SecProbe.io

CORRESP
 1
 filename1.htm

 May 15, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: TransCode Therapeutics, Inc. Registration Statement on Form
S-3
File No. 333-295473

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, TransCode Therapeutics, Inc., a Delaware corporation (the " Registrant "),
hereby requests that the above-referenced Registration Statement on Form S-3 (the " Registration Statement ") be declared
effective at 4:00 p.m., Eastern Time, on May 19, 2026 or as soon as practicable thereafter. Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling Niki Fang at
(415) 773-5540.

 The Registrant hereby authorizes
Niki Fang of Orrick, Herrington & Sutcliffe LLP to orally modify or withdraw this request for acceleration.

 Thank you for your assistance
in this matter.

 Kind regards,

 TRANSCODE THERAPUETICS, INC.

 By:
 /s/ Thomas A. Fitzgerald

 Name:
 Thomas A. Fitzgerald

 Title:
 Chief Financial Officer

 cc: Niki Fang, Orrick, Herrington & Sutcliffe LLP

CORRESP
 1
 filename1.htm

 May 15, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: TransCode Therapeutics, Inc. Registration Statement on Form
S-1
File No. 333-295481

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, TransCode Therapeutics, Inc., a Delaware corporation (the " Registrant "),
hereby requests that the above-referenced Registration Statement on Form S-1 (the " Registration Statement ") be declared
effective at 4:00 p.m., Eastern Time, on May 19, 2026 or as soon as practicable thereafter. Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling Niki Fang at
(415) 773-5540.

 The Registrant hereby authorizes
Niki Fang of Orrick, Herrington & Sutcliffe LLP to orally modify or withdraw this request for acceleration.

 Thank you for your assistance
in this matter.

 Kind regards,

 TRANSCODE THERAPUETICS, INC.

 By:
 /s/ Thomas A. Fitzgerald

 Name:
 Thomas A. Fitzgerald

 Title:
 Chief Financial Officer

 cc: Niki Fang, Orrick, Herrington & Sutcliffe LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2026

Philippe P. Calais
Chief Executive Officer
TransCode Therapeutics, Inc.
6 Liberty Square, #2382
Boston, MA 02109

 Re: TransCode Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed April 30, 2026
 File No. 333-295473
Dear Philippe P. Calais:

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

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

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

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Niki Fang, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2026

Philippe P. Calais
Chief Executive Officer
TransCode Therapeutics, Inc.
6 Liberty Square, #2382
Boston, MA 02109

 Re: TransCode Therapeutics, Inc.
 Registration Statement on Form S-1
 Filed May 1, 2026
 File No. 333-295481
Dear Philippe P. Calais:

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

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

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

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Niki Fang, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 December 18, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-3233

 Attention: Mr. Alan Campbell

 Re: TransCode Therapeutics, Inc.

 Acceleration Request for Registration Statement on Form S-3

 File No. 333-292112

 Dear Mr. Campbell:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the " Act "), TransCode Therapeutics, Inc. (the " Company ") hereby requests
that the effective date of the above-referenced registration statement (the " Registration Statement ") be accelerated
to December 22, 2025, at 4:15 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 Adam V. Johnson
at (212) 459-7072.

 Please contact Adam V. Johnson of Goodwin Procter
LLP via telephone at (212) 459-7072 or via e-mail (AdamJohnson@goodwinlaw.com) with any questions.

 Sincerely,

 TRANSCODE THERAPEUTICS, INC.

 /s/ Philippe P. Calais

 Philippe P. Calais
Chief Executive Officer

 cc:
 Thomas Fitzgerald, TransCode Therapeutics, Inc.

 Michael Bison, Goodwin Procter LLP

 Adam V. Johnson, Goodwin Procter LLP

December 13, 2024
Thomas Fitzgerald
Interim Chief Executive Officer
Transcode Therapeutics, Inc.
6 Liberty Square, #2382
Boston, MA 02109
Re:Transcode Therapeutics, Inc.
Registration Statement on Form S-1
Filed December 6, 2024
File No. 333-283668
Dear Thomas Fitzgerald:
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Adam Johnson

CORRESP
1
filename1.htm

December 13, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3233

Attention: Ms. Lauren Hamill

Re: TransCode Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1

Filed December 6, 2024

File No. 333-283668

Dear Ms. Hamill:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “Company”) hereby requests
that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to December 17, 2024, at 5:15 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 Adam Johnson at
(212) 459-7072.

Please contact Michael Bison and Adam
Johnson of Goodwin Procter LLP via telephone at (617) 570-1933 and (212) 459-7072 or via e-mail (MBison@goodwinlaw.com or AdamJohnson@goodwinlaw.com),
respectively, with any questions.

    Sincerely,

    TRANSCODE THERAPEUTICS, INC.

    /s/ Thomas Fitzgerald

    Thomas Fitzgerald

Interim Chief Executive Officer

    cc:
    Michael Bison, Goodwin Procter LLP

    Adam Johnson, Goodwin Procter LLP

CORRESP
1
filename1.htm

January 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3233

Attention: Mr. Tim Buchmiller

Re: TransCode Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1,
as amended

File No. 333-276467

Dear Mr. Buchmiller:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “Company”) hereby requests
that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to January 17, 2023, at 5:15 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.

Please contact Michael Bison and Finnbarr Murphy
of Goodwin Procter LLP via telephone at (617) 570-1933 and (212) 459-7257 or via e-mail (MBison@goodwinlaw.com or FMurphy@goodwinlaw.com),
respectively, with any questions.

    Sincerely,

    TRANSCODE THERAPEUTICS, INC.

    /s/ Thomas Fitzgerald

    Thomas Fitzgerald

Interim Chief Executive Officer

    cc:
    Michael Bison, Goodwin Procter LLP

    Finn Murphy, Goodwin Procter LLP

CORRESP
1
filename1.htm

January 17, 2024

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: TransCode Therapeutics, Inc.

