IO Biotech, Inc.
Ole Maaløes Vej 3
DK-2200 Copenhagen N
Denmark
February 9, 2023
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention: Tyler Howes
Re: IO Biotech, Inc.
Registration Statement on Form S-3, as amended
File No. 333-269569
Acceleration Request
Requested Date: February 10, 2023
Requested Time: 4:00 P.M., Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, IO Biotech, Inc. (the “Company”), hereby requests that the effective date of the above-referenced Registration Statement on Form S-3, as amended (the “Registration Statement”), be accelerated so that the Registration Statement will become effective at 4:00 P.M., Eastern Time, on February 10, 2023, or as soon thereafter as practicable 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 U.S. Securities and Exchange Commission.
Please contact Nick DeAngelis of Sidley Austin LLP at (214) 969-3563 with any questions regarding the foregoing and to confirm the effectiveness of the Registration Statement.
| Very truly yours, |
/s/ Devin Smith Devin Smith |
| General Counsel |
| IO Biotech, Inc. |
| cc: | Mai-Britt Zocca, IO Biotech, Inc. |
Amy Sullivan, IO Biotech, Inc.
Frank Rahmani, Sidley Austin LLP
Istvan Hajdu, Sidley Austin LLP
Nick DeAngelis, Sidley Austin LLP
