SecProbe.io

October 1 , 2014

Via E -mail
Yuval Cohen, Ph.D.
Chief Executive Officer
Corbus Pharmaceuticals Holdings, Inc.
100 River Ridge Drive
Norwood, MA 02062

Re: Corbus Pharmaceuticals Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed September 30 , 2014
File No. 333 -198563

Dear Dr. Cohen:

We have reviewed your amended registration statement and have the following additional
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
circu mstances or do not believe an  amendment is a ppropriate, please tell us why in your
response.

After re viewing any amendment to your registration statement and the infor mation you
provide  in response to this com ment, we may have additio nal co mments.

Prospectus Summary
Reverse Stock Split Range Authorization

1. We note that your board of directors recently ap proved a reverse stock split and that
you are currently seeking approval from shareholders to effect  the split.  Please
fully disclose  the reasons for and effects  of the reverse stoc k split proposal .  For
example, you disclose that you are seeking approval for the split “to provide [your]
board of directors with flexibility to effect” the split.  You should explain why your
directors desire this flexibility and for what  specific  purposes .  Your discu ssion of
the effects of the split should include details relating to dilution, change in the
number of outstanding shares, the treatment of any resulting fractional shares and
odd lots, and any other material information.   Finally, please tell us how
prosp ective investors and selling stockholders will be informed  if and when a
reverse split is effected.

Yuval Cohen, Ph.D.
Corbus Pharmaceuticals Holdings, Inc.
October 1 , 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to  be ce rtain that the filing includ es the information the Secu rities Act of 1933 and
all applicable  Securities Act rules  require.  Since the co mpany and its manag ement are in
possession of all facts r elating to a co mpany’s disclosure, they are responsi ble for the acc uracy
and adequacy  of the disclos ures they have made.

Notwithstanding our comment, in the e vent you request acceleration of the effective date
of the pending registration s tatement please pr ovide a writt en state ment from  the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Com mission from  taking any action
with respect to the  filing;

 the action of the Com mission or the staff,  acting pursuant to delegated auth ority, in
declaring the filing effecti ve, does  not relieve the co mpany from  its full
responsibility for the adequacy  and accuracy of the discl osure in the filing; and

 the co mpany may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initia ted by the Commission or any person under the
federal securiti es laws of the United Stat es.

Please refer to Rules 460  and 461 re garding requests for acceleration.  We will consider a
written reque st for acceleration of the effe ctive date of the registration state ment as confir mation
of the fact that those requesting ac celeration are aware of t heir respective responsibilities und er
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public  offering of the secur ities specified in the above registration state ment.  Please all ow
adequate ti me for us to review any a mendment prior to the requested effecti ve date of the
registration state ment.

You may contact Frank Wyman at (202) 551 -3660 or Mary Mast at (202) 551 -3613  if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Stephenson at (202) 551 -3192, John Krug at (202) 551 -3862, 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
Steven M. Skolnick, Esq.
 Lowenstein Sandler LLP