    Registration Statement on Form S-1 (Registration
                                            No. 333-276467) -

    Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”),
solely acting as placement agent on a best-efforts basis in an offering pursuant to the registration statement on Form S-1 (333-276467)
(the “Registration Statement”), hereby concurs in the request by TransCode Therapeutics, Inc. that the effective
date of the above-referenced registration statement be accelerated to 5:15 P.M. Eastern Time on Wednesday, January 17, 2024,
or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations
under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

    Very truly yours,

    H.C. WAINWRIGHT & CO.,
    LLC

    By:
    /s/ Edward D. Silvera

    Name:
    Edward D. Silvera

    Title:
    Chief Operating Officer

430 Park Avenue |
New York, NY 10022 | 212.356.0500 | www.hcwco.com

Member: FINRA/SIPC

United States securities and exchange commission logo
January 16, 2024
R. Michael Dudley
Chief Executive Officer
Transcode Therapeutics, Inc.
6 Liberty Square, #2382
Boston, MA 02109
Re:Transcode Therapeutics, Inc.
Registration Statement on Form S-1
Filed January 11, 2024
File No. 333-276467
Dear R. Michael Dudley:
            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

CORRESP
1
filename1.htm

September 25, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  TransCode Therapeutics, Inc.

  Registration Statement on Form S-1

  File No. No. 333-274251

  Withdrawal of Prior Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
with the U.S. Securities and Exchange Commission via EDGAR on September 22, 2023, in which we requested the acceleration of the effective
date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time, on September 26, 2023. We are no longer requesting
that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration
of the effective date of the above-captioned Registration Statement, as amended.

  Very truly yours,

  ThinkEquity LLC

  By
  /s/ Kevin Mangan

  Name: Kevin Mangan

  Title: Managing Director, Head of Equity Syndicate

CORRESP
1
filename1.htm

VIA EDGAR

September 25, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tim Buchmiller

    Re:

    TransCode Therapeutics, Inc.

    Withdrawal of Acceleration Request and

    Request for Acceleration of Effectiveness

    Registration Statement on Form S-1, as amended

    File No. 333-274251

Dear Mr. Buchmiller,

Reference is made to the letter of TransCode Therapeutics, Inc.
(the “Company”), filed as correspondence via EDGAR on September 22, 2023, in which the Company requested the
acceleration of the effective time and date of Company’s Registration Statement on Form S-1, as amended (File No. 333-274251)
(the “Registration Statement”) to 5:00 p.m., Eastern time, on September 26, 2023. We are no longer requesting
that such Registration Statement be declared effective at this specific date and time and we hereby formally withdraw such request for
acceleration.

If you have any questions regarding this request,
please contact Michael Bison and Finnbarr Murphy of Goodwin Procter LLP via telephone at (617) 570-1933 and (212) 459-7257 or via e-mail
(MBison@goodwinlaw.com or FMurphy@goodwinlaw.com), respectively.

    Sincerely,

    TRANSCODE THERAPEUTICS, INC.

    /s/ Robert Michael Dudley

    Robert Michael Dudley

    Chief Executive Officer

    cc:
    Thomas A. Fitzgerald, TransCode Therapeutics, Inc.

    Michael Bison, Goodwin Procter LLP

    Finnbarr Murphy, Goodwin Procter LLP

CORRESP
1
filename1.htm

September 25, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549-3233

Attention: Tim Buchmiller

Re:          TransCode Therapeutics, Inc.

Acceleration Request for Registration Statement
on Form S-1, as amended

File No. 333-274251

Dear Mr. Buchmiller:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “Company”) hereby requests that
the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to
September 25, 2023, at 5:00 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.

Please contact Michael Bison and Finnbarr Murphy
of Goodwin Procter LLP via telephone at (617) 570-1933 and (212) 459-7257 or via e-mail (MBison@goodwinlaw.com or FMurphy@goodwinlaw.com),
respectively, with any questions.

    Sincerely,

    TRANSCODE THERAPEUTICS,
    INC.

    /s/
    Robert Michael Dudley

    Robert
                                       Michael Dudley

                                       Chief
                                       Executive Officer

    cc:
    Thomas A. Fitzgerald, TransCode Therapeutics, Inc.

    Michael Bison, Goodwin Procter LLP

    Finn Murphy, Goodwin Procter LLP

CORRESP
1
filename1.htm

September 25, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  TransCode Therapeutics, Inc.

  Registration Statement on Form S-1

  File No. No. 333-274251

  Acceleration Request

  Requested Date:
  September 25, 2023

  Requested Time:
  5:00 p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as underwriter, hereby join
in the request of TransCode Therapeutics, Inc. that the effective date of the Registration Statement be accelerated so that it will be
declared effective at 5:00 p.m., Eastern Time (US), on September 25, 2023, or at such later time as the Company or its outside counsel,
Goodwin Procter LLP, may request via a telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriter has distributed as many copies of the preliminary prospectus dated September 22, 2023 to underwriters,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as representatives of the several
underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will
comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

  Very truly yours,

  Acting on behalf of itself and the several Underwriters

  ThinkEquity LLC

  By:
  /s/ Kevin Mangan

  Name:
  Kevin Mangan

 Title: Managing Director, Head of Equity Syndicate

CORRESP
1
filename1.htm

September 22, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  TransCode Therapeutics, Inc.

  Registration Statement on Form S-1

  File No. No. 333-274251

  Withdrawal of Prior Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
with the U.S. Securities and Exchange Commission via EDGAR on September 15, 2023, in which we requested the acceleration of the effective
date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time, on September 19, 2023. We are no longer requesting
that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration
of the effective date of the above-captioned Registration Statement, as amended.

  Very truly yours,

  ThinkEquity LLC

  By
  /s/ Kevin Mangan

  Name: Kevin Mangan

  Title: Managing Director, Head of Equity Syndicate

CORRESP
1
filename1.htm

September 22, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  TransCode Therapeutics, Inc.

  Registration Statement on Form S-1

  File No. No. 333-274251

  Acceleration Request

  Requested Date:
  September 26, 2023

  Requested Time:
  5:00 p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as underwriter, hereby join
in the request of TransCode Therapeutics, Inc. that the effective date of the Registration Statement be accelerated so that it will be
declared effective at 5:00 p.m., Eastern Time (US), on September 26, 2023, or at such later time as the Company or its outside counsel,
Goodwin Procter LLP, may request via a telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriter has distributed as many copies of the preliminary prospectus dated September 8, 2023 to underwriters,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as representatives of the several
underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will
comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

  Very truly yours,

  Acting on behalf of itself and the several Underwriters

  ThinkEquity LLC

  By:
  /s/ Kevin Mangan

  Name:
  Kevin Mangan

 Title: Managing Director, Head of Equity Syndicate

CORRESP
1
filename1.htm

VIA EDGAR

September 22, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tim Buchmiller

    Re:

    TransCode Therapeutics, Inc.

