SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 TScan Therapeutics, Inc.
 830 Winter Street
 Waltham, Massachusetts 02451
 March 12, 2025 Via EDGAR Transmission
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549

 Re:
 TScan Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-3 (File No. 333-285570) Ladies
and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), TScan Therapeutics, Inc.
(the “ Company ”) hereby requests that the effective date of the above-referenced registration statement be accelerated to March 14, 2025, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside
counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
 If you have any questions regarding this request, please contact Finnbarr Murphy of Goodwin Procter LLP at (212) 459-7257.

 Sincerely,

 TScan Therapeutics, Inc.

 /s/ Jason Amello

 Name: Jason Amello

 Title: Chief Financial Officer

 Cc:
 Finnbarr Murphy, Esq., Goodwin Procter LLP

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

Gavin MacBeath
Chief Executive Officer
TScan Therapeutics, Inc.
830 Winter Street
Waltham, MA 02451

 Re: TScan Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed March 5, 2025
 File No. 333-285570
Dear Gavin MacBeath:

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

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

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

 Sincerely,

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

CORRESP
1
filename1.htm

CORRESP

 TScan Therapeutics, Inc.

830 Winter Street

Waltham, Massachusetts 02451

April 10, 2024

 Via EDGAR Transmission

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 TScan Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-3 (File No. 333-277699)

 Ladies
and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), TScan Therapeutics, Inc.
(the “Company”) hereby requests that the effective date of the above-referenced registration statement be accelerated to April 12, 2024, at 9:00 a.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside
counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

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

Sincerely,

TScan Therapeutics, Inc.

 /s/ Jason Amello

Name:

Jason Amello

Title:

Chief Financial Officer

Cc:
 William D. Collins, Esq., Goodwin Procter LLP

Finnbarr Murphy, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
March 7, 2024
Zoran Zdraveski
Chief Legal and Strategy Officer
TScan Therapeutics, Inc.
830 Winter Street
Waltham, Massachusetts 02451
Re:TScan Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 6, 2024
File No. 333-277699
Dear Zoran Zdraveski:
            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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mitchell S. Bloom

CORRESP
1
filename1.htm

CORRESP

 TScan Therapeutics, Inc.

830 Winter Street

Waltham, Massachusetts 02451

 May 15,
2023

 Via EDGAR Transmission

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

Re:
 TScan Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-3 (File No. 333-268261)

 Ladies
and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), TScan Therapeutics, Inc.
(the “Company”) hereby (a) withdraws its previous acceleration request, dated May 10, 2023, for the above referenced registration statement, as amended (the “Registration Statement”), and (b) requests
that the effective date of the Registration Statement be accelerated to May 16, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such
Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

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

Sincerely,

TScan Therapeutics, Inc.

 /s/ Brian Silver

Name: Brian Silver

Title: Chief Financial Officer

Cc:
 William D. Collins, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 TScan Therapeutics, Inc.

830 Winter Street

Waltham, Massachusetts 02451

 May 15,
2023

 Via EDGAR Transmission

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

Re:
 TScan Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-3 (File No. 333-268260)

 Ladies
and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), TScan Therapeutics, Inc.
(the “Company”) hereby (a) withdraws its previous acceleration request, dated May 10, 2023, for the above referenced registration statement, as amended (the “Registration Statement”), and (b) requests
that the effective date of the Registration Statement be accelerated to May 16, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such
Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

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

Sincerely,

TScan Therapeutics, Inc.

 /s/ Brian Silver

Name: Brian Silver

Title: Chief Financial Officer

Cc:
 William D. Collins, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 TScan Therapeutics, Inc.

830 Winter Street

Waltham, Massachusetts 02451

 May 10,
2023

 Via EDGAR Transmission

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

Re:
 TScan Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-3 (File No. 333-268261)

 Ladies
and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), TScan Therapeutics, Inc.
(the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to May 12, 2023, at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

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

Sincerely,

TScan Therapeutics, Inc.

 /s/ Brian Silver

Name: Brian Silver

Title: Chief Financial Officer

Cc:
 William D. Collins, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 TScan Therapeutics, Inc.

830 Winter Street

Waltham, Massachusetts 02451

 May 10,
2023

 Via EDGAR Transmission

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

Re:
 TScan Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-3 (File No. 333-268260)

 Ladies
and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), TScan Therapeutics, Inc.
(the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to May 12, 2023, at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

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

Sincerely,

TScan Therapeutics, Inc.

 /s/ Brian Silver

Name: Brian Silver

Title: Chief Financial Officer

Cc:
 William D. Collins, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
November 15, 2022
David Southwell
President and Chief Executive Officer
TScan Therapeutics, Inc.
830 Winter Street
Waltham, Massachusetts 02451
Re:TScan Therapeutics, Inc.
Registration Statement on Form S-3
Filed November 9, 2022
File No. 333-268260
Dear David Southwell:
            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:       William D. Collins, Esq.

CORRESP
1
filename1.htm

CORRESP

 SILICON VALLEY

ANN ARBOR

 BEIJING

BOSTON

 LOS ANGELES

NEW YORK

 SAN DIEGO

SAN FRANCISCO

SINGAPORE

 July 14, 2021

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attention:    Jane
Park

                     Tara Harkins

 Tim Buchmiller

Re:
 TScan Therapeutics, Inc.

 Amendment No. 4 to Registration Statement on Form S-1

 Filed July 12, 2021

 File No. 333-255491

Dear Ms. Park, Ms. Harkins and Mr. Buchmiller:

On behalf of TScan Therapeutics, Inc. (the “Company”), we submit this letter in response to the comments set forth in the letter to
the Company dated July 13, 2021 from the staff of the Securities and Exchange Commission (the “Staff”), relating to Amendment No. 4 to the Company’s Registration Statement on Form S-1
filed on July 12, 2021 (the “Company’s Registration Statement”).

 For your convenience, in this letter, we have
repeated and numbered the comments from the July 13, 2021 letter in bold and italicized print, and the Company’s responses are provided below each comment.

Amendment No. 4 to Registration Statement on Form S-1 filed
July 12, 2021

 Dilution, page 98

1.
 Please explain to us how you calculated your historical net tangible book value (deficit) of
$49.9 million. Please also explain how the 5,162,953 of non-voting common shares to be issued upon the conversion of your preferred stock was considered in your calculation of pro forma net tangible book
value on a per share basis.

 July 14, 2021

 Page
 2

 RESPONSE TO COMMENT 1:

In response to the Staff’s comment, the Company advises the Staff that its historical net tangible book value (deficit) of
$49.9 million represents its total tangible assets (including the Company’s right of use asset related to its lease and deferred offering costs) less its liabilities and preferred stock, which is not included in stockholders’
(deficit). The Company acknowledges that deferred offering costs, totaling $1.1 million, have not been removed from the computation of its historical net tangible book value (deficit); however, we do not believe that the amount is material. The
Company further notes that the total offering costs, including the $1.1 million deferred at March 31, 2021, have been included as a reduction in additional paid in capital in the calculation of pro forma as adjusted net tangible book value
per share immediately after the offering. As such, the amount reported as dilution per share to new investors purchasing shares in this public offering would not be impacted. As discussed with the Staff, the Company plans to exclude the deferred
offering costs from its historical net tangible book value (deficit) in its final prospectus that will be filed pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Final
Prospectus”).

 With respect to the Company’s non-voting common shares to be issued upon
conversion of its preferred stock, the Company notes that 5,162,953 shares of non-voting common stock were included in the denominator in the calculation of pro forma net tangible book value on a per share
basis. The Company believes that this is appropriate as the non-voting common stock will have the same economic characteristics and rights as all other common shares other than voting rights. As requested by
the Staff, the Company intends to add a footnote to the dilution table in the Final Prospectus to clarify that both voting and non-voting common stock are included in the calculation of pro forma net tangible
book value on a per share basis.

