SecProbe.io

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 April 17, 2025

Peter Fetzer
Partner
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202

 Re: ZEVRA THERAPEUTICS, INC.
 PRRN14A filed April 16, 2025
 Filed by the Mangless Group
 SEC File No. 1-36913
Dear Peter Fetzer:

 We have reviewed your filing 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 these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.
All defined terms have the same meaning as in the revised proxy statement.

PRRN14A filed April 16, 2025
Cover Page

1. Refer to the new disclosure in the second full paragraph on page 3. We
do not
 understand the reference to "any of the prior nominees who are not
directors," since
 all of the prior Mangless nominees were elected in 2023. Please revise
or advise.
Proposal 1. Election of Directors, page 9

2. Item 7(b) of Schedule 14A requires disclosure of information regarding
transactions
 with related persons. See Item 404(a) of Regulation S-K. Nominee Dr.
Mickle served
 as Chief Executive Officer of the Company until January 2023 and as its
President
 and director until April 2023, and thereafter provided consulting
services to the
 Company until October 2024. Provide the information required by Item
404(a) for the
 period from January 1, 2023 through the date of the proxy statement. See
also, Item
 April 17, 2025
Page 2

 404(d) of Regulation S-K and the Instructions to that Item, as to
smaller reporting
 companies.
Solicitation; Expenses, page 17

3. Refer to comment 16 in our last comment letter. The revised disclosure
here does not
 address the last sentence of that comment, where we asked you to state
in the proxy
 statement whether, if you achieve a majority on the board of directors
after this
 election, you will seek reimbursement for the expenses incurred in the
2023
 solicitation. Please revise to address.
4. We note the new disclosure in the last paragraph of this section. Please
revise to
 clarify what you mean by the statement that "Mr. Regan alone is
responsible for this
 retainer and any expenses associated with the same." Since Mr. Regan is
both a
 nominee, and in control of Regan & Associates, Inc., the proxy solicitor
engaged for
 this solicitation, it is unclear whether this means that Mr. Regan will
waive the fees
 for the solicitation, but would seek reimbursement for them if your
solicitation is
 successful. Please clarify. In addition, revise to enumerate the
"certain expenses" that
 may be payable to Regan & Associates, Inc. if your solicitation is
successful,
 including the maximum amount of such expenses, if applicable.
Form of Proxy Card, page 22

5. We note that Mr. John Bode is listed on your proxy card in the following
manner:
 "The undersigned appoints Daniel J. Mangless and John B. Bode, and each
of them,
 attorneys and agents with full power of substitution to vote all shares
of common
 stock of Zevra Therapeutics, Inc. which the undersigned would be
entitled to vote if
 personally present at the 2025 Annual Meeting..." Since Mr. Bode is not
a current
 nominee nor listed as a participant in this solicitation, but is a
current director of the
 Company, please confirm the reference to Mr. Bode as a designated proxy
holder here
 by revising or advising.

6. The presentation of the Company's nominees on your proxy card is
confusing because
 the text advises shareholders not to vote "for the following two Company
nominees 1c
 to 1d." However, the Company nominees are labelled below that statement
as 1d and
 1e. Please revise.
General

7. See our comment above regarding fees that may be payable to Regan &
Associates,
 Inc., both for this year's solicitation and the solicitation that
occurred in 2023. Item
 5(b) of Schedule 14A requires disclosure about each participant's direct
and indirect
 interests in a solicitation, which is not limited solely to share
ownership. Revise the
 proxy statement generally to clearly disclose that one of the nominees
is a principal at
 and/or owner of Regan & Associates, Inc., and any fees payable to him as
a result,
 including with respect to the 2023 solicitation. In addition, note that
Item 7(b) of
 Schedule 14A and Item 401(a) of Regulation S-K require disclosure of any
 arrangement or understanding between any nominee and any other person,
pursuant to
 which such nominee was selected as a director candidate. Please revise
to describe, if
 April 17, 2025
Page 3

 applicable.
8. In new disclosure on pages 11 and 15 of the revised proxy statement, you
indicate that
 abstentions and broker non-votes will be considered votes against
Proposal 2.
 However, the Company's proxy statement indicates that broker non-votes
will have no
 effect on the outcome of the vote on Proposal 2. Please revise or
advise.
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Christina Chalk at 202-551-3263.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
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 April 11, 2025

