SecProbe.io

CORRESP
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 PDS BIOTECHNOLOGY CORPORATION
 303A College Road East
 Princeton, NJ 08540

 June 6, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Life Sciences
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Alan Campbell

 RE:

 PDS Biotechnology Corporation

 Registration Statement on Form S-3

 Filed May 27, 2025

 File 333-287588

 Acceleration Request

 Dear Mr. Campbell:

 With respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as
 amended, the undersigned hereby respectfully requests, on behalf of PDS Biotechnology Corporation (the “Company”), that the Securities and Exchange Commission accelerate the effective date of the Registration Statement to Tuesday, June 10, 2025, at
 4:00 p.m. Eastern Time, or as soon as practicable thereafter, unless we or our outside counsel, DLA Piper LLP (US), request by telephone that such Registration Statement be declared effective at some other time.

 The cooperation of the staff in meeting the timetable described above is very much appreciated.

 Please call Fahd Riaz of DLA Piper LLP (US), counsel to the Company, at (215) 656-3316, with any comments or questions regarding the Registration Statement.

 Very truly yours,

 PDS Biotechnology Corporation

 /s/ Frank Bedu-Addo

 Frank Bedu-Addo

 Chief Executive Officer

 cc:

 Patrick O’Malley, Esq., DLA Piper LLP (US)

 Dylan Caplan, Esq., DLA Piper LLP (US)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

Frank Bedu-Addo
President and Chief Executive Officer
PDS Biotechnology Corporation
303A College Road East
Princeton, NJ 08540

 Re: PDS Biotechnology Corporation
 Registration Statement on Form S-3
 Filed May 27, 2025
 File No. 333-287588
Dear Frank Bedu-Addo:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Patrick O Malley, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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      PDS BIOTECHNOLOGY CORPORATION

      25B Vreeland Road, Suite 300

      Florham Park, NJ 07932

      August 30, 2022

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Tyler Howes

            RE:

            PDS Biotechnology Corporation

              Registration Statement on Form S-3

              Filed August 24, 2022

              File No. 333-267041

              Acceleration Request

      Dear Mr. Howes:

      With respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”), and pursuant to Rule 461 of
        Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of PDS Biotechnology Corporation (the “Company”), that the Securities and Exchange Commission (the “Commission”)
        accelerate the effective date of the Registration Statement to Friday, September 2, 2022, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter, unless we or our outside counsel, DLA Piper LLP (US), request by telephone that such
        Registration Statement be declared effective at some other time.

      The cooperation of the staff in meeting the timetable described above is very much appreciated.

      Please call Dylan Caplan or Emilio Ragosa of DLA Piper LLP (US), counsel to the Company, at (215) 656-3317, with any comments or
        questions regarding the Registration Statement.

            Very truly yours,

            PDS Biotechnology Corporation

              /s/ Frank Bedu-Addo

            Frank Bedu-Addo, Ph.D.

            Chief Executive Officer

    cc:    Emilio Ragosa, Esq., DLA Piper LLP (US)

               Dylan Caplan, Esq., DLA Piper LLP (US)

United States securities and exchange commission logo
August 29, 2022
Frank Bedu-Addo, Ph.D.
Chief Executive Officer
PDS Biotechnology Corporation
25B Vreeland Road, Suite 300
Florham Park, NJ 07932
Re:PDS Biotechnology Corporation
Registration Statement on Form S-3
Filed August 24, 2022
File No. 333-267041
Dear Dr. Bedu-Addo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Emilio Ragosa, Esq.

CORRESP
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      PDS Biotechnology Corporation

      25B Vreeland Road

      Suite 300

      Florham Park, New Jersey 07932

      July 29, 2020

      VIA EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, DC 20549-4561

      Attention: Suzanne Hayes

         Assistant Director

      Re:         PDS Biotechnology Corporation

      Registration Statement on Form S-3

      File No. 333-240011

      Ladies and Gentleman:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, PDS Biotechnology Corporation (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on
        Form S-3 (File No. 333-240011) (the “Registration Statement”), so that the Registration Statement may become effective at 4:30 p.m. (Washington, D.C. time) on July 31, 2020, or as soon as practicable thereafter. Please contact Oliver Newman of DLA
        Piper LLP (US), counsel to the Company, at (215) 656-2465, to provide notice of effectiveness, or in his absence, Dylan Caplan of DLA Piper LLP (US) at (215) 656-3317 if you have any other questions or concerns regarding this matter.

                PDS BIOTECHNOLOGY CORPORATION

                By:

                /s/ Frank Bedu-Addo, Ph.D.

                Name:

                Frank Bedu-Addo, Ph.D.

                Title:

                Chief Executive Officer

      cc:   Oliver Newman, DLA Piper LLP (US)

              Dylan Caplan, DLA Piper LLP (US)

United States securities and exchange commission logo
July 27, 2020
Frank Bedu-Addo, Ph.D.
Chief Executive Officer
PDS Biotechnology Corporation
25B Vreeland Road
Florham Park, NJ 07932
Re:PDS Biotechnology Corporation
Registration Statement on Form S-3
Filed July 22, 2020
File No. 333-240011
Dear Dr. Bedu-Addo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dylan Caplan, Esq.

CORRESP
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    A.G.P./Alliance Global Partners

    590 Madison Avenue

    New York, New York 10022

    February 10, 2020

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            RE:

            PDS Biotechnology Corporation (the “Company”)

            File No. 333-235549

            Registration Statement on Form S-1

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
      as amended, A.G.P./Alliance Global Partners, as representative of the underwriters, hereby joins the request of the Company that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 5:00
      p.m. Eastern Time on February 11, 2020, or as soon thereafter as practicable. This acceleration request amends, restates and supersedes in its entirety the previously submitted acceleration request submitted on February 7, 2020.

    Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably
      anticipated to be invited to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

    The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by
      participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

            Very truly yours,

            A.G.P./Alliance Global Partners

            By: /s/ Thomas Higgins

            Name: Thomas Higgins

            Title: Managing Director

CORRESP
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    February 10, 2020

    VIA EDGAR

    Securities and Exchange Commission

    100 F. Street, N.E.

    Washington, D.C. 20549

            Attention:

            Suzanne Hayes

            Assistant Director

            Re:

            PDS Biotechnology Corporation

            Registration Statement on Form S-1

            File No. 333-235549

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, PDS Biotechnology Corporation hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No.
      333-235549) (the “Registration Statement”), so that the Registration Statement may become effective at 5:00 p.m. (Washington, D.C. time) on February 11, 2020 or as soon as practicable thereafter. This acceleration request amends, restates and
      supersedes in its entirety the previously submitted acceleration request submitted on February 7, 2020.

    Sincerely,

    PDS BIOTECHNOLOGY CORPORATION

    By: /s/ Frank Bedu-Addo, Ph.D.

    Name: Frank Bedu-Addo, Ph.D.

    Title: President and Chief Executive Officer

CORRESP
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    PDS Biotechnology Corporation

    303A College Road East

    Princeton, New Jersey 08540

    February 7, 2020

    VIA EDGAR

            Securities and Exchange Commission

            Division of Corporation Finance

            100 F Street, N.E.

            Washington, DC 20549-4561

            Attention:

            Suzanne Hayes

            Assistant Director

    Re: PDS Biotechnology Corporation

    Registration Statement on Form S-1

    File No. 333-235549

    Ladies and Gentleman:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, PDS Biotechnology Corporation hereby requests acceleration of the effective date of
      its Registration Statement on Form S-1 (File No. 333-235549) (the “Registration Statement”), so that the Registration Statement may become effective at 5:00 p.m. (Washington, D.C. time) on February 10, 2020 or as soon as practicable thereafter.

            PDS BIOTECHNOLOGY CORPORATION

            By:

            /s/ Frank Bedu-Addo, Ph.D.

            Name:

            Frank Bedu-Addo, Ph.D.

            Title:

            President and Chief Executive Officer

CORRESP
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    A.G.P./Alliance Global Partners

    590 Madison Avenue

    New York, New York 10022

    February 7, 2020

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

            RE:

            PDS Biotechnology Corporation (the “Company”)

            File No. 333-235549

            Registration Statement on Form S-1

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
      A.G.P./Alliance Global Partners, as representative of the underwriters, hereby joins the request of the Company that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 5:00 p.m.
      Eastern Time on February 10, 2020, or as soon thereafter as practicable.

    Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be
      invited to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

    The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
      that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

              Very truly yours,

              A.G.P./Alliance Global Partners

              By:

              /s/ Thomas Higgins

              Name:

              Thomas Higgins

              Title:

              Managing Director

CORRESP
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    A.G.P./Alliance Global Partners

    590 Madison Avenue

    New York, New York 10022

    February 6, 2020

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

              RE:

                PDS Biotechnology Corporation (the “Company”)

                  File No. 333-235549

                  Registration Statement on Form S-1

    Ladies and Gentlemen:

    Reference is made to that certain letter filed as correspondence by A.G.P./Alliance Global Partners, as representative of the underwriters of the offering (the “Representative”),
      with the U.S. Securities and Exchange Commission via EDGAR on February 5, 2020, in which the Representative joined the Company’s request for the acceleration of the effective date of the above-referenced Registration Statement for Thursday, February
      6, 2020 at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended.  The Company is withdrawing such request for acceleration of the effective date and the Representative
      joins in the request of the Company and hereby formally withdraws its request for acceleration of the effective date at such time.

            Very truly yours,

            A.G.P./Alliance Global Partners

            By:

            /s/ Thomas Higgins

            Name: Thomas Higgins

            Title: Managing Director

CORRESP
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  February 6, 2020

  VIA EDGAR

  Securities and Exchange Commission

  100 F. Street, N.E.

  Washington, D.C. 20549

            Re:

              PDS Biotechnology Corporation

                Registration Statement on Form S-1

                File No. 333-235549

  Ladies and Gentlemen:

  PDS Biotechnology Corporation hereby withdraws its prior acceleration request dated February 5, 2020, for the above-referenced Registration Statement on Form
    S-1.

  Please direct any questions or comments regarding this correspondence to Fahd Riaz at (215) 656-3316 or Emilio Ragosa at (973) 307-3004, each of DLA Piper LLP
    (US).

  Thank you for your assistance.

  Sincerely,

  PDS BIOTECHNOLOGY CORPORATION

  By: /s/ Frank Bedu-Addo, Ph.D.

  Name: Frank Bedu-Addo, Ph.D.

  Title: President and Chief Executive Officer

CORRESP
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    PDS Biotechnology Corporation

    303A College Road East

    Princeton, New Jersey 08540

    February 5, 2020

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, DC 20549-4561

            Attention:

            Suzanne Hayes

            Assistant Director

    Re: PDS Biotechnology Corporation

    Registration Statement on Form S-1

    File No. 333-235549

    Ladies and Gentleman:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, PDS Biotechnology Corporation hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No.
      333-235549) (the “Registration Statement”), so that the Registration Statement may become effective at 5:00 p.m. (Washington, D.C. time) on February 6, 2020 or as soon as practicable thereafter. This acceleration request amends, restates and
      supersedes in its entirety the previously submitted acceleration request submitted on February 4, 2020.

            PDS BIOTECHNOLOGY CORPORATION

            By:  /s/ Frank Bedu-Addo, Ph.D.

            Name: Frank Bedu-Addo, Ph.D.

            Title:  President and Chief Executive Officer

CORRESP
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    A.G.P./Alliance Global Partners

    590 Madison Avenue

    New York, New York 10022

    February 5, 2020

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            RE:

            PDS Biotechnology Corporation (the “Company”)

            File No. 333-235549

            Registration Statement on Form S-1

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
      as amended, A.G.P./Alliance Global Partners, as representative of the underwriters, hereby joins the request of the Company that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 5:00
      p.m. Eastern Time on February 6, 2020, or as soon thereafter as practicable. This acceleration request amends, restates and supersedes in its entirety the previously submitted acceleration request submitted on February 4, 2020.

    Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably
      anticipated to be invited to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

    The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by
      participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

            Very truly yours,

            A.G.P./Alliance Global Partners

            By:

             /s/ Thomas Higgins

            Name:

             Thomas Higgins

            Title:

             Managing Director

CORRESP
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    PDS Biotechnology Corporation

    303A College Road East

    Princeton, New Jersey 08540

    February 4, 2020

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, DC 20549-4561

            Attention:

            Suzanne Hayes

            Assistant Director

    Re: PDS Biotechnology Corporation

    Registration Statement on Form S-1

    File No. 333-235549

    Ladies and Gentleman:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, PDS Biotechnology Corporation hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No.
      333-235549) (the “Registration Statement”), so that the Registration Statement may become effective at 5:00 p.m. (Washington, D.C. time) on February 5, 2020 or as soon as practicable thereafter. This acceleration request amends, restates and
      supersedes in its entirety the previously submitted acceleration request submitted on January 31, 2020.

            PDS BIOTECHNOLOGY CORPORATION

            By:  /s/ Frank Bedu-Addo, Ph.D.

            Name: Frank Bedu-Addo, Ph.D.

            Title:  President and Chief Executive Officer

CORRESP
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    A.G.P./Alliance Global Partners

    590 Madison Avenue

    New York, New York 10022

    February 4, 2020

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            RE:

            PDS Biotechnology Corporation (the “Company”)

            File No. 333-235549

            Registration Statement on Form S-1

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
      as amended, A.G.P./Alliance Global Partners, as representative of the underwriters, hereby joins the request of the Company that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 5:00
      p.m. Eastern Time on February 5, 2020, or as soon thereafter as practicable. This acceleration request amends, restates and supersedes in its entirety the previously submitted acceleration request submitted on January 31, 2020.

    Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably
      anticipated to be invited to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

    The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by
      participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

            Very truly yours,

            A.G.P./Alliance Global Partners

            By:

            /s/ Thomas Higgins

            Name:

            Thomas Higgins

            Title:

            Managing Director

CORRESP
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    A.G.P./Alliance Global Partners

    590 Madison Avenue

    New York, New York 10022

    January 31, 2020

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

            RE:

            PDS Biotechnology Corporation (the “Company”)

            File No. 333-235549

            Registration Statement on Form S-1

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, A.G.P./Alliance Global
      Partners, as representative of the underwriters, hereby joins the request of the Company that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 5:00 p.m. Eastern Time on February 4,
      2020, or as soon thereafter as practicable.

    Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to
      participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

    The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have
      complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

            Very truly yours,

            A.G.P./Alliance Global Partners

            By:

            /s/ Thomas Higgins

            Name: Thomas Higgins

            Title: Managing Director

CORRESP
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    PDS Biotechnology Corporation

    303A College Road East

    Princeton, New Jersey 08540

    January 31, 2020

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, DC 20549-4561

            Attention:

            Suzanne Hayes

            Assistant Director

    Re: PDS Biotechnology Corporation

    Registration Statement on Form S-1

    File No. 333-235549

    Ladies and Gentleman:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, PDS Biotechnology Corporation hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No.
      333-235549) (the “Registration Statement”), so that the Registration Statement may become effective at 5:00 p.m. (Washington, D.C. time) on February 4, 2020 or as soon as practicable thereafter.

            PDS BIOTECHNOLOGY CORPORATION

            By:  /s/ Frank Bedu-Addo, Ph.D.

            Name: Frank Bedu-Addo, Ph.D.

            Title:  President and Chief Executive Officer

December 23, 2019
Frank K. Bedu-Addo, Ph.D.
President and Chief Executive Officer
PDS Biotechnology Corporation
303A College Road East
Princeton, NJ 08540
Re:PDS Biotechnology Corporation
Registration Statement on Form S-1
Filed December 17, 2019
File No. 333-235549
Dear Dr. Bedu-Addo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Fahd. M.T. Riaz, Esq.

CORRESP
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    PDS Biotechnology Corporation

    300 Connell Drive, Suite 4000

    Berkeley Heights, New Jersey 07922

    August 26, 2019

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, DC 20549-4561

            Attention:

            Suzanne Hayes

            Assistant Director

    Re: PDS Biotechnology Corporation

    Registration Statement on Form S-1

    File No. 333-232988

    Ladies and Gentleman:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, PDS Biotechnology Corporation hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No.
      333-232988) (the “Registration Statement”), so that the Registration Statement may become effective at 4:30 p.m. (Washington, D.C. time) on August 28, 2019 or as soon as practicable thereafter.

            PDS BIOTECHNOLOGY CORPORATION

            By:  /s/ Andrew Saik

            Name: Andrew Saik

            Title: Chief Financial Officer

CORRESP
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              DLA Piper LLP (US)

              51 John F. Kennedy Parkway

              Suite 120

                Short Hills, New Jersey 07078-2704

              www.dlapiper.com

              Emilio Ragosa, Esq.

              Emilio.Ragosa@us.dlapiper.com

              T   973.307.3004

              F   973.215.2804

            OUR FILE NO. 392227-000001

            August 20, 2019

            Via UPS Overnight Delivery

    Division of Corporation Finance

      Office of Healthcare & Insurance

      U.S. Securities & Exchange Commission

      100 F Street, NE

      Washington, DC 20549

              Re:

              PDS Biotechnology Corporation

              Registration Statement on Form S-1

              Filed August 2, 2019

              File No. 333-232988

    Ladies and Gentlemen:

    On behalf of PDS Biotechnology Corporation, a Delaware corporation (the “Company”), we respectfully submit this letter in response to the comments issued by
      the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated August 14, 2019 (the “Letter”) regarding the Company’s Registration Statement on Form S-1 filed on August 2, 2019 (File No. 333-232988) (the “Registration
        Statement”).  In response to the Letter, the Company intends to revise the Registration Statement in an Amendment No. 1 (“Amendment No. 1”) to the Registration Statement, as set
      forth below.  In this letter, we have recited the comment from the Staff in italicized type and have followed the comment with the Company’s response.