 Finally, the Company notes that the calculation of pro forma as adjusted net tangible book value per
share immediately after this offering inadvertently included 350,638 shares of common stock subject to a right of repurchase. When those shares are excluded from the calculation, the dilution per share to new investors in this offering would be
adjusted from $8.49 per share to $8.61 per share. The Company does not believe that the difference is material to a potential investor. The Company advises the Staff that it will exclude such shares from the calculation of pro forma as adjusted net
tangible book value per share and provide disclosure noting the exclusion in the Final Prospectus.

 ImmunoBank—Flexible Content
for Diverse Platform, page 151

2.
 We note your disclosure on page 151 regarding your competitors who are also focused on T-cell engineering. Please expand your disclosure in your prospectus, where and as appropriate (including in the Competition section on page 158), to include disclosure of the competitors specified in this section.

 RESPONSE TO COMMENT 2:

In response to the Staff’s comment, the Company advises the Staff that it will revise the disclosure on pages 36 and 158 of the Final
Prospectus to include disclosure of the competitors referenced on page 151.

 Please do not hesitate to contact me at (617) 648-9399 if you have any questions or would like additional information regarding this matter.

 Very truly
yours,

 GUNDERSON DETTMER STOUGH

 VILLENEUVE
FRANKLIN & HACHIGIAN, LLP

By:

 /s/ Timothy H. Ehrlich

cc:

Jeffrey Vetter

David Southwell

CORRESP
1
filename1.htm

CORRESP

 July 13, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3720

Attention:

Jane Park

Tim Buchmiller

Re:
 TScan Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-255491

Request for Acceleration of Effective Date

Requested Date:
 Thursday, July 15, 2021

Requested Time:
 4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, TScan Therapeutics, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-255491) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its
counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, by calling Keith Scherer at 617-648-9231.

[Signature page follows]

 Securities and Exchange Commission

July 13, 2021

  Page
 2

 Sincerely,

 TScan Therapeutics, Inc.

 By:

 /s/ David Southwell

Chief Executive Officer

Principal Executive Officer

cc:
 Timothy Ehrlich, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 Jeffrey R. Vetter, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 Keith Scherer, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

CORRESP
1
filename1.htm

CORRESP

 July 13, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Office of Life Sciences

 Division of Corporation
Finance

 Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jane Park and Tim
Buchmiller

Re:
 TScan Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1 (File
No. 333-255491)

 Ladies and Gentlemen:

In connection with the above-captioned Registration Statement and offering, we, the representatives of the underwriters (the
“Representatives”), wish to advise you that, pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the underwriters have distributed
approximately 875 copies of the Preliminary Prospectus dated July 12, 2021 through the date hereof, to underwriters, dealers, institutions and others.

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

 In accordance
with Rule 461 of the Act, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on July 15, 2021 or as soon thereafter as
practicable, unless TScan Therapeutics, Inc. or its outside counsel, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, request by telephone that such Registration Statement be declared effective at some other time.

[signature page follows]

Very truly yours,

MORGAN STANLEY & CO. LLC

JEFFERIES LLC

COWEN AND COMPANY, LLC

BARCLAYS CAPITAL Inc.

 For themselves and as representatives

of the syndicate of underwriters for the offering

By MORGAN STANLEY & Co. LLC

By:

 s/ Chirag D. Surti

Authorized Representative

By JEFFERIES LLC

By:

 s/ Dustin Tyner

Authorized Representative

By COWEN AND COMPANY, LLC

By:

 s/ Jason Fenton

Authorized Representative

By BARCLAYS CAPITAL INC.

By:

 s/ Victoria Hale

Authorized Representative

 [Signature
Page to Acceleration Request of the Underwriters]

United States securities and exchange commission logo
July 13, 2021
David Southwell
Chief Executive Officer
TScan Therapeutics, Inc.
830 Winter Street
Waltham, MA 02451
Re:TScan Therapeutics, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed July 12, 2021
File No. 333-255491
Dear Mr. Southwell:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 3, 2021 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed July 12, 2021
Dilution , page 98
1.Please explain to us how you calculated your historical net tangible book value (deficit) of
$49.9 million. Please also explain how the 5,162,953 of non-voting common shares to be
issued upon the conversion of your preferred stock was considered in your calculation of
pro forma net tangible book value on a per share basis.
ImmunoBank - Flexible Content for Diverse Platform, page 151
2.We note your disclosure on page 151 regarding your competitors who are also focused on
T-cell engineering. Please expand your disclosure in your prospectus, where and as
appropriate (including in the Competition section on page 158), to include disclosure of

 FirstName LastNameDavid  Southwell
 Comapany NameTScan Therapeutics, Inc.
 July 13, 2021 Page 2
 FirstName LastName
David  Southwell
TScan Therapeutics, Inc.
July 13, 2021
Page 2
the competitors specified in this section.
            You may contact Tara Harkins at 202-551-3639 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jane Park at 202-551-7439 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Timothy H. Ehrlich, Esq.

CORRESP
1
filename1.htm

CORRESP

 SILICON VALLEY

ANN ARBOR

 BEIJING

BOSTON

 LOS ANGELES

NEW YORK

 SAN DIEGO

SAN FRANCISCO

SINGAPORE

 May 5, 2021

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Jane Park

 Tim Buchmiller

Re:
 TScan Therapeutics, Inc.

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

 Filed April 30, 2021

 File No. 333-255491

Dear Ms. Park and Mr. Buchmiller:

 On
behalf of TScan Therapeutics, Inc. (the “Company”), we submit this letter in response to the comments set forth in the letter to the Company dated May 3, 2021 from the staff of the Securities and Exchange Commission (the
“Staff”), relating to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed on April 30, 2021 (the “Company’s Registration Statement”).

The Company has electronically transmitted via EDGAR Amendment No. 2 to the Company’s Registration Statement (the
“Amendment”).

 For your convenience, in this letter, we have repeated and numbered the comments from the May 3, 2021 letter
in bold and italicized print, and the Company’s responses are provided below each comment.

 May 5, 2021

 Page
 2

 Amendment No. 1 to Registration Statement on Form
S-1 filed April 30, 2021

 Our Pipeline, page 2

1.
 We note your response to our prior comment 1. Please revise your disclosure to define the abbreviations
AML, ALL, MDS and NSCLC when first used in your prospectus summary.

 RESPONSE TO COMMENT 1:

In response to the Staff’s comment, the Company advises the Staff that it will revise its disclosure to define the abbreviations AML, ALL,
MDS and NSCLC when first used in the prospectus summary in Amendment No. 3 to the Company’s Registration Statement.

 Our amended and restated
certificate of incorporation provides that the Court of Chancery..., page 89

2.
 We note your response to our prior comment 2. While your disclosure on pages 89 and 206 states that your
amended charter will provide that the exclusive forum provision will not apply to claims brought to enforce a duty or lability created by the Exchange Act, we note that this is not clearly stated in the exclusive forum provision of your amended
charter to be effective upon the completion of this offering. Please revise Section 12 of your Form of Amended and Restated Certificate of Incorporation to be consistent with your disclosure in this section or provide reasonable assurance that
you will make future investors aware of the provision’s limited applicability (for example, by including such disclosure in your future Exchange Act reports).

RESPONSE TO COMMENT 2:

In response to the Staff’s comment, the Company has added the following language to Article Twelfth of its Amended and Restated
Certificate of Incorporate filed as Exhibit 3.2 to the Amendment:

 “Notwithstanding the foregoing, the provisions of this Article
TWELFTH will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.”