    Withdrawal of Acceleration Request and

    Request for Acceleration of Effectiveness

    Registration Statement on Form S-1, as amended

    File No. 333-274251

Dear Mr. Buchmiller,

Reference is made to the letter of TransCode Therapeutics, Inc.
(the “Company”), filed as correspondence via EDGAR on September 15, 2023, in which the Company requested (the
 “First Request”) the acceleration of the effective time and date of Company’s Registration Statement on
Form S-1 (File No. 333-274251) (the “Registration Statement”) to 5:00 p.m., Eastern time, on
September 19, 2023. The Company has filed an Amendment No. 2 to the Registration Statement, dated September 22, 2023 and, as you
have requested, formally withdraws the First Request.

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), the Company hereby requests that the effective date and time of the Company’s
Registration Statement be accelerated to September 26, 2023, at 5:00 p.m., Eastern time, or as soon as practicable thereafter,
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 Finnbarr Murphy at (212) 459-7257.

If you have any questions regarding this request,
please contact Michael Bison and Finnbarr Murphy of Goodwin Procter LLP via telephone at (617) 570-1933 and (212) 459-7257 or via e-mail
(MBison@goodwinlaw.com or FMurphy@goodwinlaw.com), respectively.

    Sincerely,

    TRANSCODE THERAPEUTICS, INC.

    /s/ Robert Michael Dudley

    Robert Michael Dudley

    Chief Executive Officer

    cc:
    Thomas A. Fitzgerald, TransCode Therapeutics, Inc.

    Michael Bison, Goodwin Procter LLP

    Finnbarr Murphy, Goodwin Procter LLP

CORRESP
1
filename1.htm

September 15, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549-3233

Attention: Tim Buchmiller

Re:          TransCode Therapeutics, Inc.

Acceleration Request for Registration Statement
on Form S-1, as amended

File No. 333-274251

Dear Mr. Buchmiller:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “Company”) hereby requests that
the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to
September 19, 2023, at 5:00 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.

Please contact Michael Bison and Finnbarr Murphy
of Goodwin Procter LLP via telephone at (617) 570-1933 and (212) 459-7257 or via e-mail (MBison@goodwinlaw.com or FMurphy@goodwinlaw.com),
respectively, with any questions.

    Sincerely,

    TRANSCODE THERAPEUTICS,
    INC.

    /s/
    Robert Michael Dudley

    Robert
                                       Michael Dudley

                                       Chief
                                       Executive Officer

    cc:
    Thomas A. Fitzgerald, TransCode Therapeutics, Inc.

    Michael Bison, Goodwin Procter LLP

    Finn Murphy, Goodwin Procter LLP

CORRESP
1
filename1.htm

September 15, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TransCode Therapeutics, Inc.

    Registration Statement on Form S-1

    File No. No. 333-274251

    Acceleration
    Request

    Requested
    Date:
    September
    19, 2023

    Requested
    Time:
    5:00
    p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as underwriter, hereby join
in the request of TransCode Therapeutics, Inc. that the effective date of the Registration Statement be accelerated so that it will be
declared effective at 5:00 p.m., Eastern Time (US), on September 19, 2023, or at such later time as the Company or its outside counsel,
Goodwin Procter LLP, may request via a telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriter has distributed as many copies of the preliminary prospectus dated September 8, 2023 to underwriters,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as representatives of the several
underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will
comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Acting on behalf of itself and the
    several Underwriters

    THINKEQUITY,
    llc

    By:
    /s/ Kevin Mangan

    Name:
    Kevin Mangan

    Title:
    Managing Director, Head of Equity Syndicate

United States securities and exchange commission logo
August 31, 2023
R. Michael Dudley
Chief Executive Officer
Transcode Therapeutics, Inc.
6 Liberty Square, #2382
Boston, MA 02109
Re:Transcode Therapeutics, Inc.
Registration Statement on Form S-1
Filed August 29, 2023
File No. 333-274251
Dear R. Michael Dudley:
            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:       Michael Bison, Esq.

CORRESP
1
filename1.htm

June 6, 2023

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: TransCode Therapeutics, Inc.

Registration Statement on Form S-1
(Registration No. 333-272082) -

Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”),
solely acting as placement agent on a best-efforts basis in an offering pursuant to the registration statement on Form S-1 (333-272082)
(the “Registration Statement”), hereby concurs in the request by TransCode Therapeutics, Inc. that the effective
date of the above-referenced registration statement be accelerated to 5:15 P.M. Eastern Time on Tuesday, June 6, 2023, or as
soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations
under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/ Edward D. Silvera

    Name:
    Edward D. Silvera

    Title:
    Chief Operating Officer

430 Park Avenue | New York, NY
10022 | 212.356.0500 | www.hcwco.com

Member: FINRA/SIPC

CORRESP
1
filename1.htm

June 5, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3233

Attention: Ms. Lauren S. Hamill

Re: TransCode Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1, as
amended

File No. 333-272082

Dear Ms. Hamill:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “Company”) hereby requests
that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to June 6, 2023, at 5:15 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.

Please contact Michael Bison and Finnbarr Murphy
of Goodwin Procter LLP via telephone at (617) 570-1933 and (212) 459-7257 or via e-mail (MBison@goodwinlaw.com or FMurphy@goodwinlaw.com),
respectively, with any questions.

    Sincerely,

    TRANSCODE THERAPEUTICS, INC.

    /s/ Robert Michael Dudley

    Robert Michael Dudley

Chief Executive Officer

    cc:
    Thomas A. Fitzgerald, TransCode Therapeutics, Inc.

    Michael Bison, Goodwin Procter LLP

    Finn Murphy, Goodwin Procter LLP

United States securities and exchange commission logo
May 25, 2023
Tom Fitzgerald
Chief Financial Officer
Transcode Therapeutics, Inc.
6 Liberty Square, #2382
Boston, MA 02109
Re:Transcode Therapeutics, Inc.
Registration Statement on Form S-1
Filed May 19, 2023
File No. 333-272082
Dear Tom Fitzgerald:
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Finnbarr Murphy

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December 14, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3233

Attention: Ms. Ada Sarmento

Re: TransCode Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333-268764

Dear Ms. Sarmento:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “Company”) hereby requests
that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to December 16, 2022, at 1:30 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.

Please contact Michael Bison and Finnbarr Murphy
of Goodwin Procter LLP via telephone at (617) 570-1933 and (212) 459-7257 or via e-mail (MBison@goodwinlaw.com or FMurphy@goodwinlaw.com),
respectively, with any questions.