    Registration Statement on Form S-1

    General

              1.

                We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.”  Please include a
                  description of capital stock section in the prospectus to describe this provision and disclosure whether this provision applies to actions arising under the Securities Act or Exchange Act.  In that regard, we note that Section 27 of the
                  Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
                  jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.  If the provision applies to Securities Act claims, please also
                  revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.  If this
                  provision does not apply to actions arising under the Securities Act or Exchange Act, please also tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or
                  Exchange Act.

      Via UPS

      Division of Corporation Finance

      August 20, 2019

      Page two

        RESPONSE:        The Company’s eighth amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), provides that, unless the Company consents to
      the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum, to the fullest extent permitted by applicable law, for: (a) any derivative action or proceeding brought on behalf of the
      Company; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders; (c) any action asserting a claim arising pursuant to the General
      Corporation Law of the State of Delaware, the Certificate of Incorporation, or the Second Amended and Restated Bylaws of the Company; or (d) any action asserting a claim against the Company governed by the internal affairs doctrine. This provision
      follows established Delaware case law and legislation and is not intended to apply to claims arising under the federal securities laws and the rules and regulations thereunder, including the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Accordingly, while any person or entity
      purchasing or otherwise acquiring any interest in any of the Company’s securities shall be deemed to have notice of and consented to these provisions, the Company’s exclusive forum provision will not relieve the Company of its duties to comply with
      the federal securities laws and the rules and regulations thereunder, and the Company’s stockholders will not be deemed to have waived the Company’s compliance with these laws, rules and regulations.

    In response to the Staff´s comment, the Company has added a new risk factor in Amendment No. 1 to clarify that the Company’s exclusive forum provision in the Certificate of Incorporation does not
      apply to claims arising under the federal securities laws and the rules and regulations thereunder, including the Securities Act and the Exchange Act. For the Staff’s convenience, the full text of the new risk factor included in Amendment No. 1 is
      copied below:

    “Our eighth amended and restated certificate of incorporation, as amended, provides that the Court of Chancery of the State of Delaware is the
        sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

    Our eighth amended and restated certificate of incorporation, as amended, provides that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of
      Delaware is the sole and exclusive forum, to the fullest extent permitted by law, for: (a) any derivative action or proceeding brought on our behalf; (b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors,
      officers or other employees to us or our stockholders; (c) any action asserting a claim arising pursuant to the DGCL, our eighth amended and restated certificate of incorporation, as amended, or our second amended and restated bylaws; or (d) any
      action asserting a claim against us governed by the internal affairs doctrine. This choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or
      the Exchange Act. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance
      with these laws, rules and regulations.

    Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions. These
      exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers
      and other employees.

    If a court were to find the choice of forum provision contained in our eighth amended and restated certificate of incorporation, as amended, to be inapplicable or unenforceable in
      an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. Even if we are successful in defending against these claims,
      litigation could result in substantial costs and be a distraction to management and other employees.”

      Via UPS

      Division of Corporation Finance

      August 20, 2019

      Page three

    Additionally, to help the Company’s stockholders understand the scope of the exclusive forum selection clause going forward, the Company will include disclosure in its future periodic filings to
      clarify that the exclusive forum selection provision in the Certificate of Incorporation does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the federal securities laws and the rules
      and regulations thereunder, including the Securities Act and the Exchange Act.

            Sincerely,

            DLA Piper LLP (US)

            By:

            /s/ Emilio Ragosa, Esq.

            Emilio Ragosa, Esq.

              cc:

              Frank Bedu-Addo, Ph.D.

              President and Chief Executive Officer

            PDS Biotechnology Corporation

August 14, 2019
Frank Bedu-Addo
Chief Executive Officer
PDS Biotechnology Corporation
300 Connell Drive, Suite 4000
Berkeley Heights, NJ 07922
Re:PDS Biotechnology Corporation
Registration Statement on Form S-1
Filed August 2, 2019
File No. 333-232988
Dear Dr. Bedu-Addo:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, 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 comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please include a description of capital stock section in the prospectus to describe
this provision and disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise

 FirstName LastNameFrank Bedu-Addo
 Comapany NamePDS Biotechnology Corporation
 August 14, 2019 Page 2
 FirstName LastName
Frank Bedu-Addo
PDS Biotechnology Corporation
August 14, 2019
Page 2
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
            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.
            Please contact Tonya K. Aldave at (202) 551-3601 or Justin Dobbie, Legal Branch Chief,
at (202) 551-3469 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Emilio Ragosa, Esq.

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November 1, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:  Suzanne Hayes, Assistant Director

RE:

Edge Therapeutics, Inc.

 Registration Statement on Form S-3

File No. 333-214196

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Edge Therapeutics, Inc. hereby requests, subject to telephone confirmation, that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 2:00 p.m. EST on November 2, 2016, or as soon thereafter as practicable.

Very truly yours,

EDGE THERAPEUTICS, INC.

/s/ Andrew J. Einhorn

Andrew J. Einhorn

Chief Financial Officer

Mail Stop 4546
November 1 , 2016

Brian A. Leuthner
President and Chief Executive Officer
Edge Therapeutics, Inc.
300 Connell Drive, Suite 4000
Berkeley Heights, NJ 07922

Re: Edge Therapeutics, Inc.
  Registration Statement on Form S-3
Filed October 21, 2016
  File No. 333-214196

Dear Mr. Leuthner :

 This is to advise you that we have not reviewed and will not review your registration
statement.

