Divakar Gupta

T: (212) 479-6474

June 12, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Draft Registration Statement on Form S-1

Submitted on May 15, 2023

CIK No. 0001764974

Ladies and Gentlemen:

On behalf of Turnstone Biologics Corp. (the “Company”), the following information is submitted in response to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated June 9, 2023 (the “Comment Letter”) regarding the above-referenced draft Registration Statement on Form S-1, as confidentially submitted to the Commission on May 15, 2023. Concurrently with the submission of this response letter, the Company is filing its Registration Statement on Form S-1 (the “Registration Statement”) with the Commission. In addition to addressing the comments raised by the Staff in the Comment Letter, the Company has included other revisions and updates to its disclosure in the Registration Statement.

For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the respective comment in the Comment Letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below, page number references are to the Registration Statement.

Draft Registration Statement on Form S-1 submitted on May 15, 2023

Cover Page

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Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 79, 219, and 230 of the Registration Statement.

Prospectus Summary, page 1

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 7, 8, 18 and 19 of the Registration Statement.

Also, we note that you use terms such as “deep and durable response,” “progression-free survival,” “objective response rate” and “complete response rate” throughout the prospectus when describing third party clinical trial results. Explain the meaning of these terms in relation to observed clinical trial endpoints and clarify, if true, that they do not indicate that the patient was cured of the condition.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 2, 3, 4, 100, 101, 121, 123, 124, 131, 132, 133, 134, 145, and 146 of the Registration Statement and has removed references to “deep and durable response”.

Our Solution: Selected TILs, page 2

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Page Three

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 2, 100, 122, and 130 of the Registration Statement.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 2, 122, and 130 of the Registration Statement.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 2, 3, 121, 123, 129, 130, 133, and 136 of the Registration Statement, including to revise the figure to remove references to “efficacy”.

Supporting Clinical Evidence, page 3

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 3 and 124 of the Registration Statement.

Our Pipeline, page 4

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Page Four

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 5, 100, 101, 121, 125, 135, and 144 of the Registration Statement. In response to the Staff’s comment, the Company also has further revised risk factor disclosure on pages 46 and 47 of the Registration Statement concerning the clinical trial risks associated with investigator-sponsored clinical trials.

Our History and Team, page 5

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 6, 126, and 206 of the Registration Statement. The Company respectfully acknowledges the Staff’s request to disclose if the preferred stock offerings in which investors purchased shares were conducted at a significant discount to the IPO price, however, the Company cannot at this time ascertain whether such investors purchased shares at a significant discount to the IPO price to which the Registration Statement relates until a bona fide price range for the IPO is determined. The bona fide price range remains subject to determination based on factors outside of the Company’s control, including market conditions at the time of determination. The Company undertakes to revise its disclosure to address the Staff’s comment in a subsequent amendment to the Registration Statement that includes the bona fide price range.

Our Strategy, page 5

Additionally, please revise pages 6 and 117 to explain how the design of your analytical characterization program will “minimize regulatory hurdles” or remove this reference.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 6, 7, 59, 101, 125, 126, 127, 135, 136, 137, 144, and 145 of the Registration Statement. Because the Company is very early in its clinical development efforts, it is too preliminary at this time to discuss fast track designation or priority review that might be granted by the FDA and as a result, the Company has removed references to “high unmet medical need” and further has not added disclosure relating to fast track designation or priority review. Furthermore, the Company acknowledges the Staff’s comment to explain the Company’s development strategy for the Company’s TIL product candidates in the U.S. and abroad, if material, and respectfully advises the Staff that the Company did not include such disclosure because it is not material to the Company’s business at this time.

