage of development. Also discuss the significance of the “Lead Optimization” column and how this
column provides meaningful information to investors or revise.

 RESPONSE: The Company respectfully advises the Staff that it has revised the pipeline
table on pages 2 and 93 of the Registration Statement in response to the Staff’s comment to reflect the material phases of the development of its product candidates. In doing so, the Company has removed references to “Lead
Optimization” and instead is showing the stages of clinical development as Discovery, Pre-Clinical, Phase 1, Phase 2 and Phase 3. In the Draft Registration Statement, the Company used the term “Lead
Optimization” to refer to the stage of development after the completion of initial discovery work, but prior to selection of a clinical drug candidate.

Implications of Being an Emerging Growth Company, page 5

2.
 Please provide us 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. Please contact Nolan McWilliams at 202-551-3217 to discuss how to submit the materials, if any, to us for our review.

RESPONSE: The Company respectfully advises the Staff that it will provide the Staff, on a confidential basis under separate cover,
copies of all written communications presented to potential investors in reliance on Section 5(d) of the Securities Act.

 Use of Proceeds, page 63

3.
 Refer to the first three bullet points. You state that you intend to use net proceeds to fund
“portions” of later stages of respective product development. To the extent known, please quantify the estimated amounts of additional proceeds to fund each product candidate through regulatory approval. Similarly revise the carryover risk
factor on pages 12-13 and Funding Requirements on pages 80-81.

RESPONSE:

 The Company
respectfully advises the Staff that, given the inherent uncertainty regarding the timing of results and outcome of research and development into each of its product candidates, it is not presently able to make a definitive statement as to the
amounts and sources of other funds needed to reach regulatory approval and commercialization for each of its product candidate, and refers the Staff to the risk factor on page 13 entitled: “We will need substantial additional funding to
pursue our business objectives and continue our operations. If we are unable to raise capital when needed, we may be required to delay, limit, reduce or terminate our research or product development programs or future commercialization
efforts,” describing this uncertainty. The Company also respectfully advises the Staff that it has revised the relevant disclosure on pages 7 and 64.

Calico License Agreement, page 75

4.
 Please disclose the amounts of the payments you have already received from Calico (i.e., the nonrefundable
upfront payment and the “certain annual payments” you refer to in the last paragraph beginning on page 75).

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 77 of the Registration Statement in
response to the Staff’s comment to disclose the nonrefundable upfront payment and the certain annual payments already received from Calico.

 Page 2

 Critical Accounting Policies and Use of Estimates, page 81

Stock Options, page 83

5.
 We note the stock options awarded during 2019 and in July 2020 on page 84. 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 initial
public offering 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.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and will supplementally provide the additional requested
information once the estimated offering price or range has been determined.

 Business, page 86

6.
 Given the current state of development of your product candidates, please substantiate or provide the basis
for your beliefs regarding the potential effectiveness of the TORPEDO platform. By way of example, we note statements in the second paragraph on page 86 that your approach “maximizes [y]our potential to create effective drugs across many
targets”; in the carryover paragraph on page 97 that you can “effectively target disease-causing proteins”; and in the last paragraph on page 104 “that by degrading BRD9, this dependency can be effectively targeted.”

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 1, 91, 102,
and 109 of the Registration Statement in response to the Staff’s comment to substantiate the basis of its beliefs regarding the potential effectiveness of the TORPEDO platform.

7.
 Please substantiate that Cereblon is “the only clinically validated E3 ligase for targeted protein
degradation.” Similarly substantiate your statement in the first bullet point on page 96 that approved drugs have “harnessed Cereblon effectively and safely.”

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 1, 91 and 101 of the Registration
Statement in response to the Staff’s comment to substantiate its disclosure.

 Our Strategy, page 88

8.
 Refer to the last bullet point. To the extent known, please quantify the estimated additional investment to
develop the TORPEDO platform and acquire additional intellectual property and discuss the time frame and any material milestones for these investments.

 Page 3

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and notes
that it expects to continually make investments to enhance its TORPEDO platform, including potential enhancements that arise out of the Company’s development of its programs and product candidates. The Company respectfully submits that it
cannot reliably estimate the amounts of these additional investments at this time because they are continual and may be influenced by future development projects and challenges. The Company enhances its TORPEDO platform, in part, through the efforts
it puts toward developing and investing in its projects and product candidates. Given the risks and uncertainties that are inherent in product development, the Company cannot presently identify the specific ways in which its TORPEDO platform will
need to be enhanced over time to support future product development activities. Consequently, there are no specifically defined time frames or pre-defined milestones for these investments and, therefore, the Company is not presently able to split
out the costs that serve to advance a project or product candidate to identify costs that serve solely to enhance the Company’s TORPEDO platform. Lastly, at present, the Company does not plan to in license or otherwise acquire additional
intellectual property from third parties to enhance its TORPEDO platform.

 Government Regulation, page 116

9.
 Please discuss FDA approval of first-line, second-line, and third-line cancer therapies and the effect these
characterizations have on the time frame for product development and the potential market. We note the last paragraph of the carryover risk factor on pages 19-20 and the first full risk factor on page 30.