 Please refer to Rules 460 and 461  regarding requests for acceleration.  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.

Please  contact Michael Gershon at (202) 551 -6598  or Mary Beth Breslin at (202) 551 -
3625 with a ny questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: David S. Rosenthal , Esq.

CORRESP
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September 28, 2015

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:  Jeffrey P. Riedler, Assistant Director

Re:  Edge Therapeutics, Inc. Registration Statement on Form S-1 (No. 333-206416)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), Leerink Partners LLC and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters, hereby join Edge Therapeutics, Inc., in requesting that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 3:00 p.m. Eastern time on September 30, 2015, or as soon thereafter as possible.

Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed approximately 2,375 copies of the Preliminary Prospectus dated September 21, 2015 (the “Preliminary Prospectus”) through the date hereof to underwriters, dealers, institutions and others.

This is to further advise you that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced Preliminary Prospectus.

Very truly yours,

LEERINK PARTNERS LLC

By:

J. Eric Anderson

Name:  J. Eric Anderson

Title: Chief Compliance Officer

CREDIT SUISSE SECURITIES (USA) LLC

By:

/s/ Nathanael J. Chang

Name:  Nathanael J. Chang

Title: Director

[Signature Page to Underwriters’ Acceleration Request]

CORRESP
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September 28, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:  Jeffrey P. Riedler, Assistant Director

RE:

Edge Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-206416

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Edge Therapeutics, Inc. (the “Registrant”) hereby requests, subject to telephone confirmation, that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 3:00 p.m. EDT on September 30, 2015, or as soon thereafter as practicable.

The Registrant acknowledges that:

1. should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

2. the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

3. the Registrant may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

EDGE THERAPEUTICS, INC.

/s/ Brian A. Leuthner

Brian A. Leuthner

President and Chief Executive Officer

CORRESP
1
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CERTAIN PORTIONS OF THIS LETTER AS FILED
VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].”
THE OMITTED PORTIONS ARE BRACKETED IN THIS PAPER LETTER FOR EASE OF IDENTIFICATION

September 14, 2015

VIA EDGAR AND OVERNIGHT MAIL

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.

    Registration Statement on Form S-1

    Filed August 14, 2015

    Registration No. 333-206416

Dear Mr. Riedler:

On behalf of Edge Therapeutics, Inc. (the
“Company”), set forth below is the Company's supplemental response to the comments received from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated April
17, 2014 (the “Comment Letter”) regarding the Company’s Confidential Draft Registration Statement on Form
S-1 (File No. 377-00526) that was originally submitted to the Commission on March 21, 2014 and, as subsequently revised, filed
with the Commission on August 14, 2015 (the “Registration Statement”). In this letter, we are supplementally
responding only to comment number 10 in the Comment Letter, the text of which we have incorporated into this response letter for
convenience in bold below. The Company initially responded to comment number 10 in the Company’s letter dated May 20, 2014.

Confidential Treatment Request

 Because of the commercially sensitive
nature of the information contained herein, this submission is accompanied by a request for confidential treatment for selected
portions of this letter. The Company has filed a separate letter with the Commission’s Office of Freedom of Information and
Privacy Act Operations (the “FOIA Office”) in connection with the confidential treatment request, pursuant to
Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 (1992). For the Staff’s
reference, the Company has enclosed a copy of the Company’s letter to the FOIA Office as well as a copy of this correspondence,
marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

    September 14, 2015
Page 2

Staff Comment and Supplemental Company Response

Critical Accounting Policies and Significant Judgments and
Estimates

Fair Value of Common Stock, page 54

 10. We may have comments on your accounting for stock compensation or any beneficial conversion features once you have disclosed
an estimated offering price. Please supplementally provide us with a quantitative and qualitative analysis explaining the difference
between the estimated offering price and the fair value of each equity issuance since October 11, 2013 through the date of effectiveness.

Supplemental Responses:

Rule 83 Confidential Treatment Request by Edge Therapeutics, Inc.;
Request No. 1

Estimated Price Range

The Company supplementally advises the Staff
that the Company expects to include an anticipated price range in a pre-effective amendment to the Registration Statement that
would be filed shortly before the commencement of the road show for the initial public offering (the “IPO”),
which the Company anticipates could commence as soon as [*]. Based in part on information provided by the underwriters, the
Company currently estimates that the anticipated offering price range to be reflected on the cover of the Company’s preliminary
prospectus would be a $[*] to $[*] per share (“Estimated Price Range”).

Please note that unless otherwise indicated,
the per share amounts and share amounts in this letter reflect the impact of an anticipated [*]-for-1 reverse stock split that
the Company plans to effect prior to the effectiveness of the Registration Statement. The actual price range to be
included in a subsequent amendment to the Registration Statement has not yet been determined and the parameters of the Estimated
Price Range will be subject to then-current market conditions, continuing discussions with the underwriters, and any further business,
market or other developments impacting the Company.  However, the Company believes that the foregoing Estimated Price Range
is a bona-fide estimate and will not be subject to significant change.

Rule 83 Confidential Treatment Request by Edge Therapeutics, Inc.;
Request No. 2

Difference between Fair Value and Estimated Price Range

The Company further advises the staff that
it expects to include the following discussion containing each significant factor contributing to the difference between the Estimated
Price Range and the fair value of each equity issuance since June 30, 2015 through the date of effectiveness in a pre-effective
amendment to the Registration Statement that would be filed shortly before the commencement of the road show for the IPO. The Company
expects that such disclosure would be generally consistent with the below:

