SecProbe.io

September 26 , 2014

Via E -mail
Brian A. Leuthner
President and Chief Executive Officer
Edge Therapeutics, Inc.
200 Connell Drive, Suite 1600
Berkeley Heights, NJ 07922

Re: Edge Therapeutics, Inc.
Amendment No. 3  to Draft Registration Statement on Form S -1
Submitted September 10 , 2014
CIK No. 0001472091

Dear Mr. Leuthner:

We have reviewed your amended  draft registration statement and have the following
additional comment . In so me of our comments, we may ask you to provide us with infor mation
so we may better understand your disclosure.

Please respond to this letter by providing the requested infor mation and either sub mitting
an amended confidential draft re gistration state ment or publicly  filing your registration state ment
on EDGAR.  If you do  not believe our comment applies  to your facts and circu mstances or do
not believe an  amendment is a ppropriate, please tell us why in your response.

After revie wing the infor mation you provide  in response to this comment and your
amended confidential draft registration state ment or filed registration state ment, we may have
additio nal co mments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidit y and Capital Resources
Hercules Loan and Security Agreement, page 62

1. Although you indicate in the last sentence on page 62 that the conversion and investment
rights you identify do not apply to this offering, it is unclear whether these rights survive
the offering and will therefore apply to any private placement transactions you may
complete after this offering.  Please revise your disclosure to clarify and, if they do
survive, please expand your disclosure to describe the major terms of each provision.

If you intend to respond to this comment  with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at

Brian A. Leuthner
Edge Therapeutics, Inc.
September 26 , 2014
Page 2

 http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm). If you
intend to use Rule 83 (17 CFR 200.83) to reques t confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You m ay contact Christine Torne y at (202) 551 -3652 or Mark Brunhofer at (202) 551 -
3638  if you have questions regarding comments on the financial statements and related matters.
Please contact Austin Stephenson at (202) 551 -3192, Dan Greenspan at (202) 551 -3623,  or me at
(202) 551 -3715 with any other questions.

Sincerely,

         /s/ Daniel Greenspan for

Jeffrey P. R iedler
Assista nt Direct or

cc: Via E -mail
David S. Rosenthal, Esq.
 Dechert LLP