Peter Fetzer
Partner
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202

 Re: ZEVRA THERAPEUTICS, INC.
 PREC14A filed April 10, 2025
 Filed by the Mangless Group
 SEC File No. 1-36913
Dear Peter Fetzer:

 We have reviewed your filing 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 these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.
All defined terms used here have the same meaning as in your proxy statement.

PREC14A filed April 10, 2025
Letter to Shareholders, page i

1. We note the following statement in the Letter to Shareholders: "While
the election at
 Zevra s 2023 Annual Meeting of Stockholders brought about important
change,
 including new leadership with extensive commercial experience, many
other
 important issues remain unresolved to the detriment of all Zevra
stockholders." As
 you allude to here, three of your Nominees were elected and have been
members of
 the Company's board of directors since 2023. If both of your current
Nominees are
 also elected, a majority of Zevra's board will be represented by your
Nominees. In this
 context, it would be important for shareholders to understand what
specific changes at
 Zevra they would attempt to effectuate. Please revise the proxy
statement generally to
 describe any plans or any agenda items, including where you reference
"unresolved
 issues" or "poor practices," and to generally be more specific about
things you believe
 April 11, 2025
Page 2

 should be changed and how you would change them. See also our comments
below.
Reasons for the Solicitation, page 8

2. Please expand to specifically identify the "poor governance practices"
at Zevra which
 you assert are part of the reason you are conducting this solicitation.
Describe any
 efforts made by your Nominees who were elected in 2023 and remain
current board
 members to improve such practices since they were elected.
Proposal 1, Election of Directors, page 9

3. We note the following statement in this section of the proxy statement:
"The
 Proponent is not seeking to acquire control of the Company." Balance
this disclosure
 by revising to note that if both of your Nominees are elected to the
board of directors,
 combined with your three Nominees who were elected in 2023, they will
represent a
 majority of the board.
Voting and Voting Procedures, page 12

4. Refer to the first sentence under "How do I vote by proxy?" on page 12.
The
 disclosure should be clarified to address the fact that the three
identified voting
 options are available only for Proposal 2, and that there is a
"WITHHOLD" option for
 Proposal 1 but no ability to abstain. See our comment below regarding
the need to
 describe the effect of each voting option, pursuant to Item 21(b) of
Schedule 14A.
What happens if I return a BLUE proxy card but give voting instructions for
fewer than two
candidates?, page 14

5. Since there are only two board seats up for election at the annual
meeting, the
 reference to the plural "Nominees" in the last sentence of this section
should be
 clarified. Please revise.
What if I return a WHITE proxy card but give voting instructions for more than
two
candidates?, page 14

6. The reference to a WHITE proxy card in the heading to this section
appears to be an
 error, since you are using a blue card. Please revise or advise.
When are stockholder proposals and director nominations due for next year's
annual
meeting?, page 15

7. Provide the disclosure required by Rule 14a-5(e)(4) regarding the notice
required by
 Rule 14a-19. See CDI 139.03 under "Proxy Rules" on our Web site at
www.sec.gov,
 and in particular, the guidance applicable where the Company's bylaw
provisions do
 not require the same disclosure as Rule 14a-19. It appears from the
Company's proxy
 statement that the Company's bylaw provisions may not mirror the
information
 required by Rule 14a-19. Please revise or advise.
Solicitation; Expenses, page 16