Determination of Estimated Price Range

We and our underwriters determined the estimated
price range set forth on the cover of this prospectus, which is $[*] to $[*] per share. In comparison, our estimate of the fair
value of our common stock was $6.90 per share at June 30, 2015, which was determined by our board of directors with the assistance
of a contemporaneous valuation of our common stock as of June 30, 2015. This valuation utilized a hybrid of a Probability-weighted
Expected Return Method (“PWERM”) and an Option Pricing Method (“OPM”) attributing an 80%
probability to an initial public offering and a 20% probability to the sale to a strategic buyer. The 80% weighting attributed
to an initial public offering reflected our subjective assessment as to the necessity and likelihood of an initial public offering
in light of the working capital provided by our recent Series C-1 and Series C-2 financing rounds, macro-economic and market conditions,
including market conditions for initial public offerings of companies similarly situated to ours, our subjective assessment as
to the likelihood of FDA approval of EG-1962, greater certainty around key elements of our planned Phase 3 clinical program for
EG-1962, our continued progress towards commercialization in the event EG-1962 is approved, and our subjective assessment as to
the likelihood of successfully executing an initial public offering in the coming months, among other factors. We note that, as
is typical in initial public offerings, the estimated price range for this offering was not derived using a formal determination
of fair value, but was determined based upon discussions between us and the underwriters. Among the factors considered in setting
the estimated range were prevailing market conditions and estimates of our business potential, the general condition of the securities
market and the market prices of, and demand for, publicly-traded common stock of generally comparable companies.

    September 14, 2015
Page 3

In addition, we believe that the difference
in value reflected between the estimated price range and the determination of the fair value of our common stock on June 30, 2015,
the price used for the Company’s most recent equity issuance, was primarily the result of the following factors:

 · since June 30 2015, we publicly filed the registration statement of which this prospectus forms a part;

 · since June 30, 2015, the NEWTON Trial met its primary and secondary endpoints of safety, tolerability, defining the maximum
tolerated dose and pharmacokinetics and the results of the principal exploratory endpoint from the 90-day follow-up available for
patients in the NEWTON trial cohorts demonstrated that 60% (27 of 45) of patients treated with EG-1962 experienced a favorable
clinical outcome versus only 28% (5 of 18) of patients treated with the standard of care oral nimodipine;

 · since June 30, 2015, we have, based on End-of-Phase 2 correspondence from the U.S. Food and Drug Administration received in
late July 2015, determined the design and key elements of our planned Phase 3 clinical program for EG-1962 for the treatment of
aSAH, which, subject to submission and review by the FDA of a final protocol, we expect to initiate in mid-2016;

 · since June 30, 2015, we received positive feedback from potential investors in connection with “testing-the-waters”
meetings;

 · since June 30, 2015, the Committee for Orphan Medicinal Products of the European Medicines Agency issued a positive opinion
on our application for orphan drug designation of EG-1962;

 · the contemporaneous valuation prepared as of June 30, 2015 contained multiple liquidity scenarios, including an initial public
offering to which we assigned a probability weighting of 80%. The consideration of different scenarios accounts for some but not
all of the difference between the estimated price range and the valuation as of June 30, 2015;

    September 14, 2015
Page 4

 · the June 30, 2015 valuation took into account the uncertainty surrounding the public offering in terms of the likelihood of
success, timing and price. The estimated price range necessarily assumes that the initial public offering has occurred, that a
public market for our common stock has been created, and therefore excludes any discount for lack of marketability of our common
stock, which was factored in the June 30, 2015 valuation. Accordingly, the previously used private company valuation methodology
is no longer applicable;

 · the proceeds of a successful initial public offering would substantially strengthen our balance sheet by increasing our cash
and cash equivalents. Additionally, the completion of this offering would provide us with access to the public company debt and
equity markets and a lower cost of capital following the public offering. These projected improvements in our financial position
influenced the estimated price range;

 · the price that investors are willing to pay in this offering, for which the estimated price range is intended to serve as an
estimate, may take into account other things that have not been expressly considered in our prior valuations but matter to investors
in their own subjective and qualitative assessment of our company, are thus not objectively determinable and that valuation models
are not able to quantify; and

 · in the public markets we believe there are investors who may apply more qualitative valuation criteria to certain of our clinical
assets than the valuation methods applied in our valuations.

    September 14, 2015
Page 5

Common Stock Valuation from
October 11, 2013 through April 1, 2015

The Company notes that a discussion of the
valuation of its common stock from October 11, 2013 through April 1, 2015 has been included on pages 59-62 of the Registration
Statement.

Valuation of Common Stock as of June 30, 2015

The Company further advises the Staff that
it intends to include disclosure generally consistent with the below analysis in a pre-effective amendment to the Registration
Statement that would be filed shortly before the commencement of the road show for the IPO, which is consistent with the valuation
methodology used by the Company in connection with its prior option or equity issuances and previously disclosed in the Registration
Statement.

Valuation of Common Stock as of June
30, 2015

At June 30, 2015, the Company utilized a hybrid of a PWERM and
an OPM. Specifically the Company incorporated a PWERM under an IPO scenario. The PWERM modeled potential valuations under an IPO,
allocated that value among the various classes of equity, and then discounted to present value, assuming an IPO with a preferred
equity financing round. Additionally, a 20% probability of exiting under a sale to a strategic buyer and an 80% probability of
successfully completing an IPO was ascribed. The results of the PWERM and OPM were probability weighted to arrive at an enterprise
value as shown below.

    Backsolve Round
    Series C-2 @ $6.36

    Date
    6/30/2015

    Exit Strategy
    Strategic Buyer
    IPO

    Years to Exit
    2.5
    0.26

    Volatility to Exit
    68.6%
    68.4%

    DLOM
    15%
    14%

    Common price post DLOM
    $0.81
    $8.41

    Probability
    20%
    80%

    Common price (probability weighted)
    $6.90

The increase in value was attributable primarily
to a shorter expected holding period under the IPO scenario, which reduced the present value factor and lessened the calculated
DLOM.

Destruction of this Unredacted Letter Pursuant to Rule 418
Under the Securities Act of 1933

The Company further requests, pursuant to
Rule 418 under the Securities Act of 1933, as amended, that this unredacted letter be destroyed promptly following the Staff’s
completion of its review of such information.