Please do not hesitate to contact me at (617) 648-9399 if you have any questions or would like
additional information regarding this matter.

 Very truly yours,

GUNDERSON DETTMER STOUGH

 VILLENEUVE FRANKLIN &
HACHIGIAN, LLP

By:

 /s/ Timothy H. Ehrlich

cc:
 Jeffrey Vetter

 David Southwell

United States securities and exchange commission logo
May 3, 2021
David Southwell
Chief Executive Officer
TScan Therapeutics, Inc.
830 Winter Street
Waltham, MA 02451
Re:TScan Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 30, 2021
File No. 333-255491
Dear Mr. Southwell:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 28, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed April 30, 2021
Our Pipeline, page 2
1.We note your response to our prior comment 1.  Please revise your disclosure to define the
abbreviations AML, ALL, MDS and NSCLC when first used in your prospectus
summary.
Our amended and restated certificate of incorporation provides that the Court of Chancery...,
page 89
2.We note your response to our prior comment 2.  While your disclosure on pages 89 and
206 states that your amended charter will provide that the exclusive forum provision will
not apply to claims brought to enforce a duty or lability created by the Exchange Act, we

 FirstName LastNameDavid  Southwell
 Comapany NameTScan Therapeutics, Inc.
 May 3, 2021 Page 2
 FirstName LastName
David  Southwell
TScan Therapeutics, Inc.
May 3, 2021
Page 2
note that this is not clearly stated in the exclusive forum provision of your amended
charter to be effective upon the completion of this offering.  Please revise Section 12 of
your Form of Amended and Restated Certificate of Incorporation to be consistent with
your disclosure in this section or provide reasonable assurance that you will make future
investors aware of the provision’s limited applicability (for example, by including such
disclosure in your future Exchange Act reports).
            You may contact Tara Harkins at 202-551-3639 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jane Park at 202-551-7439 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Timothy H. Ehrlich, Esq.

CORRESP
1
filename1.htm

CORRESP

 SILICON VALLEY

ANN ARBOR

 BEIJING

BOSTON

 LOS ANGELES

NEW YORK

 SAN DIEGO

SAN FRANCISCO

SINGAPORE

 April 30, 2021

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3720

Attention:
 Jane Park

 Tim Buchmiller

Re:
 TScan Therapeutics, Inc.

 Registration Statement on Form S-1

 Filed April 23, 2021

 File No. 333-255491

Dear Ms. Park and Mr. Buchmiller:

 On behalf of TScan
Therapeutics, Inc. (the “Company”), we submit this letter in response to the comments set forth in the letter to the Company dated April 28, 2021 from the staff of the Securities and Exchange Commission (the “Staff”),
relating to the Company’s Registration Statement on Form S-1 submitted April 23, 2021 (the “Company’s Registration Statement”).

The Company has electronically transmitted via EDGAR Amendment No. 1 to the Company’s Registration (the “Amended Registration Statement”).

 For your convenience, in this letter, we have repeated and numbered the comments from the April 28, 2021 letter in bold and italicized print, and
the Company’s responses are provided below each comment.

 Form S-1 filed April 23, 2021

Our Pipeline, page 2

1.
 We note your response to our prior comment 5 and disagree with your reason for continuing to include TSC-201 and TSC-202 in your pipeline table. The table should depict your material product candidates, the proposed target indication and their current stage of development. If
you cannot identify the specific compound or target

GUNDERSON  DETTMER  STOUGH  VILLENEUVE  FRANKLIN  &  HACHIGIAN, LLP

ONE MARINA PARK DRIVE, SUITE 900, BOSTON, MA 02210 / PHONE: 617.648.9100 / FAX: 617.648.9199

 Securities and Exchange Commission

April 30, 2021

  Page
 2

due to concerns of competitive harm, please revise the table to list general indications or remove the product candidates for which potential indications have not yet been identified.
Please also advise whether the new TSC-203 program listed in the pipeline table is affiliated with your partnership with Novartis.

RESPONSE TO COMMENT 1:

In response to the Staff’s comment, the Company advises the Staff that TSC-200, TSC-201, TSC-202, and TSC-203 are all material product candidates, as they are all currently in the lead selection stage of pre-clinical development, with anticipated Investigational New Drug Applications for three of these four programs in the second half of 2022. As a further response to the Staff’s comment, the Company advises
the Staff that it has provided the target indications for these four product candidates in the pipeline table on pages 2 and 117 of the Amended Registration Statement, as well as the target indications for
TSC-100 and TSC-101. The Company has also added a footnote to such pipeline table on pages 2 and 117 of the Amended Registration Statement to indicate that TSC-200 will only be used in HPV-positive cancers, which include Head & Neck, Cervical, and Anal cancers. The other three product candidates, TSC-201, TSC-202, and TSC-203, are expected to be developed in all five of the indications listed in such pipeline table. The Company
also refers the Staff to pages 145-149 of the Amended Registration Statement, where the Company previously provided more detailed information describing the targets of these product candidates and the
plan to develop them in the five solid tumor indications listed in such pipeline table: head & neck cancer, anal cancer, cervical cancer, non-small cell lung cancer, and melanoma.

In addition, in response to the last sentence of the Staff’s comment, the Company advises the Staff that
TSC-203 is not affiliated with our partnership with Novartis. This is one of the Company’s internal solid tumor programs that is currently at the same stage as the
TSC-200, TSC-201, and TSC-202 programs. The Company advises the Staff that it has always had four parallel programs but intends
to file INDs on only three of these programs in 2022 based on which programs advance fastest through lead optimization and IND enabling activities. When the Company submitted its Draft Registration Statement on Form
S-1 on March 19, 2021, the Company only listed three of these programs in the pipeline chart because at that time the Company was not providing information that distinguished one product candidate from
another. In the Company’s Registration Statement and the Amended Registration Statement, however, the Company provides detailed information on each program, including descriptions of the biology of each target, along with the percent of tumors
in each of our indications of interest that express each target on pages 145 through 149 of the Amended Registration Statement. Because this information is different for each product candidate, this new information now distinguishes the
programs from each other and so requires the Company to list them separately. The Company has indicated in the pipeline table and in several places throughout the Amended Registration Statement that the Company still intends to file INDs on three of
these four programs.

 Our amended and restated certificate of incorporation provides that the Court of Chancery...,

page 89

2.
 We note that the forum selection provision in your form of Amended and Restated Certificate of
Incorporation (Exhibit 3.2) identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action,” and that federal district courts will serve as the exclusive forum
for actions arising under the Securities Act. We also note your disclosure on pages 89 and 207 of

 Securities and Exchange Commission

April 30, 2021

  Page
 3

your registration statement that the forum selection provision in your amended and restated certificate of incorporation will not apply to actions arising under the Securities Act or the
Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Please advise whether the exclusive forum provision in your governing documents applies to actions arising under the Exchange Act. In that regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. If this provision does not apply to actions
arising under the Exchange Act, please ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising
under the Exchange Act.

 RESPONSE TO COMMENT 2:

In response to the Staff’s comment, the Company has revised its disclosure on pages 89 and 206 of the Amended Registration Statement
to clarify that the forum selection provisions do not apply to claims brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, the Company
advises the Staff that it will include the disclosure regarding its amended and restated certificate of incorporation in its future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other applicable future filings with the Commission.

 Exclusive Patent License Agreement with BWH,
page 151

3.
 We note your response to our prior comment 12. Please expand your disclosure to include the current
expiration date for the last-to-expire licensed patent right and the royalty term.

RESPONSE TO COMMENT 3:

In response to the Staff’s comment, the Company has revised the disclosure on pages 151and 152 of the Amended Registration Statement
to include the current expiration date for the last-to-expire licensed patent right and the royalty term.