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Page Five

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 6, 126, 136, 139, and 143 of the Registration Statement, including to change references to “registrational trials” to “pivotal trials” and to define such term.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that while the FDA and European Medicines Agency (“EMA”) generally rely on well designed and executed Phase 3 randomized controlled clinical trials that demonstrate positive safety and efficacy of a product candidate to support BLA or MAA approval, both the FDA and EMA acknowledge that there are situations where such clinical trials are not feasible operationally and ethically. Under these circumstances, evidence from early non-randomized clinical trials may be used to support approval when an investigational product candidate is observed to demonstrate substantial benefit over currently available therapies. As indicated in the FDA guidance titled “Clinical Trial Endpoints for the Approval of Cancer Drugs and Biologics”, in “settings where there is no available therapy and where major tumor regressions can be presumed to be attributed to the tested [product candidate], the FDA has sometimes accepted ORR and response duration observed in single-arm clinical trials as substantial evidence supporting accelerated approval[s].” A similar concept also is included in the EMA Guideline on Clinical Trials in Small Populations.

There are numerous examples in oncology where approval of new therapies has been granted based on single-arm clinical trials. For example, four CAR-T cell therapies that have received approval have been approved based on single-arm clinical trials. The FDA and EMA approved Kymriah for relapsed or refractory acute lymphoblastic leukemia based on a single-arm Phase 2 clinical trial with 68 treated patients and for relapsed or refractory diffuse large B-cell lymphoma based on a single-arm Phase 2 clinical trial with 106 treated patients. The FDA and EMA also approved Yescarta for relapsed or refractory diffuse large B-cell lymphoma based on a single-arm Phase 2 clinical trial with 101 treated patients. Tecartus also was approved by the FDA and EMA on the basis of the single arm, open label ZUMA-2 trial, evaluating 74 enrolled subjects with relapsed or refractory mantle cell lymphoma for overall response rate. Bristol-Myers Squibb also announced on March 31, 2020 the submission of a BLA for its product candidate, bb2121, based on a single-arm Phase 2 clinical trial in patients with relapsed or refractory multiple myeloma. The FDA also approved Bristol Myers Squibb’s Breyanzi for adults with relapsed or refractory diffuse large B-cell lymphoma, based on results of a pivotal Phase 1 clinical trial. Nonetheless, the Company has revised the disclosure to reflect that if there are positive results from the Phase 1 and upon discussions with the applicable regulatory authorities, the Company intends to evaluate advancing TIDAL-01 into pivotal trials.

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Page Six

The Offering

Use of Proceeds, page 10

Response: The Company respectfully acknowledges the Staff’s comment and will respond to this comment in a subsequent amendment to the Registration Statement that includes the bona fide price range and proposed aggregate offering size for the offering.

Risk Factors

We may attempt to secure approval from the FDA or comparable foreign authorities…, page 38

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 41 of the Registration Statement.

Our principal stockholders and management own a significant percentage of our stock…, page 77

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will not be a “controlled company” under Nasdaq Listing Rule 5615(c) following the offering, as no individual, “group” (as defined under Nasdaq Listing Rule 5615(c)), or other company will hold more than 50% of the voting power for the election of the Company’s directors following the offering.

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Page Seven

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware..., page 80

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 86 and 218 of the Registration Statement.

Components of Our Results of Operations

Revenue

Collaboration Revenue, page 98

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 15, 18, 102, 105, and 109 of the Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Components of Our Results of Operations

Collaboration Revenue, page 98

Response: In response to the Staff’s comment, the Company has revised the disclosures on page 105 of the Registration Statement, including to explain that each of the AbbVie Agreement and Takeda Agreement were terminated by the counterparty pursuant to their terms.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that it did not file the Takeda Agreement because it does not consider this agreement to be a material agreement pursuant to Item 601(b)(10) of Regulation S-K. However, the Company respectfully advises the Staff that it has added disclosure on page 105 of the Registration Statement to clarify that, as of March 31, 2023, the Company has ceased all work under the Takeda Agreement and the Company has concluded that there are no remaining estimated services to be performed by the Company pursuant to the Takeda Agreement. Additionally, the Company added disclosure on page 105 to the Registration Statement clarifying that the Company will not receive any additional revenue under the Takeda Agreement in the future.