* * * * * * *

    September 14, 2015
Page 6

The Company respectfully requests the Staff’s
assistance in completing its review of the supplemental information contained herein as soon as possible. Please advise us if we
can provide any further information or assistance to facilitate your review, and please contact me at (215) 994-2562 if you have
any questions regarding the Registration Statement or the foregoing information.

Sincerely,

/s/ Derick S. Kauffman

Derick S. Kauffman

    Cc:
    Alla Berenshteyn

    Daniel Greenspan

    Brian A. Leuthner

    Edge Therapeutics, Inc.

    Mitchell S. Bloom

    Arthur R. McGivern

    Goodwin Procter LLP

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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

June 10 , 2015

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. 5 to Draft Registration Statement on Form S-1
Submitted May 20, 2015
  CIK No. 0001472091

Dear Mr. Leuthner:

We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration sta tement, we may have additional
comments.

General

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 con summation 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.

Brian A. Leuthner
Edge  Therapeutics, Inc.
June 10 , 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.

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 ag reement
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 o r 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 Item 601(b)(10) of Regulation S -K.

If you intend to respond to these comments with an amended draft registration state ment,
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
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

Brian A. Leuthner
Edge  Therapeutics, Inc.
June 10 , 2015
Page 3

 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 Torney at (202) 551 -3652 or Mary Mast at (202) 551 -3613 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alla Berenshteyn at (202) 551 -4325, Dan Greenspan at (202) 551 -3623 or me  at (202)
551-3715 with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

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

Brian A. Leuthner
Edge  Therapeutics, Inc.
June 10 , 2015
Page 4

December 17 , 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. 4  to Draft Registration Statement on Form S -1
Submitted December 4 , 2014
CIK No. 0001472091

Dear Mr. Leuthner:

We have reviewed your amended  draft registration statement and have the following
additional comment . In some 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
Critical  Accounting Policies and Significant Judgments and Estimates
Fair Value of Common Stock
Valuation of Common Stock as of March 27, 2014, page 59

1. Please disclose the results of the valuation performed as of March 27, 2014 to include
how the assumptions have  changed from the prior most recent valuation and the
estimated common stock per share price.

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

Brian A. Leuthner
Edge Therapeutics, Inc.
December 17 , 2014
Page 2

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 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, Dan Greenspan at (202) 551 -3623, or m e at (202)
551-3715 with any other questions.

Sincerely,

         /s/ Jeffrey P. Riedler

Jeffrey P. R iedler
Assista nt Direct or

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

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

June 6 , 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. 1 to  Draft Registration Statement on Form S -1
Submitted May 19 , 2014
CIK No. 0001472091

Dear Mr. Leuthner:

We have reviewed your amended  draft registration statement and have the following
additional comments. In some 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 comments apply 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 these com ments and your
amended confidential draft registration state ment or filed registration state ment, we may have
additio nal co mments.

Clinical Results, pages 69 -71

1. We note your revised disclosure reporting datasets and observations from the first
completed cohort of the NEWTON trial and the dataset from patients who received EG -
1962 at HHU Medical Center.  In particular, we note your references as to both datasets
regarding “favorable outcomes.”  Please clarify your disclosure throughout this section to
quantify your results, explain how you are measuring them, and disclose your criteria for
considering an outcome favorable.

2. We note your response to our prior comme nt 12 and your expanded disclosure on page 70
regarding ITAs.  Given that there are no standardized enrollment criteria and there is no
need for regulatory approval prior to conducting the ITAs, please disclose here the extent
to which you may rely on the results of the ITA in future regulatory filings with the FDA.

Brian A. Leuthner
Edge Therapeutics, Inc.
June 6 , 2014
Page 2

If you intend to respond to these comments 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
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 request 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 may contact Christine Torney at (202) 551 -3652 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, 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

April  17, 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.
Confidential Draft Registration Statement on Form S -1
Submitted March 21, 2014
CIK No. 0001472091

Dear Mr. Leuthner:

We have reviewed your confidential draft registration statement and have the following
comments. In some 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 publicl y filing your registration state ment
on EDGAR.  If you do  not believe our comments apply 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 res ponse to these com ments and your
amended confidential draft registration state ment or filed registration state ment, we may have
additio nal co mments.

General

1. Please sub mit all outstanding exhibits as soon as prac ticable.  We may have further
comments upon  examination of these exhibits.

2. Please provide us proofs of all graphic, visual or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.
Please note that we may have comments regarding this material.

3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Sec tion 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please

Brian A. Leuthner
Edge Therapeutics, Inc.
April 17 , 2014
Page 2

 supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities A ct of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Prospectus Summary, page 1

4. Please define the term “pancreatic trypsin inhibitor” the first t ime it is used and briefly
explain how it functions to prevent recurrent bleeding on the surface of the brain.

Our Product Candidates, page 2

5. We refer you to the pipeline chart included on page 2.  Given the considerable
uncertainty inherent in the clini cal development process, you should delete the reference
to a “TBD” candidate in the chart, especially considering that you have not yet selected
an active pharmaceutical ingredient for this candidate.  Please also revise the chart as it
appears on page 63 .

Our Team, page 3

6. Please reconcile the list of your CEO’s past employers with the list that appears in his
biograph y on page 88.

Risks Associated with Our Business, pages 4 -5

7. The risks disclosed in your prospectus summary should present the most material risks to
investors and should be reasonably specific.  In this regar d, the risks described in several
bullet points appear to be boilerplate.  Please provide more details, including but not
limited to your total accumulated deficit in bullet point 2, the specific third parties and
contracts on which you are dependent in bu llet point 9, and the specific employees you
consider key employees in bullet point 10.

Risk Factors
“If we are unable to protect our intellectual property rights…,” page 29

8. Please revise this risk factor to include a brief discussion of your most material patents,
the product candidates or technology to which they relate, the jurisdictions in which they
were granted, and the expected expiration date of the patent protection.  Additionally, if
the patents are subject to a license agreement that may be terminated resulting in the loss
of patent protection, please so disclose.