Sincerely,

TRANSCODE THERAPEUTICS, INC.

/s/ Robert Michael Dudley

Robert Michael Dudley
 Chief Executive Officer

    cc:
    Thomas A. Fitzgerald, TransCode Therapeutics, Inc.

    Michael Bison, Goodwin Procter LLP

    Finn Murphy, Goodwin Procter LLP

United States securities and exchange commission logo
December 14, 2022
R. Michael Dudley
Chief Executive Officer
Transcode Therapeutics, Inc.
6 Liberty Square — #2382
Boston, MA 02109
Re:Transcode Therapeutics, Inc.
Registration Statement on Form S-3
Filed December 13, 2022
File No. 333-268764
Dear R. Michael Dudley:
            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 Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Finnbarr Murphy, Esq.

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July 6, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TransCode Therapeutics, Inc.

    Registration Statement on Form S-1

    File No. No. 333-253599

    Acceleration Request

    Requested Date:
    July 8, 2021

    Requested Time:
    5:00 p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the
underwriters, hereby join in the request of TransCode Therapeutics, Inc. that the effective date of the Registration Statement be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Time (US), on July 8, 2021, or at such later time as the Company or its outside
counsel, Goodwin Procter LLP, may request via a telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission.

Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriters have distributed as many copies of the Preliminary Prospectus dated April 16, 2021 to underwriters, dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as representative of the several
underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied and will
comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    THINKEQUITY

    a division of Fordham Financial Management, Inc.

    By:
     /s/ Kevin Mangan

    Name: Kevin Mangan

    Title: Managing Director, Head of Equity Syndicate

CORRESP
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VIA EDGAR

July 6, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jason Drory and Mary Beth Breslin

 Re: TransCode Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-253599

Dear Mr. Drory and Ms. Breslin,

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “Company”) hereby requests that
the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to
July 8, 2021, at 5:00 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 Michael Bison at (617) 570-1933. 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: Michael Bison, by facsimile to (617)
321-4370.

If you have any questions regarding this request,
please contact Michael Bison of Goodwin Procter LLP at (617) 570-1933.

    Sincerely,

    TRANSCODE THERAPEUTICS, INC.

    /s/ Robert Michael Dudley

    Robert Michael Dudley

Chief Executive Officer

    cc:
    Thomas A. Fitzgerald, TransCode Therapeutics, Inc.

    Benjamin Bertan, Esq., Goodwin Procter LLP

    Kaitlin Carragher, Esq., Goodwin Procter LLP

CORRESP
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June 1, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:          TransCode Therapeutics, Inc.

Registration Statement on Form S-1

File No. No. 333-253599

Withdrawal of Prior Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
with the U.S. Securities and Exchange Commission via EDGAR on May 6, 2021, in which we requested the acceleration of the effective date
of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time, on May 10, 2021. We are no longer requesting that
the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration
of the effective date of the above-captioned Registration Statement, as amended.

    Very truly yours,

    THINKEQUITY

    a division of Fordham Financial Management, Inc.

    By
     /s/ Kevin Mangan

    Name: Kevin Mangan

    Title: Managing Director, Head of Equity Syndicate

CORRESP
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VIA EDGAR

May 14, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jason Drory and Mary Beth Breslin

    Re:
    TransCode Therapeutics, Inc.

    Withdrawal of Acceleration Request

    Registration Statement on Form S-1

    File No. 333-253599

Dear Mr. Drory and Ms. Breslin,

Reference is made to the letter of TransCode Therapeutics,
Inc. (the “Company”), filed as correspondence via EDGAR on May 6, 2021, in which the Company requested the acceleration of
the effective time and date of Company’s Registration Statement on Form S-1 (File No. 333-253599) (the “Registration
Statement”) to 5:00 p.m., Eastern time, on May 10, 2021. The Company is no longer requesting that such Registration Statement be
declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

If you have any questions regarding this request,
please contact Michael Bison of Goodwin Procter LLP at (617) 570-1933.

Sincerely,

TRANSCODE THERAPEUTICS, INC.

/s/ Robert Michael Dudley

Robert Michael Dudley

Chief Executive Officer

  cc:
  Thomas A. Fitzgerald, TransCode Therapeutics, Inc.

  Benjamin Bertan, Esq., Goodwin Procter LLP

  Kaitlin Carragher, Esq., Goodwin Procter LLP

CORRESP
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May 6, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TransCode Therapeutics, Inc.

    Registration Statement on Form S-1

    File No. No. 333-253599

    Withdrawal of Prior Acceleration Request

    &

    Acceleration Request

    Requested Date:
    May 10, 2021

    Requested Time:
    5:00 p.m. Eastern Time (US)

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
with the U.S. Securities and Exchange Commission via EDGAR on April 23, 2021, in which we requested the acceleration of the effective
date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time, on April 27, 2021. We are no longer requesting
that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration
of the effective date of the above-captioned Registration Statement, as amended.

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended, we, as representative of the underwriters, hereby join
in the request of TransCode Therapeutics, Inc. that the effective date of the Registration Statement be accelerated so that it will be
declared effective at 5:00 p.m., Eastern Time (US), on May 10, 2021, or at such later time as the Company or its outside counsel, Goodwin
Procter LLP, may request via a telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriters have distributed as many copies of the Preliminary Prospectus dated May 3, 2021 to underwriters, dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as representative of the several
underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied and will
comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    THINKEQUITY

    a division of Fordham Financial
    Management, Inc.

    By:
    /s/ Kevin Mangan

    Name:
     Kevin Mangan

    Title:
    Managing Director, Head of Equity Syndicate

CORRESP
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VIA EDGAR

May 6, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jason Drory and Mary Beth Breslin

    Re:

    TransCode Therapeutics, Inc.

    Withdrawal of Acceleration Request and

    Request for Acceleration of Effectiveness

    Registration Statement on Form S-1

    File No. 333-253599

Dear Mr. Drory and Ms. Breslin,

Reference is made to the letter of TransCode Therapeutics, Inc.
(the “Company”), filed as correspondence via EDGAR on April 23, 2021, in which the Company requested (the “First
Request”) the acceleration of the effective time and date of Company’s Registration Statement on Form S-1 (File No. 333-253599)
(the “Registration Statement”) to 5:00 p.m., Eastern time, on April 27, 2021. The Company has filed an Amendment No. 4
to the Registration Statement, dated May 3, 2021 and, as you have requested, formally withdraws the First Request.