Option and Exclusive License Agreement with Qiagen, page 152

4.
 We note your disclosure that Qiagen exercised the Option to license your rights to patents and patent
applications related to certain SARS-CoV-2 peptides. Please provide the current expiration date for the
last-to-expire patent you licensed to Qiagen under the Qiagen Agreement.

RESPONSE TO COMMENT 4:

In response to the Staff’s comment, the Company has revised the disclosure on page 152 of the Amended Registration Statement to
include the current expiration date for the last-to-expire patent that the Company licensed to Qiagen under the Qiagen Agreement.

 Securities and Exchange Commission

April 30, 2021

  Page
 4

 Intellectual Property, page 155

5.
 We note that your response to our prior comment 18 included disclosure of five of the nine U.S. patent
applications jointly owned with Qiagen and six additional U.S. patent applications referenced. If material, please expand your disclosure further to include the products the remaining five patent applications relate to, their expected expiration
dates and the compositions of matter or explain to us why these patent applications are not material.

RESPONSE TO COMMENT 5:

In response to the Staff’s comment, the Company has revised the disclosure on page 156 of the Amended Registration Statement to
include the product candidates that the remaining five patent applications relate to, their expected expiration dates and the compositions of matter.

*********************************

 Securities and Exchange Commission

April 30, 2021

  Page
 5

 Please do not hesitate to contact me at (617) 648-9399 if you
have any questions or would like additional information regarding this matter or the Amended Registration Statement.

 Very truly yours,

GUNDERSON DETTMER STOUGH

 VILLENEUVE FRANKLIN &
HACHIGIAN, LLP

By:

 /s/ Timothy H. Ehrlich

cc:
 Jeffrey Vetter

cc:
 David Southwell

CORRESP
1
filename1.htm

CORRESP

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by TScan Therapeutics, Inc.

in connection with Registration Statement on Form S-1 (File
No. 333-255491)

 April 30, 2021

U.S. Securities and Exchange Commission

 Office of Life Sciences

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:
          Jane Park

 Tim Buchmiller

Tara Harkins

Angela Connell

Re:
 TScan Therapeutics, Inc.

Registration Statement on Form S-1

Filed April 23, 2021

File No. 333-255491

Ladies and Gentlemen:

 On behalf of TScan Therapeutics, Inc.
(the “Company”), we are submitting this supplemental letter in further response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated April 15, 2021 (the “Comment Letter”) with respect to the Company’s Confidential Draft Registration Statement on Form S-1
originally submitted to the Commission on March 19, 2021 (the “Draft Registration Statement”), and subsequently filed with the Commission on April 23, 2021 (the “Registration Statement”).

 Due to the commercially sensitive nature of information contained in this letter, 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, enclosed is a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy of
this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

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

 Critical Accounting Policies and Significant Judgments and Estimates

Stock-Based Compensation, page 110

1.
 Once you have an estimated offering price or range, please explain to us how you determined the fair
value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances, including stock compensation and beneficial conversion features. Please discuss with the staff how to submit your response.

 U.S. Securities and Exchange Commission

April 30, 2021

 Page Two

 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 Price Range

The Company advises the Staff that the Company currently expects a price range of $[***] to $[***] per share of common stock (the
“Preliminary Price Range”) for its IPO, which Preliminary Price Range reflects a 1.000-for-[***] reverse stock split of the Company’s capital stock
(“Reverse Stock Split”) prior to the effectiveness of the Registration Statement. This Preliminary Price Range implies a fully diluted pre-money valuation range for the Company of
$[***] million to $[***] million, which translates to a pre-split, per share value of $[***] to $[***]. The share and per-share numbers in this letter have not been
updated to reflect the proposed Reverse Stock Split. The Company will update the Registration Statement for the Reverse Stock Split in a future amendment to the Registration Statement.

The Preliminary Price Range is based in part upon the Company’s prospects, prospects for the biotechnology industry, the general condition of the
securities markets and the recent market prices of, and the demand for, publicly traded shares of generally comparable companies in the biotechnology industry, as well as input received from Morgan Stanley & Co. LLC, Jefferies LLC, Cowen
and Company, LLC, and Barclays Capital Inc., as representatives of the offering (the “Representatives”) for the IPO. The Company notes that, as is typical in IPOs, the Preliminary Price Range for the Company’s IPO was
not derived using a formal determination of fair value but was determined by discussions between the Company and the Representatives based on the assessment of the foregoing factors.

The Company will also include a narrower bona fide price range of the common stock in an amendment to the Registration Statement that will precede the
commencement of the Company’s road show, which the Company expects to be a two-dollar range within the Preliminary Price Range. The parameters of the bona fide price range will be subject to then-current
market conditions, continuing discussions with the Representatives and material business developments impacting the Company, and due to the volatility in the securities markets, in particular the volatility experienced in the market by recent IPO
issuers, there is a possibility that the bona fide price range for the IPO may fall outside of the Preliminary Price Range. In any event, the Company confirms to the Staff that the bona fide price range will comply with Item 501(b)(3) of Regulation S-K and CD&I 134.04.

 Summary of Recent Equity Awards

The Company is providing the following supplemental information to the Staff to facilitate its review process. The following table summarizes all equity awards
granted by the Company to its employees, consultants and members of the Company’s Board of Directors (the “Board”) since March 19, 2020 (12 months prior to the submission of the Draft Registration Statement), as
well as the associated fair value per share of the common stock underlying the options on the grant date:

 U.S. Securities and Exchange Commission

April 30, 2021

 Page Three

 Grant Date

Valuation Report
Date

Options Issued

Strike Price/
Common
Stock Value
Under Report

 June 23, 2020

March 27, 2020

235,000

$
0.64

 September 15, 2020

March 27, 2020

655,500

$
0.64

 December 2, 2020

March 27, 2020

480,000

$
0.64

 January 27, 2021

January 15, 2021

8,410,509

$
0.71

 March 16, 2021

February 17, 2021

635,000

$
1.41

 March 24, 2021

March 19, 2021

1,391,448

$
1.70

 Historical Determinations of the Fair Value of Common Stock

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 Board,
as of the date of each option grant, with input from management, considering the Company’s most recent arm’s-length sales of its preferred stock and the most recent third-party valuation of its
common stock, as well as the Board’s assessment of additional objective and subjective factors that the Board 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 Board considered various objective and subjective factors to determine the fair value of the common stock as of each grant date, including:

•

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

•

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

•

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

•

 external market conditions affecting the healthcare industry in general, and the biotechnology industry in
particular, and trends within such industries;

•

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

•

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

•

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

•

 the Company’s IPO timeline and related activities; and

•

 the analysis of IPOs and the market performance of similar companies in the healthcare, biotechnology and
pharmaceutical industries.

 The third-party valuations of the Company’s common stock that the Board considered in making its
determinations were prepared in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice
Guide”), which prescribes several valuation approaches for determining the value of an enterprise, such as the cost, market and income approaches, and various methodologies for allocating the value of an enterprise to its capital
structure and specifically the common stock.

 U.S. Securities and Exchange Commission

April 30, 2021

 Page Four

 In accordance with the Practice Guide, the Company considered the following methods for allocating the
enterprise value across its classes and series of capital stock to determine the fair value of its common stock at each valuation date.

•

 Current-Value Method (“CVM”). The CVM of allocation is based on first
determining the enterprise value using one or more of the three valuation approaches (market, income, or asset), and then allocating that enterprise value to the various series of preferred stock and other equity securities based on their
liquidation preferences or conversion values, whichever is greater. The CVM involves a two-step process, which distinguishes it from the other methods, which combine valuation and allocation into a single
step. This method is typically limited to two types of circumstances. The first occurs when a liquidity event in the form of an acquisition or dissolution of the enterprise is imminent and expectations about the future of the enterprise as a going
concern are virtually irrelevant. The second occurs when an enterprise is at such an early stage of its development that (a) no material progress has been made on the enterprise’s business plan, (b) no significant common equity value
has been created in the business above the liquidation preference on the preferred shares and (c) there is no reasonable basis for estimating the amount and timing of any such common equity value above the liquidation preference that might be
created in the future.

