United States securities and exchange commission logo





                            January 22, 2024

       Bradford D. Dahms
       President and Chief Financial Officer
       Theseus Pharmaceuticals, Inc.
       314 Main Street
       Cambridge, MA 02142

                                                        Re: Theseus
Pharmaceuticals, Inc.
                                                            Schedule 14D-9
Filed January 10, 2024
                                                            File No. 005-92944

       Dear Bradford D. Dahms:

                                                        We have reviewed your
filing and have the following comments.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

               After reviewing your response to these comments, we may have
additional comments.
       All defined terms used herein have the same meaning as in your Schedule
14D-9, unless
       otherwise indicated.

       Schedule 14D-9 Filed January 10, 2024

       Past Contacts, Transactions, Negotiations and Agreements, page 3

   1.                                                   On page 4 of the
Schedule 14D-9, you explain how the CVR Expiration Date, with respect
                                                        to given CVR Products,
will differ from the expiration date of the Disposition Period if a
                                                        Disposition of those
CVR Products occurs during the Disposition Period. Please revise
                                                        your explanation of the
CVR Expiration Date to clarify that CVR Holders are entitled to
                                                        80% of the Net Proceeds
from such Disposition until the applicable CVR Expiration Date.
       The Solicitation or Recommendation, page 12

   2.                                                   Refer to the disclosure
in the first and second complete paragraphs on page 13 of the
                                                        Schedule 14D-9
regarding the Company's exploration of strategic alternatives in July -
                                                        September 2023, which
resulted in preliminary negotiations with seven parties. In the
                                                        second paragraph, you
state that in early November 2023, the Company determined to
                                                        disengage from
discussions with Party X and to abandon discussions with the other six
                                                        potential transaction
parties as well "due to changes in market conditions." However,
 Bradford D. Dahms
Theseus Pharmaceuticals, Inc.
January 22, 2024
Page 2
         shortly thereafter, on November 13, 2023, the Company announced
publicly that it had
         determined to undergo a "review of strategic alternatives." Please
revise to further explain
         why the Company decided to stop engaging with the seven parties
identified in the first
         two complete paragraphs on page 13 of the Schedule 14D-9, and then
shortly thereafter,
         renewed an evaluation of strategic alternatives. Your expanded
disclosure should describe
         the specific "changes in market conditions" that precipitated this
decision, and why those
         conditions did not preclude a restart of the auction process almost
immediately thereafter.
3.       Beginning at the bottom of page 13 of the Schedule 14D-9, you
reference Parties "A" and
         "B" who each have representation on the Theseus Board and who
submitted a joint
         acquisition proposal to acquire the Company. Since each of Parties A
and B filed an
         amendment to their respective Schedule 13Ds disclosing their joint
proposal, please revise
         to identify these entities by name.
4.       Refer to the disclosure at the bottom of page 16 of the Schedule
14D-9. We note that the
         Company received multiple proposals from other parties concerning an
acquisition
         transaction but endorsed Parent's proposal because "the Special
Committee determined . .
         . that Parent's experience in executing similar transactions in the
same industry in which
         the Company operates yielded a higher probability of successful
transaction execution and
         that Parent's ability to more rapidly wind-down operations could
result in higher value to
         Theseus stockholders." Since Parent's identity was apparently a
significant factor in the
         Company's decision to recommend this transaction instead of multiple
proposals received
         from other parties, please revise your disclosure to identify by name
the other parties who
         submitted proposals (rather than identifying them by letter).
Alternatively, explain why
         such information is not material under these circumstances.
5.       We note on page 18 of the Schedule 14D-9 that representatives of
Parent and Theseus
         exchanged drafts of the CVR Agreement, Limited Guaranty and Merger
Agreement
         between December 20, 2023 to December 21, 2023. Please revise your
disclosure in this
         background section to provide more detail regarding any communications
or negotiations
         concerning TCP providing the Limited Guaranty.
6.     We note Theseus management   s dissolution analysis on pages 22-23 of
the Schedule 14D-
       9. Please also summarize the material assumptions and limitations of
this dissolution
       analysis, including why management assumed that (i) 70% of the available
cash would be
FirstName LastNameBradford D. Dahms
       disbursed to stockholders at the commencement of the dissolution
process, (ii) 75% of the
Comapany    NameTheseus
       remaining           Pharmaceuticals,
                   portion of                Inc.
                              cash would be available for later distribution,
and (iii) those later
Januarydistributions
        22, 2024 Pageshould
                         2 be discounted using a rate of 5.0%.
FirstName LastName
 Bradford D. Dahms
FirstName  LastNameBradford
Theseus Pharmaceuticals, Inc. D. Dahms
Comapany
January 22,NameTheseus
            2024         Pharmaceuticals, Inc.
January
Page 3 22, 2024 Page 3
FirstName LastName
7.       In the last bullet point on page 25 of the Schedule 14D-9, we note the
reference to "certain
         internal information, primarily consisting of a dissolution analysis
of Theseus" (emphasis
         added). We further note the reference to a cash forecast on page 18 of
the Schedule 14D-
         9. Please state in your response letter whether Leerink Partners
received additional non-
         public forecasts, projections, or other information utilized in its
fairness analysis as
         described in this section. If so, please summarize such information in
the Schedule 14D-
         9.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Shane Callaghan at 202-551-6977 or
Christina Chalk at
202-551-3263.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Mergers & Acquisitions