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Page Eight

The Company notes that it has carefully considered the requirements of Item 601(b)(10) of Regulation S-K as they relate to such agreements. Item 601 of Regulation S-K sets forth the parameters as to whether an agreement is a “material contract” required to be filed as an exhibit to the Registration Statement. Item 601(b)(10)(i)(A) of Regulation S-K provides, in pertinent part, that a registrant must file “[e]very contract that is not made in the ordinary course of business that is material to the registrant and is to be performed in whole or in part at or after the filing of the registration statement or report” and, for newly reporting registrants, “every contract not made in the ordinary course of business that is material to the registrant and that was entered into not more than two years before the date on which such registrant . . . [f]irst files a registration statement or report.”

The Company respectfully advises the Staff that the Takeda Agreement (i) was entered into more than two years before the date the Company filed its Registration Statement, (ii) is not material to the Company’s business, and (iii) is not to be performed in whole or in part at or after the filing of the Company’s Registration Statement. As disclosed in the Registration Statement, the Takeda Agreement was entered into in November 2019, and on June 13, 2022, Takeda provided six months’ written notice to terminate the development program in accordance with its termination for convenience rights, with such termination being effective as of December 13, 2022, and on January 6, 2023, Takeda provided six months’ written notice to terminate the remainder of the Takeda Agreement, with such termination being effective as of July 6, 2023. The Company has concluded that the Takeda Agreement is not material to its business because it did not drive primary value for the Company and was not related to TIDAL-01, the Company’s only product candidate in clinical development, and the expenses associated with the Takeda Agreement were not material for the Company. The Takeda Agreement is not to be performed in whole or in part at or after the filing of the Company’s Registration Statement because there are no remaining services to be performed by the Company under the Takeda Agreement and the Company will not receive any additional revenue thereunder.

Results of Operations

Research and Development Expenses, page 101

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 106 of the Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates

Determination of the Fair Value of Common Stock, page 109

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Page Nine

Response: The Company acknowledges the Staff’s comment and undertakes that, once an estimated offering price or range is available, the Company will provide the Staff with the requested information.

Business

Our Strategy, page 116

Response: In response to the Staff’s comment, the Company has revised the disclosures on pages 7, 127, and 130 of the Registration Statement.

Additionally, the Company respectfully advises the Staff that the Company is party to two separate collaboration agreements, one with the Centre Hospitalier de l’Universite de Montreal (“CHUM”) and a second Cooperative Research and Development Agreement (“CRADA”) with the National Cancer Institute (“NCI”). However, based on present facts and circumstances, the Company has concluded that neither of these agreements is material within the meaning of Item 610(b)(10) of Regulation S-K and are therefore not required to be filed as exhibits to the Registration Statement because they were entered into in the ordinary course of business of the Company and they do not fall into any of the specified categories set forth in (A) through (D) of Item 601(b)(10)(ii) of Regulation S-K.

Item 601(b)(10)(i) of Regulation S-K requires that every contract “not made in the ordinary course of business which is material to the registrant and is to be performed in whole or in part at or after the filing of the registration statement or report or was entered into not more than two years before such filing” is required to be filed as an exhibit. Item 601(b)(10)(ii) of Regulation S-K goes on to state that “[i]f the contract is such as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, it will be deemed to have been made in the ordinary course of business and need not be filed unless it falls within one or more” specified categories contained in (A) through (D) of Item 601(b)(10)(ii) of Regulation S-K, “in which case it shall be filed except where immaterial in amount or significance.” The Company advises the Staff that a strategic agreement intended to facilitate the advancement of research with governmental or educational institutions are of a type that normally accompany the Company’s business. Moreover, the Company respectfully

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Page Ten

advises the Staff that with respect to both the collaboration agreement with CHUM and the CRADA with NCI, no licensing arrangement is currently included within the agreements, no specific future licensing agreement is mandated within the agreements and the funding amount is currently immaterial from a financial perspective to the Company.

For the foregoing reasons, the Company believes both the collaboration agreement with CHUM and the CRADA with NCI were entered into by the Company in the ordinary course of business, and the Company does not believe it is substantially dependent on either of these agreements. Accordingly, the Company does not believe it is required to file such agreements as exhibits to the Registration Statement under Item 601(b)(10) of Regulation S-K. Further, the Company has determined that these agreements do not fall into any of the specified categories requiring filing as an exhibit set forth in (A) through (D) of Item 601(b)(10)(ii) of Regulation S-K.