•

 Probability-Weighted Expected Return Method (“PWERM”). Under a PWERM, the
value of the common stock is estimated based upon an analysis of future values for the enterprise assuming various future outcomes. Share value is based upon the probability-weighted present value of expected future investment returns, considering
each of the possible future outcomes available to the enterprise, as well as the rights of each share class. Although the future outcomes considered in any given valuation model will vary based upon the enterprise’s facts and circumstances,
common future outcomes modeled might include an IPO, M&A, dissolution, or continued operation as a viable private enterprise.

•

 Option-Pricing Method (“OPM”). The OPM treats common stock and preferred
stock as call options on the enterprise’s value, with exercise prices based on the liquidation preference of the preferred stock. Under this method, the common stock has value only if the funds available for distribution to shareholders exceed
the value of the liquidation preference of the preferred stock at the time of a liquidity event (for example, merger or sale), assuming the enterprise has funds available to make a liquidation preference meaningful and collectible by the
shareholders. The common stock is modeled as a call option that gives its owner the right but not the obligation to buy the underlying enterprise value at a pre-determined or exercise price. In the model, the
exercise price is based on a comparison with the enterprise value rather than, as in the case of a “regular” call option, a comparison with a per share stock price. Thus, common stock is considered to be a call option with a claim on the
enterprise at an exercise price equal to the remaining value immediately after the preferred stock is liquidated. The OPM has commonly used the Black-Scholes model to price the call option.

•

 Hybrid Method (“HM”). The HM is a combination of the PWERM and OPM. Under
the HM, multiple liquidity scenarios are weighted based on the probability of the scenarios occurrence, similar to the PWERM, while also utilizing the OPM to estimate the allocation of enterprise value in one or more of the scenarios. The HM is used
when the company is aware of one or more future exit opportunities that result in vastly different payout structures, such as M&A as compared to IPO. The HM is advantageous in these situations because it utilizes the framework of option pricing
theory to model a continuous distribution of future outcomes and capture the option-like payoffs of the various share classes while also explicitly considering future scenarios and the discontinuities in outcomes that early-stage companies
experience.

 U.S. Securities and Exchange Commission

April 30, 2021

 Page Five

•

 Discount for lack of marketability (“DLOM”). The DLOM reflects the impact
on value of a security’s lack of liquidity or marketability. An interest that is not registered with the SEC (or foreign equivalent) is not salable on public security markets and is not readily convertible to cash. Securities that lack the
inherent liquidity of publicly traded securities are not as attractive for investment purposes. As a result, there is a reduction in value due to the illiquid nature of the investment. Costs, both in terms of time and money, would have to be
incurred for the investor to locate a willing buyer for an interest. Due to the volatility of the prices of equity securities, this lack of ready marketability has an impact on value.

As of each valuation date set forth in the table above under “Summary of Recent Equity Awards,” the Board evaluated any recent events and their
potential impact on the estimated fair value per share of the Company’s common stock. For grants of stock awards made on dates for which there was no contemporaneous third-party valuation, the Board determined the fair value of the
Company’s common stock on the date of grant taking into consideration the immediately preceding third-party valuation report as well as other pertinent information available to it at the time of the grant. The allocation methodology used in the
valuations was a combination of the OPM and HM.

 Valuation and Grants

The Company’s third-party valuations, which do not reflect the anticipated Reverse Stock Split, and were used by the Board to determine the fair value of
the Company’s common stock as of the grant date of each option award, considered a combination of the OPM and HM. For the HM, the enterprise values of the Company in the IPO scenarios and the M&A scenarios were determined based on current
market conditions, stage of development of the Company, and input from the Representatives. The IPO scenarios 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 the preferred stock as compared to the common stock prior to the IPO. The OPM was utilized in instances where there was no clear path to a future exit event. Each valuation considered a DLOM for all scenarios,
which were determined by a put option analysis that considered the timing of each future-event scenario. Key assumptions used by the Company, and the resulting indicate

United States securities and exchange commission logo
April 28, 2021
David Southwell
Chief Executive Officer
TScan Therapeutics, Inc.
830 Winter Street
Waltham, MA 02451
Re:TScan Therapeutics, Inc.
Registration Statement on Form S-1
Filed April 23, 2021
File No. 333-255491
Dear Mr. Southwell:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed April 23, 2021
Our Pipeline, page 2
1.We note your response to our prior comment 5 and disagree with your reason for
continuing to include TSC-201 and TSC-202 in your pipeline table.  The table should
depict your material product candidates, the proposed target indication and their current
stage of development.  If you cannot identify the specific compound or target due to
concerns of competitive harm, please revise the table to list general indications or remove
the product candidates for which potential indications have not yet been identified.  Please
also advise whether the new TSC-203 program listed in the pipeline table is affiliated with
your partnership with Novartis.

 FirstName LastNameDavid  Southwell
 Comapany NameTScan Therapeutics, Inc.
 April 28, 2021 Page 2
 FirstName LastName
David  Southwell
TScan Therapeutics, Inc.
April 28, 2021
Page 2
Our amended and restated certificate of incorporation provides that the Court of Chancery...,
page 89
2.We note that the forum selection provision in your form of Amended and Restated
Certificate of Incorporation (Exhibit 3.2) identifies the Court of Chancery of the State of
Delaware as the exclusive forum for certain litigation, including any “derivative action,”
and that federal district courts will serve as the exclusive forum for actions arising under
the Securities Act.  We also note your disclosure on pages 89 and 207 of your registration
statement that the forum selection provision in your amended and restated certificate of
incorporation will not apply to actions arising under the Securities Act or the Exchange
Act or any other claim for which the federal courts have exclusive jurisdiction.  Please
advise whether the exclusive forum provision in your governing documents applies to
actions arising under the Exchange Act.  In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Exchange Act, please ensure that
the exclusive forum provision in the governing documents states this clearly, or tell us
how you will inform investors in future filings that the provision does not apply to any
actions arising under the Exchange Act.
Exclusive Patent License Agreement with BWH, page 151
3.We note your response to our prior comment 12.  Please expand your disclosure to include
the current expiration date for the last-to-expire licensed patent right and the royalty term.
Option and Exclusive License Agreement with Qiagen, page 152
4.We note your disclosure that Qiagen exercised the Option to license your rights to patents
and patent applications related to certain SARS-CoV-2 peptides.  Please provide the
current expiration date for the last-to-expire patent you licensed to Qiagen under the
Qiagen Agreement.
Intellectual Property, page 155
5.We note that your response to our prior comment 18 included disclosure of five of the
nine U.S. patent applications jointly owned with Qiagen and six additional U.S. patent
applications referenced.  If material, please expand your disclosure further to include the
products the remaining five patent applications relate to, their expected expiration dates
and the compositions of matter or explain to us why these patent applications are not
material.
            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.

 FirstName LastNameDavid  Southwell
 Comapany NameTScan Therapeutics, Inc.
 April 28, 2021 Page 3
 FirstName LastName
David  Southwell
TScan Therapeutics, Inc.
April 28, 2021
Page 3
            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 Tara Harkins at 202-551-3639 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Timothy H. Ehrlich, Esq.

CORRESP
1
filename1.htm

CORRESP

 April 23, 2021

Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

100
 F Street, N.E.

Washington, D.C. 20549-3720

Attention:    Jane Park

          Tim Buchmiller

Re:
 TScan Therapeutics, Inc.