8. Note that if both of your Nominees are elected, directors you have
nominated will
 represent a majority of the board and may effectively give you the
ability to receive
 reimbursement from the Company for the expenses incurred in this
solicitation. Please
 April 11, 2025
Page 3

 revise your disclosure to reflect this. In addition, note whether you
will seek
 reimbursement for the expenses incurred for the prior solicitation in
2023.
Additional Participant Information, page 16

9. In the first sentence of this section, you identify the persons that
"are anticipated to
 be" participants in the solicitation. Revise to definitively state the
participants in the
 solicitation and avoid using the language cited in any future soliciting
materials.
10. Refer to the last sentence of this section, where you state that you
will deliver a proxy
 statement and form of proxy to holders of "at least 67% of the holders
of the
 Company's voting shares in order to comply with Rule 14a-19(a)(3) under
the
 Exchange Act." However, Rule 14a-19(a)(3) requires you to undertake to
solicit the
 holders of shares representing at least 67% of the voting power of
shares entitled to
 vote on the director election. Please revise.
Form of Proxy Card, page 17

11. Please revise to mark the form of proxy card as "Preliminary." See Rule
14a-6(e).
12. We note the reference to where proxy materials are available on the form
of the proxy
 card. If shareholders may access your proxy filings on a Web site you
have
 established pursuant to Rule 14a-16, consider also including that
citation in the body
 of the proxy statement.
General

13. In an appropriate part of the proxy statement, describe the effect of a
"WITHHOLD"
 or "ABSTAIN" vote on Proposals 1 and 2, respectively. See Item 21(b) of
Schedule
 14A.
14. Describe the circumstances under which brokers will have discretionary
authority to
 vote on the matters to be presented at the annual meeting, if they do
not receive
 instructions from their clients.
15. As previously discussed, we have identified multiple posts by nominee
Arthur Regan
 on the "Stocktwits" platform relating to this contest that appear to be
soliciting
 materials. These solicitations were made before the Mangless Group's
proxy statement
 was filed, were not filed on EDGAR, and did not contain the legend and
participant
 information required by Rule 14a-12. Please advise, including by
addressing how
 these activities comply with the proxy rules. We also direct your
attention to
 Compliance and Disclosure Interpretation 164.02 (Satisfying Legend and
Hyperlink
 Requirements) (April 21, 2014), which provides guidance on electronic
 communications including social media postings.
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Christina Chalk at 202-551-3263.
 April 11, 2025
Page 4

 Sincerely,

 Division of Corporation Finance
 Office of Mergers & Acquisitions
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CORRESP
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CORRESP

 Zevra Therapeutics, Inc.

1180 Celebration Boulevard, Suite 103

Celebration, FL 34747

 June 10, 2024

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Alan
Campbell

Re:
 Zevra Therapeutics, Inc.

Registration Statement on Form S-3

Filed June 4, 2024

Registration No. 333-279941

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form
S-3 (Registration No. 333-279941) (the “Registration Statement”) of Zevra Therapeutics, Inc. (the “Company”), so that the Registration
Statement become effective as of 9:00 a.m., Eastern Time, on June 13, 2024, or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the staff.

Please contact Nathan Ajiashvili of Latham & Watkins LLP, counsel to the Company, at (212)
906-2916 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Thank you for your assistance in this matter.

Very truly yours,

ZEVRA THERAPEUTICS, INC.

By:

/s/ R. LaDuane Clifton

Name:

R. LaDuane Clifton, MBA, CPA

Title:

Chief Financial Officer, Secretary and Treasurer

cc:
 Neil F. McFarlane, Zevra Therapeutics, Inc.

Timothy J. Sangiovanni, CPA, Zevra Therapeutics, Inc.

Nathan Ajiashvili, Latham & Watkins LLP

Cheston J. Larson, Latham & Watkins LLP

United States securities and exchange commission logo
June 7, 2024
R. LaDuane Clifton, MBA, CPA
Chief Financial Officer, Secretary and Treasurer
Zevra Therapeutics, Inc.
1180 Celebration Boulevard, Suite 103
Celebration, FL 34747
Re:Zevra Therapeutics, Inc.
Registration Statement on Form S-3
Filed June 4, 2024
File No. 333-279941
Dear R. LaDuane Clifton:
            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:       Nathan Ajiashvili, Esq.