The Company also respectfully submits that, other than the agreements already disclosed and filed as exhibits to the Company’s Registration Statement, the Company does not consider any individual agreement to be material to its business such that it would be required to describe the material terms of such agreement in the Registration Statement. The Company assures the Staff that it will continue to evaluate all agreements with its collaborators and, in the event the Company determines it has become substantially dependent on any such agreement, or determines that any such agreement is material to its business within the meaning of Item 601(b)(10) of Regulation S-K, the Company will file such agreement as an exhibit and/or describe the material terms of such agreement in subsequent filings with the Commission.

Overview of Current Cancer Immunotherapies and Limitations, page 118

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 129 of the Registration Statement.

Virus Combinations, page 124

Response: In response to the Staff’s comment, the Company has removed the disclosure on page 134 of the Registration Statement.

TIDAL-01, page 125

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Page Eleven

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 139, 140, 141, 142, and 143 of the Registration Statement.

Strategic Alliance and Collaboration with Moffitt Cancer Center, page 129

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 126, 136, and 139 of the Registration Statement, including to remove references to “rapid” or “accelerated” when describing its clinical development activities and to remove the reference to “first of its kind”.

Clinical Evidence Supporting Viral Immunotherapy Combination, page 135

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 147 and 148 of the Registration Statement.

Myst Merger Agreement, page 139

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 82, 83, 99, and 152 of the Registration Statement.

Intellectual Property

Additional Miscellaneous Virus IP, page 142

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 156, 157, and 158 of the Registration Statement. In addition, the Company updated the intellectual property disclosure on these pages to reflect the patents that are material to the Company’s current programs and product candidates, including the addition of disclosure of its

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Page Twelve

SKV patents on page 156 of the Registration Statement that are relevant to the Company’s TIDAL-01 viral immunotherapy combination program. The Company also removed disclosure in the Registration Statement related to patents that are not material to the Company’s business as they relate to programs the development of which the Company has discontinued.

Certain Relationships and Related Party Transactions

Public Offering Participation Rights, page 192

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 207 and 208 of the Registration Statement. The Company also respectfully acknowledges the Staff’s comment to add disclosure whether the shares will be offered as part of the public offering or in a separate private placement and will respond to this comment in a subsequent amendment to the Registration Statement once this information is available.

Principal Stockholders, page 194

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 211 of the Registration Statement. The Company also respectfully advises the Staff that no one, in his or her individual capacity, possesses voting and/or investment control over the securities of owned by FACIT Inc., and that its board of directors, which currently includes John Morrison, Har Grover, Ken Newport, Shana Kelley, Ken Lawless, share voting and/or investment control over FACIT Inc.

Notes to the Financial Statements

7. Asset Acquisition, page F-28

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 119, F-16, F-30, F-54, and F-65 of the Registration Statement.

The Company accounted for the merger pursuant to the Agreement and Plan of Merger and Reorganization (the “Myst Merger Agreement”) as an asset acquisition as substantially all of the value received was concentrated in a group of similar identifiable assets—the acquired in-process research and development of Myst Therapeutics, Inc. (“Myst”). As such, the Company concluded the

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Page Thirteen

acquired asset is not considered a business, consistent with the guidance in Accounting Standards Codification (“ASC”) 805-10-55-5A.

The contingent consideration milestones under the Myst Merger Agreement are payable in cash or equity, at the election of the Company, therefore the Company considered if ASC 815, ASC 480, or ASC 450 was applicable.

The initial milestone, triggered upon the closing of an IPO, meets the definition of a derivative and does not meet the scope exceptions under ASC 815-10-15-59. As such, this milestone is accounted for separately at fair value and is remeasured each reporting period at fair value with changes in fair value reported in research and development expense.

