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United States securities and exchange commission logo
May 5, 2021
Scott Requadt
Chief Executive Officer
Talaris Therapeutics, Inc.
570 S. Preston St.
Louisville, KY 40202
Re: Talaris
Therapeutics, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed May 3, 2021
File No. 333-255316
Dear Mr. Requadt:
We have reviewed your registration statement and have the
following comment. In our
comment 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 comment applies 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 this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed May 3, 2021
Our bylaws that will become effective upon the consummation of this
offering..., page 75
1. We note that your risk
factor and your disclosure on page 198 states that your bylaws to
be effective upon the
completion of this offering includes a forum selection provision that
identifies the Court of
Chancery of the State of Delaware as the exclusive forum for
certain litigation,
including any derivative action, and that it will not apply to causes of
actions arising under
the Securities Act or the Exchange Act, and that the federal courts
will serve as the
exclusive forum for causes of action arising under the Securities Act.
However, your Form of
Second Amended and Restated Bylaws filed as Exhibit
3.4 includes an
exclusive federal forum (the federal district courts of the United States) for
Securities Act claims
only. Please revise your disclosure and/or your Form of Second
Amended and Restated
Bylaws to reconcile this discrepancy or advise us how you will
Scott Requadt
Talaris Therapeutics, Inc.
May 5, 2021
Page 2
make future investors aware of the provision's scope of applicability
(for example, by
including such disclosure in your future Exchange Act reports).
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 Ibolya Ignat at 202-551-3636 or Kate Tillan at
202-551-3604 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Laura Crotty at 202-551-7614 with any
other questions.
Sincerely,
FirstName LastNameScott Requadt
Division of
Corporation Finance
Comapany NameTalaris Therapeutics, Inc.
Office of Life
Sciences
May 5, 2021 Page 2
cc: Gabriela Morales-Rivera, Esq.
FirstName LastName