CORRESP
1
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CORRESP

 Zevra Therapeutics, Inc.

1180 Celebration Boulevard, Suite 103

Celebration, FL 34747

 April 4, 2024

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Tim
Buchmiller

Re:
 Zevra Therapeutics, Inc.

Registration Statement on Form S-3

Filed February 2, 2024

Registration No. 333-276856

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form
S-3 (Registration No. 333-276856) (the “Registration Statement”) of Zevra Therapeutics, Inc. (the “Company”), so that the
Registration Statement become effective as of 4:00 p.m., Eastern Time, on April 8, 2024, or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the staff.

Please contact Nathan Ajiashvili of Latham & Watkins LLP, counsel to the Company, at (212)
906-2916 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Thank you for your assistance in this matter.

Very truly yours,

ZEVRA THERAPEUTICS, INC.

By:

 /s/ R. LaDuane Clifton, CPA

 Name:   R. LaDuane Clifton, CPA

 Title:   Chief Financial Officer, Secretary and Treasurer

cc:
 Neil F. McFarlane, Zevra Therapeutics, Inc.

Timothy J. Sangiovanni, CPA, Zevra Therapeutics, Inc.

Nathan Ajiashvili, Latham & Watkins LLP

Cheston J. Larson, Latham & Watkins LLP

CORRESP
1
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CORRESP

 Zevra Therapeutics, Inc.

1180 Celebration Boulevard, Suite 103

Celebration, FL 34747

 March 6, 2024

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Tim
Buchmiller

Re:
 Zevra Therapeutics, Inc.

Registration Statement on Form S-3

Filed February 2, 2024

Registration No. 333-276856

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on February 14, 2024, in which we requested acceleration of the effective date of the Registration Statement on Form S-3 (Registration No. 333-276856) (the “Registration Statement”) of Zevra Therapeutics, Inc. (the “Company”), so that the Registration Statement become effective as of 5:00 p.m.,
Eastern Time, on March 6, 2024, or as soon thereafter as practicable (the “Requested Effective Time”). We are no longer requesting that such Registration Statement be declared effective at the Requested
Effective Time, and we hereby formally withdraw our request for acceleration of the effective date until providing further notice.

 Please
contact Nathan Ajiashvili of Latham & Watkins LLP, counsel to the Company, at (212) 906-2916 if you have any questions or concerns regarding this matter.

Thank you for your assistance in this matter.

Very truly yours,

ZEVRA THERAPEUTICS, INC.

By:

 /s/ R. LaDuane Clifton, CPA

Name:

R. LaDuane Clifton, CPA

Title:

Chief Financial Officer, Secretary and Treasurer

CC:
 Neil F. McFarlane, Zevra Therapeutics, Inc.

Timothy J. Sangiovanni, CPA, Zevra Therapeutics, Inc.

Nathan Ajiashvili, Latham & Watkins LLP

Cheston J. Larson, Latham & Watkins LLP

CORRESP
1
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CORRESP

 Zevra Therapeutics, Inc.

1180 Celebration Boulevard, Suite 103

Celebration, FL 34747

 February 14,
2024

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Tim
Buchmiller

Re:
 Zevra Therapeutics, Inc.

 
 Registration Statement on Form S-3

 
 Filed February 2, 2024

 
 Registration No. 333-276856

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on February 12, 2024, in which we requested acceleration of the effective date of the Registration Statement on Form S-3 (Registration No. 333-276856) (the “Registration Statement”) of Zevra Therapeutics, Inc. (the “Company”), so that the Registration Statement become effective as of 4:00 p.m.,
Eastern Time, on February 14, 2024, or as soon thereafter as practicable (the “Requested Effective Time”). We are no longer requesting that such Registration Statement be declared effective at the Requested Effective
Time, and we hereby formally withdraw our request for acceleration of the effective date until providing further notice.