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), the Company hereby requests that the effective date and time of the Company’s Registration
Statement be accelerated to May 10, 2021, at 5:00 p.m., Eastern time, or as soon as practicable thereafter, 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 Michael Bison at (617) 570-1933. 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: Michael Bison, by facsimile to (617) 321-4370.

If you have any questions regarding this request,
please contact Michael Bison of Goodwin Procter LLP at (617) 570-1933.

    Sincerely,

    TRANSCODE THERAPEUTICS, INC.

    /s/ Robert Michael Dudley

    Robert Michael Dudley

    Chief Executive Officer

 cc: Thomas A. Fitzgerald, TransCode Therapeutics, Inc.

  Benjamin Bertan, Esq., Goodwin Procter LLP

  Kaitlin Carragher, Esq., Goodwin Procter LLP

CORRESP
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VIA EDGAR

April 23, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jason Drory, Mary Beth Breslin and Tim Buchmiller

    Re:
    TransCode Therapeutics, Inc.

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-253599

Dear Mr. Drory, Ms. Breslin and Mr. Buchmiller,

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), TransCode Therapeutics, Inc. (the “Company”) hereby requests
that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to April 27, 2021, at 5:00 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 Michael Bison
at (617) 570-1933. 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: Michael Bison, by facsimile to (617) 321-4370.

If you have any questions regarding
this request, please contact Michael Bison of Goodwin Procter LLP at (617) 570-1933.

    Sincerely,

    TRANSCODE THERAPEUTICS, INC.

    /s/ Robert Michael Dudley

    Robert Michael Dudley

    Chief Executive Officer

    cc:
    Thomas A. Fitzgerald, TransCode Therapeutics, Inc.

    Benjamin Bertan, Esq., Goodwin Procter LLP

    Kaitlin Carragher, Esq., Goodwin Procter LLP

CORRESP
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April 23, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:          TransCode Therapeutics, Inc.

Registration Statement on Form S-1

File No. No. 333-253599

Acceleration Request

         Requested Date:      April 27, 2021

         Requested Time:     5:00 p.m. Eastern
Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the
underwriters, hereby join in the request of TransCode Therapeutics, Inc. that the effective date of the Registration Statement be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Time (US), on April 27, 2021, or at such later time as the Company or its
outside counsel, Goodwin Procter LLP, may request via a telephone call to the staff of the Division of Corporation Finance of the Securities
and Exchange Commission.

Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriters have distributed as many copies of the Preliminary Prospectus dated April 16, 2021 to underwriters, dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as representative of the several
underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied and will
comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    THINKEQUITY

    a division of Fordham Financial Management, Inc.

    By:
    /s/ Kevin Mangan

    Name: Kevin Mangan

    Title: Managing Director, Head of Equity Syndicate

CORRESP
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    Goodwin Procter LLP

    100 Northern Avenue

    Boston, MA 02210

    goodwinlaw.com

    +1 617 570 1000

April 16, 2021

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jason L. Drory and Mary Beth Breslin

    Re:
    TransCode Therapeutics, Inc.

    Draft Registration Statement on Form S-1 Submitted December 18, 2020

    CIK No. 0001829635

Dear Mr. Drory and Ms. Breslin:

This letter is being submitted on behalf of TransCode
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
Amendment No. 2 to the Company’s Registration Statement on Form S-1, filed on April 8, 2021 (the “Registration
Statement”), as set forth in the Staff’s letter, dated April 14, 2021, addressed to R. Michael Dudley (the “Comment
Letter”). The Company has revised the Registration Statement and is concurrently publicly filing Amendment No. 3 to the
Registration Statement on Form S-1 (the “Amended Registration Statement”) together with this response
letter, including changes in response to the Staff’s comments and other updates.

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.

The responses provided herein are based upon information
provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we are sending via Federal Express four
(4) copies of each of this letter and the Amended Registration Statement (marked to show changes from the Draft Registration Statement).

United States Securities and Exchange Commission

April 16, 2021

Page 2

Amendment No.2 to Registration Statement on Form S-1 filed
April 8, 2021

Prospectus Summary

Overview

Modular Design Toolbox, page 2

1. We note your revised disclosure here and on the top of page 91, that you "can also synthesize
nanocarriers with tunable chemistry properties to maximize therapeutic delivery success." Efficacy is a determination that is solely
within the authority of the FDA or similar foreign regulators. Given your current stage of development, please revise your
disclosure here to provide a clear basis for all performance claims so that you avoid any suggestion that your preclinical product candidates
will demonstrate success or efficacy or otherwise delete the claim that you can "maximize therapeutic delivery success."

  RESPONSE:
The Company acknowledges the Staff’s comment and respectfully informs the Staff that it has updated the disclosure on
pages 2 and 91 of the Amended Registration Statement to address the Staff’s comments regarding the Company’s preclinical
product candidates.

Employment Arrangements with our Named Executive Officers, page 143

2. We note that you have filed Exhibits 10.9, 10.10, 10.11 and 10.12, which relate to various employment agreements you have entered
into with Mr. Dudley and Mr. Fitzgerald. Please update your disclosure here to reflect the fact that the employment agreements
have been entered into. In addition, please revise your disclosure here to include a description of the 24 month change in control severance
provision present in each of the employment agreements with Mr. Dudley and Mr. Fitzgerald or otherwise advise.

  RESPONSE:
The Company acknowledges the Staff’s comment and respectfully informs the Staff that it has updated the disclosure on
page 143 of the Amended Registration Statement to address the Staff’s comments regarding the employment agreements with Mr. Dudley
and Mr. Fitzgerald.

If you should have any questions regarding the
enclosed matters, please contact the undersigned at (617) 570-1933.

    Sincerely,

    /s/ Michael Bison

    Michael Bison, Esq.

    cc:
    R. Michael Dudley, TransCode Therapeutics, Inc.

    Thomas A. Fitzgerald, TransCode Therapeutics, Inc.