Brian A. Leuthner
Edge Therapeutics, Inc.
April 17 , 2014
Page 3

 Use of Proceeds, page 39

9. Please provide disclosure as to the approximate amount of proceeds that you expect to
devote to each of  the NEWTON trial and the planned Phase 3 trial for EG1962
separately.  Additionally, please disclose your best estimate  of what the application of
these proceeds  will allow you to accomplish as to eac h trial.

Critical Accounting Policies and Significant Judgments and Estimates
Fair Value of Common Stock, page 52

10. We may have c omments on your accounting for stock compensation or any beneficial
conversion features once you have disclosed an estimated offering price.  Please
supplementally provide us with a quantitative and qualitative analysis explaining the
difference between th e estimated offering price and the fair value of each equity issuance
since October 11, 2013 through the date of effectiveness.

Management’s Discussion and Analysis
Operating Capital Requirements, page 57

11. We note your estimation that current cash and est imated proceeds from this offering will
be sufficient to meet cash requirement through the completion of a single Phase 3 trial for
EG-1062.  Please additionally provide a related estimation of the time frame through
which these funds will last.

Busines s
Clinical Results, page 66

12. We note your discussion of the clinical findings from the Heinrich Heine University
Medical Center trial.  Please clarify who sponsored and  conducted  this trial, how it was
funded, and its primary purpose.  Please further clarify the signifi cance of the “Individual
Therapeutic Approaches,” or ITAs, used as part of this trial, and describe how this
approach differs, if at all, from a standard clinical trial.

13. Please clarify what you mean by the term “meta -data analysis” on page 67.  Please
further disclose what other clinical trial you refer to on this page in which 403 patients
were treated with the current standard of care, and provide specific disclosure as to how
you measured significance in your conclusion that EG -1962 had “significantly b etter
outcomes” than the patients in that trial.

Planned Clinical Development, page 69

14. We note your disclosure in this section of the reasons you believe the FDA may support
your proposal to conduct a single pivotal Phase 3 trial pending positive re sults from the
NEWTON trial.  In support of the belief, you discuss prior findings of safety and efficacy

Brian A. Leuthner
Edge Therapeutics, Inc.
April 17 , 2014
Page 4

 for oral nimodipine and the deficiencies of the current standard of care.  You should
qualify this discussion by reference to intravenous treatment wi th nimodipine, and
disclose that the FDA issued an alert in 2006 warning that nimodipine, when
administered intravenously, can lead to serious adverse events, including death.  To the
extent material, please discuss the dangers specific to intravenous admi nistration, as
opposed to the U.S. approved oral administration, and clarify whether such dangers pose
a risk to perceived or actual safety of EG -1962.

Regulatory Pathway, page 70

15. We note your disclosure on this page that based on a meeting with the FDA, EG -1962
qualifies for the Section 505(b)(2) pathway.  Please disclose all material details of this
meeting with the FDA here, including the purpose of the meeting and its results.  Please
also clarify in disclosure here and on page 62 that although you may pursue this pathway,
approval pursuant to 505(b)(2) was not guaranteed by the FDA at the meeting.

EG-1962 for tSAH, page 70

16. Please identify  the published research to which you refer indicating that nimodipine
might improve outcomes after traumatic brain injury  (TBI) , and additionally d isclose
whether such research was peer -reviewed.  You need not provide full citations.

17. To the extent they are different from the research referenc ed in the above comment,
please provide more details on the studies referenced on page 71 in TBI patients,
including who sponsored and  conducted  the studies, the size of the tSAH subgroup, and
the meaning of “a significant increase” regarding favorable outcomes in that subgroup.

Our Precisa Development Platform, page 73

18. Please revise your disclosure to expand this section.  Specifically, please explain in
greater detail how Precisa allows you to create polymer -based therapeutics capable of
delivering therapeutics to t he site of injury.  Please further clarify how you “program”
Precisa with a specific blend of polymers in order to obtain a specific release profile.  In
your expanded disclosure, please avoid overly -complex scientific terminology that could
be confusing t o a reasonable investor.

19. We note your reference to Precisa as a “proprietary” platform.  Please clarify in
disclosure how the platform is proprietary.  In this regard, it does not appear that you
have patent protection for the Precisa platform generally, and the foundation (PLGA) is a
polymer that has been in use since the 1970s.

Brian A. Leuthner
Edge Therapeutics, Inc.
April 17 , 2014
Page 5

 License Agreement with Evonik, page 76

20. We note your dis closure on page 75  that patent  applications relating to this agreement
cover “a process for producing a substantially pure polymorphic form of a bioactive
agent encapsulated in microparticles” and “a semisolid delivery system containing
microparticles comp rising a substantially pure crystalline form of a polymorphic
bioactive agent.”  Please clarify how these patent applications relate to you r Precisa
platform, if at all.   Please be sure to address what sort of protection the patents, if issued,
would provide for EG -1962 and/or EG01964 (e.g., composition of matter, method of use,
etc.).

European Union Drug Review Approval, page 87

21. Please include a description of how the abbreviated pathway to approval referenced on
page 70 functions in the European Union.

Employment Agreements, pages 95 -96

22. Please briefly disclose the manner and methodology pursuant to which  bonuses may be
awarded to  your named executive officers under their employment agreements.

Shares Eligible for Future Sale
Lock -up Agreements, page 115

23. Please file the form of lock -up agreement as an exhibit to your registration statement.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and an y associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we ma y 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 request confidential treatment of in formation 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.

Brian A. Leuthner
Edge Therapeutics, Inc.
April 17 , 2014
Page 6

 You may contact Christine Torney at  (202) 551 -3652 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, Dan Greenspan at (202) 551 -3623, or me at (202)
551-3715 with any o ther questions.

Sincerely,

         /s/ Daniel  Greenspan for

Jeffrey P. R iedler
Assista nt Direct or

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