 RESPONSE: The Company respectfully further advises the Staff that it has revised the disclosure on page 123
of the Registration Statement in response to the Staff’s comment.

10.
 Please file the employment arrangement with each respective named executive officer. Refer to Item
601(b)(10) of Regulation S-K.

 RESPONSE: The Company respectfully
advises the Staff that it has filed the Form of Employment Agreement adopted in September 2020 to be entered into with each named executive officer currently providing services to the Company other than the Chief Executive Officer as Exhibit 10.7 to
the Registration Statement, the Employment Agreement with our incoming President and Chief Executive Officer as Exhibit 10.8 to the Registration Statement, and the Consulting Agreement with MBJC Associates, LLC under which our Chief Financial
Officer provides services to the Company as Exhibit 10.9 to the Registration Statement.

 Description of Capital Stock

Choice of Forum, page 156

11.
 Please reconcile your disclosure here that the U.S. District Court for the District of Massachusetts is the
exclusive forum provision for claims under the Securities Act with the carryover risk factor on pages 58-59 that the exclusive forum provision does not apply to claims under the Securities Act or Exchange Act.
Additionally, to the extent a federal district court is the exclusive forum for claims under the Securities Act, state here and in the risk factor that stockholders will not be deemed to have waived the company’s compliance with the federal
securities laws.

 RESPONSE: The Company respectfully advises the Staff that its Form of Second Amended and
Restated Bylaws, which will become effective upon the effectiveness of the Registration Statement and is filed as Exhibit 3.4 to the Registration Statement, will not include any forum restrictions on Exchange Act claims. Specifically, the Delaware
forum provision shall apply only to state law claims and the federal forum provision shall apply only to Securities Act claims, and not Exchange Act claims. The Company further respectfully advises the Staff that it has revised the disclosure on
pages 59-60 and 163-164 of the Registration Statement in response to the Staff’s comment.

 Page 4

 Financial Statements

Notes to Financial Statements

 (2) Summary of
Significant Accounting Policies, page F-6

12.
 Tell us why you do not disclose when you adopted ASC 842.

RESPONSE: The Company respectfully advises the Staff that it adopted ASC 842 on January 1, 2017. The Company further respectfully
advises the Staff that the date it adopted ASC 842 is not disclosed in the Notes to Consolidated Financial Statements for the years ended December 31, 2018 and 2019 since it occurred during a fiscal year not presented in such Consolidated
Financial Statements

 (7) Collaboration and License Agreements, page F-16

13.
 Given the materiality of revenues generated pursuant to the Calico Agreement, please revise to disclose the
amount of the nonrefundable upfront fee and certain annual payments received (as indicated on pages 75 and F-20), as well as the length of the contractual term or explain why disclosure for these items is not
needed.

 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 75
and pages F-20 and F-21 of the Registration Statement in response to the Staff’s comment.

14.
 Please reconcile the $59.9 million transaction price of the Restated Roche Agreement as mentioned on
page 77 with the aggregate $61.9 million (consisting of $29.0 million to the research and development performance obligations for targets 1-3, $4.1 million to the three material rights and
$28.8 million to the option to nominate targets 4-6 and the three material rights related to these options) as listed on page F-19. Quantify if the difference is a
$2 million milestone achieved in 2019, and disclose what triggered the milestone.

 RESPONSE: The Company
respectfully advises the Staff that it has revised the disclosure on page 80 and pages F-18 and F-19 of the Registration Statement in response to the Staff’s
comment by specifying the $2 million milestone achieved in 2019 together with its trigger, and updating the disclosure on page 80 to include the $2 million amount from this milestone.

General

15.
 Please provide mockups of any pages that include any additional pictures or graphics to be presented,
including any accompanying captions. For guidance, refer to Securities Act Forms Compliance and Disclosure Interpretation 101.02.

RESPONSE: The Company acknowledges the Staff’s comment and advises the Staff that it does not expect to include any graphical
materials or artwork in the prospectus in a subsequent filing or supplementally that is not already included in the Registration Statement.

* * * * *

 Page 5

 Should you have any further comments or questions with regard to the foregoing, please contact the
undersigned at EOConnor@goodwinlaw.com or (212) 813-8853.

 Sincerely,

/s/ Edwin O’Connor

Edwin O’Connor

 cc:

Marc Cohen

 Jolie M. Siegel

C4 Therapeutics, Inc.