    Stephen Older, Esq, McGuireWoods LLP

    Rakesh Gopalan, Esq, McGuireWoods LLP

United States securities and exchange commission logo
April 14, 2021
R. Michael Dudley
Chief Executive Officer
TransCode Therapeutics, Inc.
6 Liberty Square, #2382
Boston, MA 02109
Re:TransCode Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted December 18, 2020
CIK No. 0001829635
Dear Mr. Dudley:
            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.
Amendment No. 2 to Registration Statement on Form S-1 filed April 8, 2021
Prospectus Summary
Overview
Modular Design Toolbox, page 2
1.We note your revised disclosure here and on the top of page 91, that you "can also
synthesize nanocarriers with tunable chemistry properties to maximize therapeutic
delivery success." Efficacy is a determination that is solely within the authority of
the FDA or similar foreign regulators. Given your current stage of development, please
revise your disclosure here to provide a clear basis for all performance claims so that you
avoid any suggestion that your preclinical product candidates will demonstrate success
or efficacy or otherwise delete the claim that you can "maximize therapeutic delivery
success."

 FirstName LastNameR. Michael Dudley
 Comapany NameTransCode Therapeutics, Inc.
 April 14, 2021 Page 2
 FirstName LastName
R. Michael Dudley
TransCode Therapeutics, Inc.
April 14, 2021
Page 2
Employment Arrangements with our Named Executive Officers, page 143
2.We note that you have filed Exhibits 10.9, 10.10, 10.11 and 10.12, which relate to various
employment agreements you have entered into with Mr. Dudley and Mr. Fitzgerald.
Please update your disclosure here to reflect the fact that the employment agreements have
been entered into. In addition, please revise your disclosure here to include a description
of the 24 month change in control severance provision present in each of the employment
agreements with Mr. Dudley and Mr. Fitzgerald or otherwise advise.
            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 Franklin Wyman at 202-551-3660 or Angela Connell at 202-551-3426
if you have questions regarding comments on the financial statements and related
matters.  Please contact Jason Drory at 202-551-8342 or Mary Beth Breslin at 202-551-3625
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Bison

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    Goodwin Procter LLP

    100 Northern Avenue

    Boston, MA 02210

    goodwinlaw.com

    +1 617 570 1000

FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential
treatment is

TransCode Therapeutics, Inc.

6 Liberty Square, #2382

Boston, Massachusetts 02109

Telephone: (857) 837-3099

    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 “[***].”

March 11, 2021

VIA EDGAR AND OVERNIGHT
DELIVERY

U.S. Securities and Exchange
Commission

Office of Healthcare and Insurance

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jason L. Drory and
Mary Beth Breslin

 Re: TransCode Therapeutics, Inc.

Registration
Statement on Form S-1

File
No. 333- 253599

CIK
No. 0001808865

Rule 83 Confidential Treatment
Request by TransCode Therapeutics, Inc.

Ladies and Gentlemen:

On behalf of TransCode
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 January 14, 2021 (the “Original Comment Letter”) relating to the Company’s Registration
Statement on Form S-1, originally confidentially submitted to the Commission on December 18, 2020, amended January 27, 2021,
and subsequently publicly filed by the Company with the Commission on February 26, 2021 (File No. 333-253599) (the
 “Registration Statement”), we submit this supplemental letter to further address comment 6 of the Original
Comment Letter.

CONFIDENTIAL
TREATMENT REQUESTED By

transcode
THERAPEUTICS, Inc.

March 11, 2021

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 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 a reverse
stock split that the Company plans to implement prior to effectiveness of the Registration Statement (the “Stock Split”)
in a pre-effective amendment to the Registration Statement that includes the estimated Preliminary Price Range (as defined below);
as such, all dollar amounts and per share amounts in this letter reflect the anticipated effects of the Stock Split.

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 R. Michael Dudley, Chief Executive Officer,
TransCode Therapeutics, Inc., 6 Liberty Square, #2382, Boston, Massachusetts 02109 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.

 6. Once you have an estimated offering price range, please
explain to us the reasons for any differences between recent valuations of your common shares leading up to the planned offering
and the midpoint of your estimated offering price range. This information will facilitate our review of your accounting for stock
compensation. Please discuss with the staff how to submit your response.

CONFIDENTIAL
TREATMENT REQUESTED By

TransCode
THERAPEUTICS, Inc.

March 11, 2021

Page 3

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 estimates a preliminary price range of approximately $[***] to $[***] per share (the “Preliminary Price Range”)
for its IPO, after 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.

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 historically
has been determined by the Company’s board of directors (the “Board”) as of the date of each option or
other equity award grant, with input from management, considering the Company’s then 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
most recent third-party valuations of its common stock were prepared for December 31, 2019 and October 1, 2020. These third-party
valuations were performed in accordance with the guidance outlined in the National Association of Certified Valuators and Analysts
Professional Standards, and were prepared using the income approach, while utilizing elements of the
asset-based approach and the market approach. Professional judgment must be used to select the approach(es) and the method(s) that
best indicate the value of the business interest.

The asset
approach is a general way of determining a value indication of a business, business ownership interest, or security using one
or more methods based on the value of the assets net of liabilities, as such necessarily involving an analysis of the
economic worth of a company’s tangible and intangible, recorded and unrecorded assets in excess of outstanding
liabilities. There are two main methods within the asset approach: (i) the adjusted net asset value method, and (ii) the
excess earnings method. The asset approach is relevant for holding companies and for operating companies that are
contemplating liquidation or are unprofitable for the foreseeable future.

CONFIDENTIAL
TREATMENT REQUESTED By

TransCode
THERAPEUTICS, Inc.

March 11, 2021

Page 4

The income approach
is the most customary way to measure the value of a business or an interest in a business; the value of a company is the value
of all of its future benefits to its owners typically measured in net cash flows discounted back to a present value at a discount
rate which is the cost of capital that reflects the time value of money and the degree of risk of realizing the projected benefits.
The income approach utilizes two basic methods: (i) discounting, where all expected future benefits are projected and discounted
back to a present value, and (ii) capitalizing, where a single benefit is divided by a capitalization rate to get a present value.
The approach requires two categories of estimates: (i) forecasts of future results, such as net cash flow or earnings, and (ii)
estimation of an appropriate discount rate in the form of cost of capital or cost of equity.

Finally, the theory
of the market approach is the economic principle of substitution; one would not pay more than one would have to pay for an equally
desirable alternative. Therefore, analysts seek valuation guidance from the prices of other similar companies, or interests in
companies, that have sold. While no company is exactly comparable to another, a thorough appraisal requires seeking out the best
of the extensive guidance that the market can provide. The Market Approach is particularly relevant when the estimation of value
is performed through the lens of a fair market value standard.