The second and third milestones are triggered upon (a) the first acceptance by the U.S. Food and Drug Administration of an investigational new drug application (or IND) filed by, on behalf of or for the benefit of the Company, or the Company’s sublicensees for a product developed by or on behalf of the Company or the Company’s sublicensees that is claimed as a product or method of making or using the product by a pending or issued Myst patent claim existing at the time of such acceptance (the second milestone) and (b) upon the occurrence of the earlier of (i) the commencement of the first registration study for a product being developed by, on behalf of or for the benefit of the Company or the Company’s sublicensees that is claimed as a product or a method of making or using the product by an issued Myst patent claim existing as of the time of such commencement or (ii) the issuance of a Myst patent claim that claims a product or method of making or using the product then being developed by, on behalf of or for the benefit of the Company or the Company’s sublicensees, that is or was the subject of a registration study that has or had commenced (the third milestone). While each milestone meets the definition of a derivative, the scope exception in ASC 815-10-15-59(b) would apply to the second and third milestone. In assessing the scope exception, the payment relates to a nonfinancial asset (intellectual property) which is unique and the Company would not benefit under the arrangement from an increase in the fair value of the nonfinancial asset (i.e., they are not the recipient of the milestone payment).

Under ASC 480-10 certain obligations to issue a variable number of equity shares require liability classification. A financial instrument other than an outstanding share that embodies an obligation, is classified as an asset or a liability if the issuer must or may settle the obligation by issuing a variable number of its equity shares and the obligation’s monetary value is based solely or predominantly on one of the following: (1) a fixed monetary amount, (2) variations in something other than the fair value of the issuer’s equity shares, or (3) variations inversely related to changes in the fair value of the issuer’s equity shares. The Company’s assessment of whether the second and third milestones are is within the scope of ASC 480 considered whether the arrangement’s monetary value, at inception, was based predominately on the exercise contingency (e.g., milestone trigger) or share price. For the second and third milestones under the Myst Merger Agreement, the Company concluded that the monetary value is based predominately on the exercise contingency as the milestone amount is fixed and can be settled in variable number of shares at the Company’s election, and therefore classified the contingent milestones as a liability under ASC 480.

General

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Page Fourteen

Response: In response to the Staff’s comment, the Company has conducted a detailed review and removed or revised statements throughout the Registration Statement that state or imply that the Company’s product candidates are safe or effective.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it (i) has filed the Second Amended and Restated Investors’ Rights Agreement between the Company and convertible preferred stockholders as Exhibit 4.2 within the Registration Statement; and (ii) has revised it disclosure on page 68 of the Registration Statement. For purposes of Item 601(b)(10) of Regulation S-K, the Company respectfully advises the Staff that there are no other material supply contracts or material license agreements that are required to be filed as exhibits to the Company’s Registration Statement.

Response: The Company acknowledges the Staff’s comment and will provide to the Staff, on a supplemental basis under separate cover, copies of the written communications, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), that the Company, or anyone authorized to do so on the Company’s behalf, has presented or expects to present to potential investors in reliance on Section 5(d) of the Securities Act. These materials were only made available for viewing by potential investors during the Company’s presentations, and no copies were retained by any potential investor. Pursuant to Rule 418 under the Securities Act, the copies supplementally provided shall not be deemed to be filed with, or a part of, or included in, the Registration Statement.

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Page Fifteen

To the extent the Company conducts additional meetings, it expects to use the same or similar materials, and the Company undertakes to provide the Staff with copies of any additional written communications that are presented to potential investors in the future by it or anyone authorized to do so on its behalf in reliance on Section 5(d) of the Securities Act, whether or not such potential investors retain copies of such communications.

*     *     *

Please contact me at (212) 479-6474 with any questions or further comments regarding the Company’s response to the Staff’s comments.

Venkat Ramanan, Ph.D., Turnstone Biologics Corp.

P. Joseph Campisi, Jr., Esq., Turnstone Biologics Corp.

Ryan Sansom, Cooley LLP

Alexa Smith, Cooley LLP

Valerie Sapozhnikova, Cooley LLP

Nathan Ajiashvili, Latham & Watkins LLP

Salvatore Vanchieri, Latham & Watkins LLP

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