 Please contact
Nathan Ajiashvili of Latham & Watkins LLP, counsel to the Company, at (212) 906-2916 if you have any questions or concerns regarding this matter.

Thank you for your assistance in this matter.

Very truly yours,

ZEVRA THERAPEUTICS, INC.

By:

/s/ R. LaDuane Clifton, CPA

Name: R. LaDuane Clifton, CPA

Title: Chief Financial Officer, Secretary and Treasurer

CC:
 Neil F. McFarlane, Zevra Therapeutics, Inc.

Timothy J. Sangiovanni, CPA, Zevra Therapeutics, Inc.

Nathan Ajiashvili, Latham & Watkins LLP

Cheston J. Larson, Latham & Watkins LLP

CORRESP
1
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CORRESP

 Zevra Therapeutics, Inc.

1180 Celebration Boulevard, Suite 103

Celebration, FL 34747

 February 14,
2024

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Tim
Buchmiller

Re:
 Zevra Therapeutics, Inc.

 
 Registration Statement on Form S-3

 
 Filed February 2, 2024

 
 Registration No. 333-276856

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form
S-3 (Registration No. 333-276856) (the “Registration Statement”) of Zevra Therapeutics, Inc. (the “Company”), so that the
Registration Statement become effective as of 5:00 p.m., Eastern Time, on March 6, 2024, or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the staff.

Please contact Nathan Ajiashvili of Latham & Watkins LLP, counsel to the Company, at (212)
906-2916 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Thank you for your assistance in this matter.

Very truly yours,

ZEVRA THERAPEUTICS, INC.

By:

/s/ R. LaDuane Clifton, CPA

Name: R. LaDuane Clifton, CPA

Title: Chief Financial Officer, Secretary and Treasurer

cc:
 Neil F. McFarlane, Zevra Therapeutics, Inc.

Timothy J. Sangiovanni, CPA, Zevra Therapeutics, Inc.

Nathan Ajiashvili, Latham & Watkins LLP

Cheston J. Larson, Latham & Watkins LLP

CORRESP
1
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CORRESP

 Zevra Therapeutics, Inc.

1180 Celebration Boulevard, Suite 103

Celebration, FL 34747

 February 12,
2024

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Tim
Buchmiller

Re:
 Zevra Therapeutics, Inc.

Registration Statement on Form S-3

Filed February 2, 2024

Registration No. 333-276856

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form
S-3 (Registration No. 333-276856) (the “Registration Statement”) of Zevra Therapeutics, Inc. (the “Company”), so that the
Registration Statement become effective as of 4:00 p.m., Eastern Time, on February 14, 2024, or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the staff.

Please contact Nathan Ajiashvili of Latham & Watkins LLP, counsel to the Company, at (212)
906-2916 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Thank you for your assistance in this matter.

Very truly yours,

ZEVRA THERAPEUTICS, INC.

By:

/s/ R. LaDuane Clifton, CPA

Name:

R. LaDuane Clifton, CPA

Title:

Chief Financial Officer, Secretary and Treasurer

cc:
 Neil F. McFarlane, Zevra Therapeutics, Inc.

Timothy J. Sangiovanni, CPA, Zevra Therapeutics, Inc.

Nathan Ajiashvili, Latham & Watkins LLP

Cheston J. Larson, Latham & Watkins LLP

United States securities and exchange commission logo
February 7, 2024
R. LaDuane Clifton, CPA
Chief Financial Officer, Secretary and Treasurer
Zevra Therapeutics, Inc.
1180 Celebration Boulevard, Suite 103
Celebration, FL 34747
Re:Zevra Therapeutics, Inc.
Registration Statement on Form S-3
Filed February 5, 2024
File No. 333-276856
Dear R. LaDuane Clifton:
            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 Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Ajiashvili, Esq.