Draft Registration Statement on Form S-1

Submitted March 19, 2021

CIK No. 0001783328

 Dear
Ms. Park and Mr. Buchmiller:

 TScan Therapeutics, Inc. (the “Company”) has electronically transmitted via EDGAR its Registration
Statement on Form S-1 (the “Registration Statement”).

 On behalf of the Company, this letter responds to
the comments set forth in the letter to the Company dated April 15, 2021 from the staff of the Securities and Exchange Commission (the “Staff”). For your convenience, we have repeated and numbered the comments from the April 15,
2021 letter in bold and italicized print, and the Company’s responses are provided below each comment.

 Draft Registration Statement on Form S-1, Submitted March 19, 2021

 Overview, page 1

1.
 Please revise the “Overview” section on page 1 of the Summary to highlight that your operations
are preclinical in nature.

 Securities and Exchange Commission

April
 23, 2021

 Page
 2

 RESPONSE TO COMMENT 1:

In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 101 and 115 of the Registration Statement.

2.
 We note your disclosure in the Summary of your early-stage collaboration with Poseida Therapeutics, Inc.
on pages 2 and 7, as well as in the MD&A and Business sections. However, you also disclose on page F-22 that you have received a nominal fee from Poseida and do not expect future revenues to be significant
since you do not have any remaining performance obligations under this arrangement. Please tell us why this disclosure is relevant for discussion under the “Our Pipeline” heading and revise your prospectus summary to provide more balanced
disclosure by providing a brief description of the material terms of your collaboration agreement with Poseida or by providing revised disclosure as appropriate. Please also revise your related disclosure throughout the filing as
appropriate.

 RESPONSE TO COMMENT 2:

In response to the Staff’s comment, the Company has revised the disclosure on pages 2 and 7 and throughout the MD&A and Business
sections of the Registration Statement to remove all references to the Poseida agreement on those pages. This agreement provided a nominal up-front payment, is
non-exclusive and is terminable for any reason by Poseida upon 30-days prior notice. As noted on page F-22, the Company does not
currently expect significant revenue from this agreement. Accordingly, the Company does not believe the agreement with Poseida is currently a material agreement.

Our Approach, page 2

3.
 We refer to your disclosure on pages 4 and 114 that you believe your platform analyzing anti-cancer T
cells from a wide variety of patients will allow you to develop “highly effective TCR-T therapies.” Determinations of safety and efficacy are within the sole authority of the FDA. Given the
preclinical stage of your product candidates, it is premature for you to suggest that your platform and product candidates will be determined to be effective. Please revise your disclosure accordingly.

RESPONSE TO COMMENT 3:

In response to the Staff’s comment, the Company has revised the disclosure on pages 4 and 116 of the Registration Statement.

Our Pipeline, page 2

4.
 We note that you have combined the column for both Phase 2 and 3 trials in your pipeline table. Please
revise to include a separate column for Phase 3 trial. In addition, we note the inclusion of your TSC-102 program in the third row of your pipeline table. Given the status of development and limited disclosure
on page 135 regarding this program, it seems premature to highlight this program prominently in your Summary pipeline table. Please remove this program from the Summary table or advise.

 Securities and Exchange Commission

April
 23, 2021

 Page
 3

 RESPONSE TO COMMENT 4:

In response to the Staff’s comment, the Company has revised the pipeline table on pages 2 and 117 of the Registration Statement. The
Company has also added separate columns for Phase 2 and Phase 3 in the pipeline tables and removed TSC-102 from such tables.

5.
 We refer to the seventh row in your pipeline table under the heading “Partnered Program” with
Novartis. We note that while you have recognized revenue from your collaboration with Novartis and expect significantly more revenue this year, your Business section disclosure does not specify the sources of revenue recognized or whether any
targets have been identified in performance of the Novartis Agreement. You also do not identify a specific target or have milestones related to future work in the pipeline table. Please expand your disclosure and revise the pipeline table
accordingly or remove this program from the Summary table. We also refer to the fifth and sixth rows of your pipeline table under the headings “TSC-201” and
“TSC-202” and note that you do not appear to have identified specific targets. It does not appear appropriate to highlight these programs in your Summary table without disclosing specified targets.
Please revise accordingly or advise.

 RESPONSE TO COMMENT 5:

In response to the Staff’s comment, the Company has revised the pipeline table on pages 2 and 117 of the Registration Statement to
reflect that the Company’s four solid tumor programs are all in the same stage of development, namely “Lead Optimization”. The Company has disclosed the targets of each of TSC-200 and TSC-203. However, as a result of the highly
competitive landscape of the field of TCR-T therapy, the Company believes that publically disclosing the targets of TSC-201 and TSC-202 at this time could result in competitive harm to the Company. However, in an effort to address the Staff’s
comment, the Company has provided additional technical information about all of its solid tumor programs on pages 145 through 147 of the Registration Statement, including a description of the biology of the targets, their role in cancer, and
the prevalence of target expression in our key cancer indications of interest and added a cross reference to such pages on page 2. We have also included a chart showing the expression of each target in tumors from patients with melanoma, head &
neck cancer, non-small cell lung cancer, and cervical cancer.

 Our History and Team, page 7

6.
 Please disclose whether Drs. Stephen Elledge and Tomasz Kula remain involved with the company and, if so,
in what capacity. In this regard, we note that your website indicates that you have a scientific advisory board. If material, please include disclosure in an appropriate location that describes the role or function of your scientific advisory board,
and whether there are any rules of procedures governing this board. Please also disclose how members of any such board are compensated.

RESPONSE TO COMMENT 6:

In response to the Staff’s comment, the Company has added disclosure on pages 7 and 119 of the Registration Statement.

Use of Proceeds, page 92

7.
 To the extent known, please revise to identify the specific product candidates for which you intend to
use the proceeds of the offering. Please also disclose the approximate amount of proceeds you intend to allocate toward each of the programs identified in the Summary pipeline table and how far the proceeds from the offering will allow you to
proceed with the continued development of each of your programs. Refer to Instruction 3 to Item 504 of Regulation S-K.

 Securities and Exchange Commission

April
 23, 2021

 Page
 4

 RESPONSE TO COMMENT 7:

In response to the Staff’s comment, the Company has revised the disclosure on page 93 of the Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 104

8.
 Given the importance of your research and development expenses to your operations, please revise to
include disaggregated disclosures by product candidate or indication and/or by nature of expenses incurred for each period. If you do not track expenses separately by product candidate or indication, please disclose this fact.

 RESPONSE TO COMMENT 8:

In response to the Staff’s comment, the Company has revised its disclosure on page 104 of the Registration Statement. The Company notes
that its lead product candidates are in preclinical development, as such, it does not allocate those preclinical expenses by product candidate. When the lead product candidates enter clinical development, the Company will begin to segregate related
research and development expenses by product candidate.

 Critical Accounting Policies and Significant Judgments and Estimates

Stock-Based Compensation, page 110

9.
 Once you have an estimated offering price or range, please explain to us how you determined the fair
value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances, including stock compensation and beneficial conversion features. Please discuss with the staff how to submit your response.

RESPONSE TO COMMENT 9:

The Company advises the Staff that it will provide the Staff under separate cover with the requested analysis for how it determined the fair
value of the common stock underlying its equity issuances and the reasons for any differences between the recent valuations of its common stock and the estimated offering price once the Company has an estimated offering price or range.

 Securities and Exchange Commission

April
 23, 2021

 Page
 5

 Business, page 113

10.
 We note your discussion in the first bullet point on page 20 of the potential side effect profile of your
product candidates, such as the potential adverse side effects related to cytokine release syndrome (CRS), neurotoxicity or rheumatologic disorders. If material, please revise your disclosure in this section to address these potential side effects
and disclose whether you are observing any indications of these effects in your preclinical studies to date and how the development of your potential products addresses these potential effects.