December 31,
2019 Valuation

The Company’s
third-party valuation as of December 31, 2019 (the “December 2019 Valuation”), which was used, in part, by
the Company’s Board to determine the fair value of the Company’s common stock as of the grant date of option
awards granted in June 2020, (which had been anticipated to have been issued in January 2020) determined the enterprise value
of the Company using an integration of asset and market-based approaches into the income approach. The third-party valuation
specialist determined the income approach was the most valid way to measure the value of a business in this case. Because
there are significant unknowns of regulatory action, pricing, and reimbursement of a curative therapy in the Company’s
industry, and the significant uncertainty of obtaining the capital needed to develop the therapeutic candidate, the
third-party valuation specialist determined that the most relevant and reliable indication of value in this case derives from
the present value of a comparison of the future sale of an asset, which type of event is highly regular in the
Company’s industry. At the time of this valuation, the IPO was not a consideration nor had any discussions about an IPO
occurred. In fact, the Company sought private institutional capital but was unsuccessful, a factor considered in the
appraisal. The third-party valuation analyst then integrated asset and market approaches into the income approach to generate
a present value of the benefits of the transaction measured as free cash flow using discount rates.

 CONFIDENTIAL
TREATMENT REQUESTED By

transcode
THERAPEUTICS, Inc.

March 11, 2021

Page 5

October 1,
2020 Valuation

The Company’s third-party
valuation as of October 1, 2020 (the “October 2020 Valuation”), which was used, in part, by the Company’s
Board to determine the fair value of the Company’s stock as of the grant date of each of the three option awards made since
that date, determined the enterprise value of the Company using an integration of asset and market-based approaches into the income
approach. This valuation was commissioned by the Company because it had signed an engagement letter with respect to the IPO and
while the outcome of the effort was not a certainty, a possible IPO was explicitly considered in the valuation analysis. The third-party
valuation specialist determined the income approach was the most valid way to measure the value of a business in this case. The
third-party valuation specialist also formalized the inaccuracy of measurements of present value of future benefit streams using
contingent claims (real options) approaches, measuring both internal and external risks to the benefit stream. The third-party
valuation analyst then integrated asset and market approaches into the income approach to generate a present value of the benefits
of the transaction measured as free cash flow using discount rates.

    Valuation Date
    Estimated Value of

Common Stock (post-

Reverse Split)
    Estimated Value of

Common Stock

 (pre-Reverse Split)

    Primary

 Valuation Method

    12/31/2019
    $ 0.0824
    $ 0.05
    Income approach

    10/1/2020
    $ 3.9073
    $ 2.37
    Income approach

The principal factors contributing
to the increase in the fair value of common stock from the December 2019 Valuation to the October 2020 Valuation were the timing
of, and cost-effective changes to, the Company’s clinical development plan, the strategy now underway to fund said research,
and the potential to attain a significant exit in earlier stages of development.

The Board relied, in part,
on the results of (i) the December 2019 Valuation in its determination of the fair value of common stock of $0.0824 per share
as of December 31, 2019 and (ii) the October 2020 Valuation in its determination of the fair value of common stock of $3.9073
per share as of December 17, 2020 and January 7, 2021, when it granted a total of 109,180 options to purchase shares of
common stock to non-employee directors upon adoption by the Company of a compensation plan for non-employee directors in
connection with their respective appointments to the Company’s board of directors. The Board determined that the fair
value of common stock as of December 17, 2020 remained at $3.9073 per share because the Company had not yet held valuation
discussions with the underwriters regarding its common stock and no events had occurred which would have had a material
effect on the October 2020 Valuation result. Subsequent to January 7, 2021, the Company made no other equity awards and
would, if any new awards are made, obtain an updated appraisal of the fair value of the common stock. See, e.g., the section
entitled “Executive Compensation - Proposed Compensation Arrangements Following Completion of this Offering”
appearing in the Registration Statement.

CONFIDENTIAL
TREATMENT REQUESTED By

transcode
THERAPEUTICS, Inc.

March 11, 2021

Page 6

Comparison of Most Recent Valuation
and the Preliminary Price Range

As is typical in initial public
offerings, the Preliminary Price Range was not derived using a formal determination of fair value, but was determined based on
discussions between the Company and the underwriters. Prior to February 19, 2021, the Company and the underwriters had not had
discussions regarding the Preliminary Price Range. Among the factors that the underwriters described as their considerations in
setting the Preliminary Price Range were the following:

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

 · the Company’s financial condition and prospects;

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

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

 · 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 December 31, 2019 and October 1, 2020 of $0.0824 per share
and $3.907 per share, respectively, both amounts reflecting the anticipated Stock Split, 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 subsequent to December 1, 2020, the date of the Company’s most
recent determination of the fair value of its common stock in reliance on, among other things, the October 2020
Valuation.

CONFIDENTIAL
TREATMENT REQUESTED By

transcode
THERAPEUTICS, Inc.

March 11, 2021

Page 7

 · The Preli

United States securities and exchange commission logo
January 14, 2021
R. Michael Dudley
Chief Executive Officer
TransCode Therapeutics, Inc.
6 Liberty Square, #2382
Boston, MA 02109
Re:TransCode Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted December 18, 2020
CIK No. 0001829635
Dear Mr. Dudley:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted December 18, 2020
Prospectus Summary
Overview, page 1
1.We note your statement here and similar statements elsewhere throughout your draft
registration statement that "[i]n preclinical studies, [y]our drug candidate was successfully
delivered to existing metastatic lesions, and eliminated metastasis and elicited complete
regression without recurrence in 100% of subjects treated in a Stage II/III cancer model."
Given the stage of development of your product candidate, please
balance this statement by also disclosing material description of the study, including: (i)
identifying the drug candidate, (ii) disclosing the number and type of subjects, (iii)
whether the study results were statistically significant, including the p-value if applicable

