SecProbe.io

November 15, 2018
Christopher A. Kroeger, M.D., M.B.A.
President and Chief Executive Officer
OvaScience, Inc.
9 Fourth Avenue
Waltham, MA 02451
Re:OvaScience, Inc.
Registration Statement on Form S-3
Filed November 6, 2018
File No. 333-228209
Dear Dr. Kroeger:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Form S-3 Filed November 6, 2018
General
1.It appears that Section 5 of the Stock Purchase Agreement provides that the purchaser has
the option to waive Millendo's and OvaScience's obligations.  Additionally, the
Explanatory Note in the registration statement indicating that you expect this registration
statement to become effective promptly after the closing of the post-closing financing
appears to imply a waiver of the Section 5.5 condition that the resale registration
statement shall have been declared effective by the SEC.  Therefore, it does not appear
that you have a valid exemption under Section 4(2) of the Securities Act of 1933.  You
may withdraw the registration statement and refile it once the shares are outstanding or
amend the investment agreement to remove the investors’ ability to waive any of the

 FirstName LastNameChristopher A. Kroeger, M.D., M.B.A.
 Comapany NameOvaScience, Inc.
 November 15, 2018 Page 2
 FirstName LastName
Christopher A. Kroeger, M.D., M.B.A.
OvaScience, Inc.
November 15, 2018
Page 2
closing conditions and refile your registration statement.  For guidance, refer to Securities
Act Sections Compliance & Disclosure Interpretation 139.11.
            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
statement.
            You may contact Jeffrey Gabor at 202-551-2544 or Suzanne Hayes at 202-551-3675 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Megan Gates, Esq.