CORRESP
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CORRESP

 October 6, 2023

VIA EDGAR

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Joshua Gorsky

Re:
 Zevra Therapeutics, Inc.

Registration Statement on Form S-4

Filed September 28, 2023

(Commission File No. 333-274758)

Dear Sir or Madam:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, Zevra Therapeutics, Inc. (the “Company”) hereby requests that the Registration Statement referred to above be declared effective on Tuesday, October 10, 2023 at 4:30 p.m. E.T. or as soon thereafter
as shall be practicable.

 Very truly yours,

 /s/ R. LaDuane
Clifton, CPA

By:
 R. LaDuane Clifton, CPA

Chief Financial Officer, Secretary and Treasurer

cc:
 Robert J. Endicott

Bryan Cave Leighton Paisner LLP

United States securities and exchange commission logo
October 4, 2023
R. LaDuane Clifton, CPA
Chief Financial Officer, Secretary and Treasurer
Zevra Therapeutics, Inc.
1180 Celebration Boulevard, Suite 103
Celebration, FL 34747
Re:Zevra Therapeutics, Inc.
Registration Statement on Form S-4
Filed September 29, 2023
File No. 333-274758
Dear R. LaDuane Clifton:
            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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Stephanie M. Hosler, Esq.

United States securities and exchange commission logo
March 10, 2023
Phillip Torrence
Partner
Honigman LLP
650 Trade Centre Way, Suite 200
Kalamazoo, MI 49002
Re:Zevra Therapeutics, Inc.
Preliminary Proxy Statement on Schedule 14A filed by Daniel Mangless
Filed March 3, 2023
File No. 001-36913
Dear Phillip Torrence:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed March 3, 2023
General
1.Please note that the correct EDGAR tag for the initial filing would have been PREC14A,
rather than PREN14A. Please use correct tags in the future, including PRRN14A for an
amended preliminary filing.
2.Please switch the order of Proposals 2 and 3, so that they track the order found in the
Company's proxy statement.
3.Please provide the information for Daniel J. Mangless required by Item 5(b)(1)(ii), (viii),
and (xii) of Schedule 14A.  For the participant nominees, please provide the disclosure
required by Item 5(b)(1)(viii) and (xii) of Schedule 14A.
4.We note the references to votes "withheld" on pages 14 and 19. However, with respect to
proposals 2 and 3, there is no "WITHHOLD" voting option. Please revise, or advise.

 FirstName LastNamePhillip Torrence
 Comapany NameHonigman LLP
 March 10, 2023 Page 2
 FirstName LastNamePhillip Torrence
Honigman LLP
March 10, 2023
Page 2
5.We note the following disclosure on page 5:  "Your broker cannot vote your shares of
Common Stock on non-routine matters on your behalf without your instructions."  To
avoid confusion, please clarify the disclosure so as to avoid the implication that certain
matters may be non-routine in these circumstances.  It is our understanding that brokers
who receive and pass along your soliciting materials to their beneficial owner clients will
not have any discretionary authority to vote the relevant underlying shares in the absence
of instructions from the relevant beneficial owners.  Please revise the disclosure, or
advise.
6.We note the disclosure at the bottom of page 15 regarding the recommendation and
intended voting with respect to Proposal 3.  Such disclosure is inconsistent with related
disclosure with respect to Proposal 3 that appears on the proxy card.  Please reconcile and
ensure consistent treatment throughout the proxy statement and proxy card.
Reasons for Our Solicitation, page 8
7.We note the disclosure at the bottom of page 10 regarding the possibility of additional or
substitute nominees.  Please qualify such disclosure by referring to limits that may apply
to the Proponent's approach in this regard as a result of the Company's organizational
documents or applicable law, as has been disclosed elsewhere on pages 13 and 31.
Additional Participant Information, page 21
8.We note the reference to Rule 14a-19(b)(3) on page 21.  It appears that the reference
should be to Rule 14a-19(a)(3).  Please revise accordingly, or advise.
Appendix B, page 25
9.Please clarify the meaning of "Transfer" for the action taken on March 1, 2021.
Proxy Card, page 31
10.Please mark the proxy card as preliminary.  See Rule 14a-6(e)(1).
11.Please describe the treatment of proxies voted for too few nominees.  See Rule 14a-
19(e)(7).  In this regard, the existing disclosure on page 18 with respect to an undervote
may be repeated here.
12.Please provide a more detailed description of the bylaw repeal proposal.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNamePhillip Torrence
 Comapany NameHonigman LLP
 March 10, 2023 Page 3
 FirstName LastName
Phillip Torrence
Honigman LLP
March 10, 2023
Page 3
            Please direct any questions to Michael Killoy at (202) 551-7576 or David Plattner at
(202) 551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
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	zvra20230305_corresp.htm