 FirstName LastNameR. Michael Dudley
 Comapany NameTransCode Therapeutics, Inc.
 January 14, 2021 Page 2
 FirstName LastName
R. Michael Dudley
TransCode Therapeutics, Inc.
January 14, 2021
Page 2
and (iv) other material details of your trial design and results. In addition, we note your
statement on page 102 that your lead product candidate was used in combination with low
dose doxorubicin in preclinical trials. Please advise us on whether or not doxorubicin was
also administered in the preclinical study you reference in the summary section. To the
extent it was used, please include relevant disclosure here.
2.Given the current state of development of your product candidates from your TTX
platform, please substantiate or provide the basis for your beliefs regarding the potential
effectiveness of the TTX platform or otherwise add balancing disclosure. By way of
example, we note statements on page 1 that your platform enables you to design product
candidates that "are highly efficient at reaching and engaging their targets” and " [yo]ur
nanocarrier is poised for immediate clinical translation" and on page 3 where you state
your science is "revolutionary."
3.Please amend your disclosure to clarify what makes your platform different from other
research platforms, and whether any other research currently employs a similar approach.
In particular, explain what you mean when you say your "discovery platform consists of a
modular ‘toolbox’," and whether that is unique to your company. If it is not unique,
contrast your approach to those of other companies.
Implications of Being an Emerging Growth Company and a Smaller Reporting Company, page 3
4.Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
Risk Factors, page 9
5.Please update your risk factor disclosure by relocating risks that could apply generally to
any company or offering of securities to the end of the risk factor section under the
caption “General Risk Factors.” Refer to Item 105 of Regulation S-K and SEC Release
No. 33-10825.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical accounting policies and significant judgments and estimates
Stock-based compensation, page 86
6.Once you have an estimated offering price range, please explain to us the reasons for any
differences between recent valuations of your common shares leading up to the planned
offering and the midpoint of your estimated offering price range. This information will
facilitate our review of your accounting for stock compensation. Please discuss with the
staff how to submit your response.

 FirstName LastNameR. Michael Dudley
 Comapany NameTransCode Therapeutics, Inc.
 January 14, 2021 Page 3
 FirstName LastName
R. Michael Dudley
TransCode Therapeutics, Inc.
January 14, 2021
Page 3
Our Pipeline, page 93
7.Please revise your pipeline tables here and in the graphic immediately proceeding the
table of contents to include columns depicting each of Phase 1, Phase 2, and Phase 3 to
ensure that all stages in the clinical trial process prior to seeking FDA approval are shown.
In addition, we note your references to a certain undisclosed programs in
your pipeline table. The pipeline table should be limited to current material product
candidates. Please remove from your pipeline tables items that have not yet been
identified and are not currently material. To the extent they are material, you should revise
the prospectus to identify and describe them.
8.We note your disclosure that you are currently planning to initiate a Phase 0 trial in 2021
for TTX-MC138. However, your pipeline table suggests that you have already initiated
the clinical trial. Please shorten the arrow for TTX-MC138 as appropriate to illustrate the
product candidate's current status. In addition, please revise your disclosure in the "Key
Anticipated Milestone" column to clarify the milestones and anticipated timing to the
extent available. For example, we note that "Tox study; First in Human Study" is unclear.
9.We note references describing your product candidates as well as potential candidates that
you have the right to license as "a promising therapeutic," "miRNAs represent promising
candidates," "promising target" and other similar statements. Please revise to remove any
statements that suggest the safety and efficacy of your candidates, as these determinations
are the exclusive authority of the FDA or other regulators. In addition, we note your
disclosure in figure 5 that you believe that "TTX-MC138 is a first-in-class therapeutic to
address metastatic disease." Please remove the term "first-in-class" and any other
disclosure that states or implies that your product candidates will be the first approved
treatments for an indication.
Our approach — Mechanism of action of TTX-MC138, page 102
10.We note your statement that "[i]n a different study, a group from Tel Aviv University the
study concluded that it likely had a robust effect on c-JUN, as illustrated in Fig. 9." Please
revise your disclosure to include all material information related to the study, including
for example only, the study design, the number of participants, and primary and secondary
endpoints. In addition, please include additional narrative disclosure that clearly explains
the context for the illustration shown in Fig. 9.
11.We note your statement that "[n]o recurrence of metastatic disease was observed by the
end of the study." Please revise your disclosure to clarify how the subjects were observed
and the length of time the subjects were observed.
Detailed Objectives of the Phase 0 Trial:, page 106
12.We note your disclosure that you plan to validate your proprietary companion diagnostic
CDx-miR10b against the gold-standard PCR method during the Phase 0 trial. Please
expand your disclosure to discuss the specific process you plan to use to compare your

 FirstName LastNameR. Michael Dudley
 Comapany NameTransCode Therapeutics, Inc.
 January 14, 2021 Page 4
 FirstName LastNameR. Michael Dudley
TransCode Therapeutics, Inc.
January 14, 2021
Page 4
CDx diagnostic with the PCR method.
TTX-siPDL1, page 107
13.We note your statements at the bottom of page 107 where you compare checkpoint
inhibitors to your product candidate. Please revise your disclosure to include a discussion
of the objective data observed to support your statement that your product candidate
"prevent[s] the synthesis of PD-L1 all together rather than blocking its function."
Alternatively, please remove the statement. In addition, given the stage of your product
candidate please remove your analogy that equates checkpoint inhibitors to "mopping the
floor" during a flood whereas your product candidate to "turning off the faucet." We will
not object to objective descriptions of the mechanism of action for your product
candidates, including objective descriptions of how you believe the potential mechanism
of action for your product candidate is different from checkpoint inhibitors.
Results, page 108
14.Please disclose the overall size of the study as well as the number of mice that
received TTX-siPDL1 versus the control group.
Competition, page 112
15.Please expand your disclosure here to describe the competition you face in the diagnostic
space.
Regulation of companion diagnostics, page 123
16.We note your statement on page 133 that the "success of certain of our product candidates
may depend, in part, on the development and commercialization of a companion
diagnostic." In your business section, please revise your disclosure to explain how the
potential approval of your CDx-miR10b diagnostic tool impacts the timing of potential
approval and/or commercialization of TTX-MC138. Please also disclose the impact to
potential approval and or/marketing of TTX-MC138 if the diagnostic tool is not approved.
Employees, page 133
17.Please revise to provide a description of your human capital resources as required by Item
101(c)(2)(ii) of Regulation S-K. Refer to SEC Release No. 33-10825.
General
18.Please revise your graphics throughout as applicable so that the text is legible. For
example only, Figure 3 on page 98, Figure 8 on page 102 and Figure 11 on page
103, contain text that is unclear and difficult to read.
19.We note that you have not yet disclosed the exchange on which you will list your common
stock. In your next amendment please identify the exchange you plan to list your common

 FirstName LastNameR. Michael Dudley
 Comapany NameTransCode Therapeutics, Inc.
 January 14, 2021 Page 5
 FirstName LastName
R. Michael Dudley
TransCode Therapeutics, Inc.
January 14, 2021
Page 5
stock.
            You may contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jason L. Drory at 202-551-8342 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Rosenberg