United States securities and exchange commission logo

                            April 22, 2022

       James McArthur, Ph.D.
       President and Chief Executive Officer
       PepGen Inc.
       245 Main Street
       Cambridge, MA 02142

                                                        Re: PepGen Inc.
Statement on Form S-1
                                                            Filed April 15,
                                                            File No. 333-264335

       Dear Dr. McArthur:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, 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 comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 11, 2022 letter.

       Registration Statement on Form S-1 filed April 15, 2022

       PGN-EDO51, page 3

   1.                                                   We note your response
to our prior comment 1, which we reissue in part. Please remove
                                                        the reference to
"potent" on pages 3, 120 and 127. Given the prominent disclosure of the
                                                        cross-trial comparisons
conducted with data published by Sarepta Therapeutics and Dyne
                                                        Therapeutics in your
Summary, please advise whether you relied on such cross-trial
                                                        comparisons in your CTA
submission for PGN-EDO51.
       Preclinical tolerability data: Generally well-tolerated..., page 143

   2.                                                   We acknowledge your
revised disclosure in response to our prior comment 2. Please
                                                        revise to include the
meaning of "hypomagnesemia." Revise to clarify that
 James McArthur, Ph.D.
PepGen Inc.
April 22, 2022
Page 2
      hypomagnesemia is a side effect observed in your non-GLP repeat-dose
study of PGN-
      EDO51 and identify the number of NHPs that experienced hypomagnesemia in
Research and Development, page F-12

3.    We note your disclosure relating to the receipt of government grants and
      research and development tax credits. Please provide a brief description
of the material
      terms of your government grants, including but not limited to, the
aggregate amounts,
      conditions and term, and file any agreements as exhibits to the
registration statement or
      tell us why it is not material.
        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

       You may contact Tara Harkins at 202-551-3639 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Jeffrey Gabor at 202-551-2544 with any
other questions.

FirstName LastNameJames McArthur, Ph.D.
                                                            Division of
Corporation Finance
Comapany NamePepGen Inc.
                                                            Office of Life
April 22, 2022 Page 2
cc:       James Xu, Esq.
FirstName LastName