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August 14, 2015

VIA EDGAR

Jeffrey P. Riedler

Assistant Director

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

    Re:
    Edge Therapeutics, Inc.

    Amendment No. 5 to Confidential Draft Registration Statement on Form S-1

submitted on May 20, 2015 (File No. 377-00526)

Dear Mr. Riedler:

On behalf of Edge Therapeutics, Inc. (the
“Company”), set forth below is the Company’s response to the comment letter provided by the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission to the Company dated June 10, 2015,
regarding the Amendment No. 5 to the Company’s Confidential Draft Registration Statement on Form S-1 (File No. 377-00526)
(the “Confidential Submission”) that the Company submitted on May 20, 2015 and the prospectus included therein.

We describe below the changes that we have
made in response to the Staff’s comments in the Registration Statement on Form S-1 (the “Registration Statement”)
that the Company filed on the date hereof. For your convenience, the Staff’s comments are numbered and presented in bold-faced
type below, and each comment is followed by the Company’s proposed response. The Company will also provide the Staff courtesy copies
of the Registration Statement as-filed and marked to reflect the changes from the Confidential Submission. Unless otherwise indicated,
page references in the descriptions of the Staff’s comments refer to the Confidential Submission, and page references in
the responses refer to the Registration Statement.

General, page 117

 1. You state on page 117 that the issued Series C, C-1 and C-2 preferred stock will convert with an offering of at least $40
million and a price per share of no less than $5.25 per share. On page 8 you state the preferred stock will convert prior to the
consummation of the offering. Please clarify under what circumstances the preferred stock will convert. If the conversion is contingent
on minimum offering proceeds and offering price, tell us why you believe assuming conversion will occur immediately prior to the
consummation of the offering is appropriate given the contingencies relating to the conversion.

Response:

The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on page 8 to conform to the disclosure found on page 117. The Company
further advises the Staff that the shares of Series C, C-1 and C-2 preferred stock will automatically convert upon the
occurrence of an underwritten public offering of at least $40,000,000 at a price per share not less than $5.25 per share.
Given that the conversion of our preferred stock is contingent on the minimum offering proceeds and offering price discussed
in the Registration Statement, the Company would not move forward with the offering in the event that such contingencies are
not met.

August 14, 2015

Page 2

Valuation of Common Stock as of January
5, 2015, page 59

 2. Please clarify here and in your discussion of the valuation of common stock as
of 		March 31, 2015 on page 60 where the enterprise value has been presented or revise 		your disclosure accordingly.

Response:

The Company respectfully acknowledges the
Staff’s comment and has revised its disclosure on pages 61-62 to more clearly present the enterprise value of the Company.

Business

Discovery Program, page 83

 3. We note your disclosure regarding your research and discovery collaboration 		with
St. Michael’s Hospital. Please expand your disclosure to include a 	discussion of the material terms of your agreement
with St. Michael’s 	Hospital. In your description of the agreement, you should specifically 	identify:

 · Nature and scope of any intellectual property transferred if the agreement involves a license;

 · Each parties significant rights and obligations;

 · Duration of agreement and royalty term, if applicable

 · Termination provisions;

 · Any material investment features or share purchases; and

 · Payment provisions, which may include one or more of the following, to the extent material:

 o Up-front or execution payments received or paid;

 o Aggregate amounts paid or received to date under agreement;

 o Aggregate future potential milestone payments to be paid or received;

 o Royalty rates; and

 o Profit or revenue-sharing provisions.

	In addition, please file the agreement as an
exhibit to your registration 	statement, as required under 601(b)(10) of Regulation S-K.

Response:

The Company respectfully acknowledges the
Staff’s comment; however, the Company believes that while the research and collaboration agreement with St.
Michael’s Hospital (the “Agreement”) could prove to be a material agreement for the Company in the
future, it does not believe that the disclosure outlined by the Staff above or its filing as an exhibit pursuant to Item
601(b)(10) of Regulation S-K is currently warranted for the following reasons. The Company respectfully advises the Staff
that the Agreement was entered into in the ordinary course of business, ordinarily accompanies the kind of business conducted
by the Company as a clinical stage biotechnology company, is and is for the foreseeable future expected to be immaterial in
amount and significance and the Company’s business is not, and is not for the foreseeable future, expected to be
substantially dependent on the Agreement. Further, pursuant to the Agreement, all that the Company has agreed to is the
funding of a research project to be designed by St. Michael’s Hospital relating to identification of candidate compounds
for treating acute neurological conditions. The Agreement does not involve a license or other agreement relating to any
intellectual property for any of the Company’s lead product candidates or any product candidate upon which the
Company’s business materially depends. The research project under the Agreement has only recently begun and is still in
its initial stages. There have been no results or intellectual property produced as a result of this arrangement, nor have
there been any royalty or milestone payments made by the Company to date. Further, the amount of the actual funding the
Company has provided to St. Michael’s Hospital to date totals $60,000, an immaterial amount by the Company’s
standards. Finally there is no guarantee that the intellectual property, if any, produced from this arrangement will be at
all material or even beneficial to the Company’s business. The Company has revised its disclosure on page 86 to provide
a more balanced description of the arrangement and present the agreement with St. Michael’s as being in its infancy
stages, and not one material to the Company’s operations currently or for the foreseeable future.

August 14, 2015

Page 3

* * * * * * *

If you have any questions, or if you require
additional information, please do not hesitate to contact me at (212) 698-3616.

Sincerely,

/s/ David S. Rosenthal

David S. Rosenthal

    Cc:
    Alla Berenshteyn

    Daniel Greenspan

    Brian A. Leuthner

    Edge Therapeutics, Inc.

    Mitchell S. Bloom

    Arthur R. McGivern

    Goodwin Procter LLP