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United States securities and exchange commission logo
October 12, 2023
Halley Gilbert
Chief Legal Officer
CARGO Therapeutics, Inc.
1900 Alameda De Las Pulgas, Suite 350
San Mateo, CA 94403
Re: CARGO Therapeutics,
Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted October
4, 2023
CIK No. 0001966494
Dear Halley Gilbert:
We have reviewed your amended draft registration statement and have
the following
comments.
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 a comment applies 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 this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1. We note your response
to comment 1 and re-issue in part. Please:
clarify the source
of the exclusive license when first introduced in the prospectus
summary;
disclose whether
the secondary endpoints of Stanford's Phase 1 clinical trial, which
are disclosed in the
bullet points starting at the bottom of page 1, were powered for
statistical
significance;
disclose whether
any of the observations of adverse events from the trials were
considered serious
adverse events; and
disclose, if true,
that adverse events greater than or equal to Grade 3 are considered
serious adverse
events or otherwise advise.
Halley Gilbert
CARGO Therapeutics, Inc.
October 12, 2023
Page 2
Our STASH platform technology, facilitating homogeneous multicomponent cell
therapies, page
146
2. We note your disclosure that you exercised your exclusive option to a
proprietary
technology called STASH that allows the manufacturing of homogenous CAR
T cells that
incorporate multiple vectors. Please clarify who you licensed this
technology from and
under which license agreement.
Intellectual Property, page 148
3. We note your response to comment 17 and re-issue. Please specify the
foreign jurisdictions in which you have pending applications, licensed
patents or licensed
pending patents.
Please contact Christine Torney at 202-551-3652 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameHalley Gilbert
Division of
Corporation Finance
Comapany NameCARGO Therapeutics, Inc.
Office of Life
Sciences
October 12, 2023 Page 2
cc: Benjamin A. Potter, Esq.
FirstName LastName