 Lawrence Wittenberg

Shoaib Ghias

 Goodwin Procter LLP

Divakar Gupta

 Brent Siler

Cooley LLP

 Page 6

United States securities and exchange commission logo
September 2, 2020
Marc A. Cohen
Chief Executive Officer
C4 Therapeutics, Inc.
490 Arsenal Way, Suite 200
Watertown, MA 02472
Re:C4 Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted August 6, 2020
File No. 377-03378
Dear Mr. Cohen:
            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 submitted August 6, 2020
Prospectus Summary, page 1
1.Refer to the pipeline table on pages 2 and 88.  Please add columns to reflect the material
phases of the development of your product candidates, including the phases of clinical
development, to more accurately reflect each candidate’s stage of development.  Also
discuss the significance of the “Lead Optimization” column and how this column provides
meaningful information to investors or revise.
Implications of Being an Emerging Growth Company, page 5
2.Please provide us 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

 FirstName LastNameMarc A. Cohen
 Comapany NameC4 Therapeutics, Inc.
 September 2, 2020 Page 2
 FirstName LastNameMarc A. Cohen
C4 Therapeutics, Inc.
September 2, 2020
Page 2
investors in reliance on Section 5(d) of the Securities Act, whether or not they retain
copies of the communications.  Please contact Nolan McWilliams at 202-551-3217 to
discuss how to submit the materials, if any, to us for our review.
Use of Proceeds, page 63
3.Refer to the first three bullet points.  You state that you intend to use net proceeds to fund
“portions” of later stages of respective product development.  To the extent known, please
quantify the estimated amounts of additional proceeds to fund each product candidate
through regulatory approval.  Similarly revise the carryover risk factor on pages 12-13 and
Funding Requirements on pages 80-81.
Calico License Agreement, page 75
4.Please disclose the amounts of the payments you have already received from Calico (i.e.,
the nonrefundable upfront payment and the "certain annual payments" you refer to in the
last paragraph beginning on page 75).
Critical Accounting Policies and Use of Estimates, page 81
Stock Options, page 83
5.We note the stock options awarded during 2019 and in July 2020 on page 84. 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 initial
public offering 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.
Business, page 86
6.Given the current state of development of your product candidates, please substantiate or
provide the basis for your beliefs regarding the potential effectiveness of the TORPEDO
platform.  By way of example, we note statements in the second paragraph on page 86 that
your approach “maximizes [y]our potential to create effective drugs across many targets”;
in the carryover paragraph on page 97 that you can “effectively target disease-causing
proteins”; and in the last paragraph on page 104 “that by degrading BRD9, this
dependency can be effectively targeted.”
7.Please substantiate that Cereblon is “the only clinically validated E3 ligase for targeted
protein degradation.”  Similarly substantiate your statement in the first bullet point on
page 96 that approved drugs have “harnessed Cereblon effectively and safely.”
Our Strategy, page 88
8.Refer to the last bullet point.  To the extent known, please quantify the estimated
additional investment to develop the TORPEDO platform and acquire additional

 FirstName LastNameMarc A. Cohen
 Comapany NameC4 Therapeutics, Inc.
 September 2, 2020 Page 3
 FirstName LastNameMarc A. Cohen
C4 Therapeutics, Inc.
September 2, 2020
Page 3
intellectual property and discuss the time frame and any material milestones for these
investments.
Government Regulation, page 116
9.Please discuss FDA approval of first-line, second-line, and third-line cancer therapies and
the effect these characterizations have on the time frame for product development and the
potential market.  We note the last paragraph of the carryover risk factor on pages 19-20
and the first full risk factor on page 30.
Executive Employment Arrangements, page 139
10.Please file the employment arrangement with each respective named executive officer.
Refer to Item 601(b)(10) of Regulation S-K.
Description of Capital Stock
Choice of Forum, page 156
11.Please reconcile your disclosure here that the U.S. District Court for the District of
Massachusetts is the exclusive forum provision for claims under the Securities Act with
the carryover risk factor on pages 58-59 that the exclusive forum provision does not apply
to claims under the Securities Act or Exchange Act.  Additionally, to the extent a federal
district court is the exclusive forum for claims under the Securities Act, state here and in
the risk factor that stockholders will not be deemed to have waived the company’s
compliance with the federal securities laws.
Financial Statements
Notes to Financial Statements
(2) Summary of Significant Accounting Policies, page F-6
12.Tell us why you do not disclose when you adopted ASC 842.
(7) Collaboration and License Agreements, page F-16
13.Given the materiality of revenues generated pursuant to the Calico Agreement, please
revise to disclose the amount of the nonrefundable upfront fee and certain annual
payments received (as indicated on pages 75 and F-20), as well as the length of the
contractual term or explain why disclosure for these items is not needed.
14.Please reconcile the $59.9 million transaction price of the Restated Roche Agreement as
mentioned on page 77 with the aggregate $61.9 million (consisting of $29.0 million to the
research and development performance obligations for targets 1-3, $4.1 million to the
three material rights and $28.8 million to the option to nominate targets 4-6 and the three
material rights related to these options) as listed on page F-19. Quantify if the difference is
a $2 million milestone achieved in 2019, and disclose what triggered the milestone.

 FirstName LastNameMarc A. Cohen
 Comapany NameC4 Therapeutics, Inc.
 September 2, 2020 Page 4
 FirstName LastName
Marc A. Cohen
C4 Therapeutics, Inc.
September 2, 2020
Page 4

General
15.Please provide mockups of any pages that include any additional pictures or graphics to be
presented, including any accompanying captions.  For guidance, refer to Securities Act
Forms Compliance and Disclosure Interpretation 101.02.
            You may contact Jenn Do at 202-551-3743 or Lisa Vanjoske at 202-551-3614 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Nolan McWilliams at 202-551-3217 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences