SecProbe.io

Mail Stop 4720
 January 28, 2016

Pankaj Mohan, Ph.D.
President and Chief Executive Officer
Oncobiologics, Inc.
7 Clarke Drive
Cranbury, New Jersey 08512

Re: Oncobiologics, Inc.
Registration Statement on Form S -1
Filed January 15, 2016
File No. 333 -209011

Dear Dr. Mohan :

We have reviewed your registration statement  and have the following comment .  In our
comment , 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 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 y ou
provide in response to this comment , we may have  additional comments.

Stock -Based Compensation and PSU Obligation, page 72

We acknowledge your response to prior comment 14 in our letter dated December 11,
2015.  We note i n Part II Item 15. Recent Sales of Unregistered Securities (page II -2) that
several equity transactions occurred after September 30, 2015.  We may have additional
comments on your accounting for equity issuances including stock compensation and
beneficial conversion features. Once you have an estimated offering price, please provide
us an analysis explaining the reasons for the differences between recent valuations of
your common stock leading up to the IPO and the estimated offering price.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Secur ities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Pankaj Mohan, Ph.D.
Oncobiologics, Inc.
January 28, 2016
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made .

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

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

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact James Peklenk at (202) 551 -3661 or Sharon Blume at (202) 551 -4407 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tara Keating Brooks at (202) 551 -8336, Amy Reischauer at (202) 551 -3793, or me at
(202) 55 1-3675 with any other questions.

Sincerely,

      /s/ Amy Reischauer for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Yvan -Claude Pierre, Cooley LLP