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers Acquisitions

100 F Street, N.E.

Washington, D.C. 20549-6010

March 6, 2023

			Attention:

			Michael Killoy

			Christina Chalk

			Re:

			Zevra Therapeutics, Inc.

			Preliminary Proxy Statement on Schedule 14A

			Filed February 27, 2023

			File No. 001-36913

Dear Mr. Killoy and Ms. Chalk:

We respectfully set forth below our responses to the comments of the staff of the Securities and Exchange Commission (the “Staff”) communicated in its letter addressed to the Zevra Therapeutics, Inc., a Delaware corporation (“we,” “us,” “our,” or the “Company”), dated March 3, 2023. For ease of reference, each of the Staff’s comments are reproduced below in bold and are followed by the Company’s responses.

Preliminary Proxy Statement on Schedule 14A filed February 27, 2023

When are stockholder proposals and director nominations due for next year’s annual meeting?, page 10

Staff Comment: 1. Please provide the disclosure required by Rule 14a-5(e)(4). See Item 1(c) of Schedule 14A and Rule 14d-19(b).

Company Response: We acknowledge the Staff’s comment and respectfully advise the Staff that, consistent with Rule 14a-19(b) and the Staff’s guidance in Compliance and Disclosure Interpretation 139.03, we have revised our preliminary proxy statement (the “proxy statement”) to clarify that the Rule 14a-5(e)(4) deadline will be the same date as the deadline for submissions of director nominations under the Company’s advance notice bylaws. Specifically, we have added the following bolded disclosure on page 10 of the proxy statement, with the actual deadline to be added in our definitive proxy statement:

“In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19(b) under the Exchange Act by the deadline for submitting director nominations under our bylaws, as described in the paragraph above.”

Annex A. Information Concerning Participants in the Company’s Solicitation of Proxies, page A-1

Staff Comment: Please disclose the information required by Item 5(b)(1)(iii) of Schedule 14A, which requires you to disclose whether or not any of the specified individuals have been involved in any proceedings.

Company Response: We acknowledge the Staff’s comment and respectfully advise the Staff that we have revised Annex A of the proxy statement to provide the required disclosure.

General

Staff Comment: 3. For proposals 2 and 3, please disclose the effect of an “ABSTAIN” vote. See Item 21(b) of Schedule 14A.

Company Response: We acknowledge the Staff’s comment and advise the Staff that we have revised page 9 of the proxy statement to provide the required disclosure.

If you require additional information or have any questions about this letter, please call me at (321) 939-3416.

Sincerely,

/s/ R. LaDuane Clifton

R. LaDuane Clifton

Chief Financial Officer

Zevra Therapeutics, Inc.

			CC (via email):

			Richard W. Pascoe, Chief Executive Officer, Zevra Therapeutics, Inc.