RESPONSE TO COMMENT 10:

In response to the Staff’s comment, the Company has revised the disclosure on page 21 of the Registration Statement.

Novel Targets Identified from Patients with Head & Neck Cancer, page 139

11.
 We note your disclosure that you are collaborating with investigators at the Dana-Farber Cancer Institute
in Boston to identify anti-cancer TCRs, and specifically T cells in tumors of patients undergoing checkpoint inhibitor therapy. Please advise if there a collaboration agreement in place with the Dana-Farber Cancer Institute, and if so, please
provide a brief description of the material terms of the arrangement and file the agreement as an exhibit to the registration statement or explain to us why you believe you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K.

 RESPONSE TO COMMENT 11:

In response to the Staff’s comment, the Company has revised the disclosure on page 141 of the Registration Statement. The Company
respectfully advises the Staff that it has entered into collaborative research agreements with scientists at multiple research institutions and the collaboration with investigators at the Dana-Farber Cancer Institute is not a material agreement.

 License and Collaboration Agreements, page 146

12.
 We note your disclosure that you have exclusively licensed certain patent applications from The Brigham
and Women’s Hospital, Inc., which is described on page F-23 as licensing foundational technology, and is disclosed as subject to further negotiation and amendment. Please provide a brief
description of the material terms of this agreement, as such agreement may be amended, and file the agreement as an exhibit to the registration statement as required by Item 601(b)(10) of Regulation S-K or
tell us why it is not material.

 Securities and Exchange Commission

April
 23, 2021

 Page
 6

 RESPONSE TO COMMENT 12:

In response to the Staff’s comment, the Company has added disclosure on pages 151 and 152 of the Registration Statement and filed a
redacted copy of the amended and restated agreement with The Brigham and Women’s Hospital, Inc. as an exhibit to the Registration Statement.

Collaboration and License Agreement with Novartis, page 146

13.
 Please clarify if you or Novartis are responsible for the clinical development of any Optioned Program
under the collaboration agreement. If Novartis would be responsible for clinical development of an Optioned Program, please advise us if the inclusion of this partnered program in your pipeline table is the clearest way to present this program to
investors or revise your disclosure as appropriate.

 RESPONSE TO COMMENT 13:

In response to the Staff’s comment, the Company has revised the disclosure on page 150 of the Registration Statement.

14.
 We note your disclosure that you have partly funded your operations with revenue received under your
collaboration with Novartis on page 99. You also disclose on page 104 that the $1.1 million in revenue recognized for the year ended December 31, 2020 was primarily associated with
the Novartis Agreement and that you expect the revenue generated under this agreement to increase significantly in 2021. Please disclose in the Business section the aggregate amounts received to date under the Novartis Agreement. In your revised
disclosure, please also indicate the specific source for any revenue received under the Novartis Agreement. For example, we note that Novartis has agreed to pay an upfront fee, reimburse you for research costs, pay fees to exercise options for up to
three target antigens, royalties, along with milestone payments.

 RESPONSE TO COMMENT 14:

In response to the Staff’s comment, the Company has revised the disclosure on page 149 of the Registration Statement to make it clear that
the Company has received an aggregate of $20.0M of cash under the Novartis Agreement representing the upfront payment and has receivables for reimbursement of expenditures under the arrangement of $0.3M as of December 31, 2020.

15.
 We note your disclosure on page 147 of tiered royalties ranging from
mid-single to low-double digit percentages. Please revise your disclosure to give investors a reasonable idea of the amount of the royalty rates that does not exceed ten
percentage points.

 RESPONSE TO COMMENT 15:

In response to the Staff’s comment, the Company has revised the disclosure on page 150 of the Registration Statement to reflect a range
that does not exceed ten percentage points.

 Securities and Exchange Commission

April
 23, 2021

 Page
 7

 Option and Exclusive License Agreement with Qiagen, page 148

16.
 We note your disclosure on page 99 that you have partly funded your operations with revenue received
under your licensing agreement with QIAGEN Sciences, LLC. Please disclose in the Business section the aggregate amounts received to date under the Qiagen Agreement. You also disclose that Qiagen is required to pay a low six-figure milestone payment upon launch of the first diagnostic product. In your revised disclosure, please disclose the aggregate future potential milestone payments to be received under this agreement. Please
also revise your disclosure to include the term of the royalties under the Qiagen Agreement.

 RESPONSE TO
COMMENT 16:

 In response to the Staff’s comment, the Company has revised the disclosure on page 152 of the Registration Statement.

 Manufacturing, page 149

17.
 We note your disclosure on page 150 that the transposon will be delivered as a Nanoplasmid, which was
developed by Nature Technology. Plea

United States securities and exchange commission logo
April 15, 2021
David Southwell
Chief Executive Officer
TScan Therapeutics, Inc.
830 Winter Street
Waltham, MA 02451
Re:TScan Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted March 19, 2021
CIK No. 0001783328
Dear Mr. Southwell:
            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 March 19, 2021
Overview, page 1
1.Please revise the "Overview" section on page 1 of the Summary to highlight that your
operations are preclinical in nature.
2.We note your disclosure in the Summary of your early-stage collaboration with Poseida
Therapeutics, Inc. on pages 2 and 7, as well as in the MD&A and Business
sections. However, you also disclose on page F-22 that you have received a nominal fee
from Poseida and do not expect future revenues to be significant since you do not have
any remaining performance obligations under this arrangement. Please tell us why this
disclosure is relevant for discussion under the "Our Pipeline" heading and revise your
prospectus summary to provide more balanced disclosure by providing a brief description

 FirstName LastNameDavid  Southwell
 Comapany NameTScan Therapeutics, Inc.
 April 15, 2021 Page 2
 FirstName LastName
David  Southwell
TScan Therapeutics, Inc.
April 15, 2021
Page 2
of the material terms of your collaboration agreement with Poseida or by providing
revised disclosure as appropriate. Please also revise your related disclosure throughout the
filing as appropriate.
Our Approach, page 2
3.We refer to your disclosure on pages 4 and 114 that you believe your platform analyzing
anti-cancer T cells from a wide variety of patients will allow you to develop “highly
effective TCR-T therapies.” Determinations of safety and efficacy are within the sole
authority of the FDA. Given the preclinical stage of your product candidates, it is
premature for you to suggest that your platform and product candidates will be determined
to be effective. Please revise your disclosure accordingly.
Our Pipeline, page 2
4.We note that you have combined the column for both Phase 2 and 3 trials in your pipeline
table. Please revise to include a separate column for Phase 3 trial. In addition, we note the
inclusion of your TSC-102 program in the third row of your pipeline table. Given the
status of development and limited disclosure on page 135 regarding this program, it seems
premature to highlight this program prominently in your Summary pipeline table.
Please remove this program from the Summary table or advise.
5.We refer to the seventh row in your pipeline table under the heading "Partnered Program"
with Novartis. We note that while you have recognized revenue from your collaboration
with Novartis and expect significantly more revenue this year, your Business section
disclosure does not specify the sources of revenue recognized or whether any targets have
been identified in performance of the Novartis Agreement. You also do not identify a
specific target or have milestones related to future work in the pipeline table.
Please expand your disclosure and revise the pipeline table accordingly or remove this
program from the Summary table. We also refer to the fifth and sixth rows of your
pipeline table under the headings "TSC-201" and "TSC-202" and note that you do not
appear to have identified specific targets. It does not appear appropriate to highlight these
programs in your Summary table without disclosing specified targets. Please revise
accordingly or advise.
Our History and Team, page 7
6.Please disclose whether Drs. Stephen Elledge and Tomasz Kula remain involved with the
company and, if so, in what capacity. In this regard, we note that your website indicates
that you have a scientific advisory board. If material, please include disclosure in an
appropriate location that describes the role or function of your scientific advisory board,
and whether there are any rules of procedures governing this board. Please also disclose
how members of any such board are compensated.

 FirstName LastNameDavid  Southwell
 Comapany NameTScan Therapeutics, Inc.
 April 15, 2021 Page 3
 FirstName LastName
David  Southwell
TScan Therapeutics, Inc.
April 15, 2021
Page 3
Use of Proceeds, page 92
7.To the extent known, please revise to identify the specific product candidates for which
you intend to use the proceeds of the offering. Please also disclose the approximate
amount of proceeds you intend to allocate toward each of the programs identified in the
Summary pipeline table and how far the proceeds from the offering will allow you to
proceed with the continued development of each of your programs. Refer to Instruction 3
to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 104
8.Given the importance of your research and development expenses to your operations,
please revise to include disaggregated disclosures by product candidate or indication
and/or by nature of expenses incurred for each period. If you do not track expenses
separately by product candidate or indication, please disclose this fact.
Critical Accounting Policies and Significant Judgments and Estimates
Stock-Based Compensation, page 110
9.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances, including stock compensation and
beneficial conversion features. Please discuss with the staff how to submit your response.
Business, page 113
10.We note your discussion in the first bullet point on page 20 of the potential side effect
profile of your product candidates, such as the potential adverse side effects related to
cytokine release syndrome (CRS), neurotoxicity or rheumatologic disorders. If material,
please revise your disclosure in this section to address these potential side effects and
disclose whether you are observing any indications of these effects in your preclinical
studies to date and how the development of your potential products addresses these
potential effects.
Novel Targets Identified from Patients with Head & Neck Cancer, page 139
11.We note your disclosure that you are collaborating with investigators at the Dana-Farber
Cancer Institute in Boston to identify anti-cancer TCRs, and specifically T cells in tumors
of patients undergoing checkpoint inhibitor therapy. Please advise if there a collaboration
agreement in place with the Dana-Farber Cancer Institute, and if so, please provide a brief
description of the material terms of the arrangement and file the agreement as an exhibit to
the registration statement or explain to us why you believe you are not required to do

 FirstName LastNameDavid  Southwell
 Comapany NameTScan Therapeutics, Inc.
 April 15, 2021 Page 4
 FirstName LastNameDavid  Southwell
TScan Therapeutics, Inc.
April 15, 2021
Page 4
so. Refer to Item 601(b)(10) of Regulation S-K.
License and Collaboration Agreements, page 146
12.We note your disclosure that you have exclusively licensed certain patent applications
from The Brigham and Women's Hospital, Inc., which is described on page F-23 as
licensing foundational technology, and is disclosed as subject to further negotiation and
amendment. Please provide a brief description of the material terms of this agreement, as
such agreement may be amended, and file the agreement as an exhibit to the registration
statement as required by Item 601(b)(10) of Regulation S-K or tell us why it is not
material.
Collaboration and License Agreement with Novartis, page 146
13.Please clarify if you or Novartis are responsible for the clinical development of any
Optioned Program under the collaboration agreement. If Novartis would be responsible
for clinical development of an Optioned Program, please advise us if the inclusion of this
partnered program in your pipeline table is the clearest way to present this program to
investors or revise your disclosure as appropriate.
14.We note your disclosure that you have partly funded your operations with revenue
received under your collaboration with Novartis on page 99. You also disclose on page
104 that the $1.1 million in revenue recognized for the year ended December 31, 2020
was primarily associated with the Novartis Agreement and that you expect the revenue
generated under this agreement to increase significantly in 2021. Please disclose in the
Business section the aggregate amounts received to date under the Novartis Agreement. In
your revised disclosure, please also indicate the specific source for any revenue received
under the Novartis Agreement. For example, we note that Novartis has agreed to pay an
upfront fee, reimburse you for research costs, pay fees to exercise options for up to three
target antigens, royalties, along with milestone payments.
15.We note your disclosure on page 147 of tiered royalties ranging from mid-single to low-
double digit percentages. Please revise your disclosure to give investors a reasonable idea
of the amount of the royalty rates that does not exceed ten percentage points.
Option and Exclusive License Agreement with Qiagen, page 148
16.We note your disclosure on page 99 that you have partly funded your operations with
revenue received under your licensing agreement with QIAGEN Sciences,
LLC. Please disclose in the Business section the aggregate amounts received to date under
the Qiagen Agreement. You also disclose that Qiagen is required to pay a low six-figure
milestone payment upon launch of the first diagnostic product. In your revised disclosure,
please disclose the aggregate future potential milestone payments to be received under this
agreement. Please also revise your disclosure to include the term of the royalties under the
Qiagen Agreement.

 FirstName LastNameDavid  Southwell
 Comapany NameTScan Therapeutics, Inc.
 April 15, 2021 Page 5
 FirstName LastName
David  Southwell
TScan Therapeutics, Inc.
April 15, 2021
Page 5
Manufacturing, page 149
17.We note your disclosure on page 150 that the transposon will be delivered as a
Nanoplasmid, which was developed by Nature Technology. Please disclose if you have
entered into any agreement with Nature Technology with respect to the use of their
Nanoplasmid technology. We also note that the transposon and transposae will be
manufactured by Aldevron. Please expand your disclosure on the materiality of your
arrangement with Aldevron. If material, please file any agreements as exhibits to the
registration statement or provide analysis as to why it would not be required under Item
601(b)(10) of Regulation S-K.
Intellectual Property, page 151
18.We note your disclosure that you own thirteen U.S. provisional patent applications that are
expected to convert to utility patent applications. Please amend your disclosure to clarify
that these patent applications related to certain SARS-CoV-2 peptides are covered under
your Option and Exclusive License Agreement with Qiagen in your disclosure on page
148. Please also your expand your disclosure to include the date that each of these patent
applications were submitted and their expected expiration date. While you disclose that
six of the thirteen patent applications are for compositions of matter, please also specify
the types of patent protection for the remaining seven patent applications.
19.You disclose that you have exclusively licensed one pending U.S. patent application and
five pending foreign patent applications from The Brigham and Women's Hospital,
Inc. Please also clearly describe on an individual basis the expiration, the jurisdiction
(where applicable) and the type of patent protection granted for each pending patent
application that you exclusively license with The Brigham and Women's Hospital, Inc.
We note that you also referenced seven pending patent applications under this license
agreement on page 69, but have disclosed six pending patent applications elsewhere in the
filing. Please confirm and revise accordingly.
20.You also disclose that your non-exclusive patent license from Provincial Health Services
Authority of British Columbia to a patent family consists of one issued U.S. patent, one
pending U.S. patent application and one pending foreign patent application. For the issued
U.S. patent, please amend this disclosure to include the type of patent protection granted
and its expiration date. For each of the pending patent applications, please amend this
disclosure to include the date that these patent applications were submitted, the
jurisdiction of the foreign patent application and the expected expiration date.
Principal Stockholders, page 191
21.Please revise the footnotes to your table to identify the natural persons who are
the beneficial owners of the shares held by JMD III Holdings Limited.

 FirstName LastNameDavid  Southwell
 Comapany NameTScan Therapeutics, Inc.
 April 15, 2021 Page 6
 FirstName LastName
David  Southwell
TScan Therapeutics, Inc.
April 15, 2021
Page 6
General
22.Please provide us with supplemental 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,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
            You may contact Tara Harkins at 202-551-3639 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Tim Buchmiller at 202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Timothy H. Ehrlich, Esq.