			Nathan Ajiashvili, Latham & Watkins LLP

			Joshua M. Dubofsky, Latham & Watkins LLP

			Jenna B. Cooper, Latham & Watkins LLP

2

United States securities and exchange commission logo
March 3, 2023
R. LaDuane Clifton
Chief Financial Officer
Zevra Therapeutics, Inc.
1180 Celebration Boulevard, Suite 103
Celebration, FL 34747
Re:Zevra Therapeutics, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 27, 2023
File No. 001-36913
Dear R. LaDuane Clifton:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms have the same meaning as in the proxy statement.
Preliminary Proxy Statement on Schedule 14A filed February 27, 2023
When are stockholder proposals and director nominations due for next year's annual meeting?,
page 10
1.Please provide the disclosure required by Rule 14a-5(e)(4).  See Item 1(c) of Schedule
14A and Rule 14d-19(b).
Annex A. Information Concerning Participants in the Company's Solicitation of Proxies, page A-
1
2.Please disclose the information required by Item 5(b)(1)(iii) of Schedule 14A, which
requires you to disclose whether or not any of the specified individuals have been
involved in any proceedings.

 FirstName LastNameR. LaDuane Clifton
 Comapany NameZevra Therapeutics, Inc.
 March 3, 2023 Page 2
 FirstName LastName
R. LaDuane Clifton
Zevra Therapeutics, Inc.
March 3, 2023
Page 2
General
3.For proposals 2 and 3, please disclose the effect of an "ABSTAIN" vote.  See Item 21(b)
of Schedule 14A.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Michael Killoy at (202) 551-7576 or Christina Chalk at
(202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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KemPharm, Inc.

1180 Celebration Boulevard, Suite 103

Celebration, FL 34747

(321) 939-3416

July 8, 2021

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:     Jessica Ansart

Re:       KemPharm, Inc.

Registration Statement on Form S-3

File No. 333-257661

Acceleration Request

Requested Date:     Monday, July 12, 2021

Requested Time:     4:30 p.m. Eastern Time

Ladies and Gentlemen:

KemPharm, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on Monday, July 12, 2021 at 4:30 p.m. Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Brent Siler, Mark Ballantyne and Won Lee of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Brent Siler of Cooley LLP at (202) 728-7040 or in his absence, Mark Ballantyne of Cooley LLP at (703) 456-8084 or Won Lee of Cooley LLP at (720) 566-4238.

[Signature Page Follows]

Very truly yours,

KemPharm, Inc.

By: /s/ R. LaDuane Clifton

Name:   R. LaDuane Clifton

Title:     Chief Financial Officer, Secretary and Treasurer

			cc:

			Travis C. Mickle, KemPharm, Inc.

			Brent Siler, Cooley LLP

			Mark Ballantyne, Cooley LLP

			Won Lee, Cooley LLP

			James Seery, Duane Morris LLP

			Kelly Carr, Duane Morris LLP

			Alex Pherson, Duane Morris LLP

United States securities and exchange commission logo
July 7, 2021
R. LaDuane Clifton, CPA
Chief Financial Officer
KemPharm, Inc.
1180 Celebration Boulevard, Suite 103
Celebration, FL 34747
Re:KemPharm, Inc.
Registration Statement on Form S-3
Filed July 2, 2021
File No. 333-257661
Dear Mr. Clifton:
            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 Jessica Ansart at (202) 551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brent Siler

CORRESP
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KemPharm, Inc.

1180 Celebration Boulevard, Suite 103

Celebration, FL 34747

(321) 939-3416

July 2, 2021

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:     Celeste Murphy and Fredrick Philantrope

Re:       KemPharm, Inc.

Registration Statement on Form S-3

File No. 333-257433

Acceleration Request

Requested Date:     Wednesday, July 7, 2021

Requested Time:     4:30 p.m. Eastern Time

Ladies and Gentlemen:

KemPharm, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on Wednesday, July 7, 2021 at 4:30 p.m. Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Brent Siler, Mark Ballantyne and Won Lee of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Brent Siler of Cooley LLP at (202) 728-7040 or in his absence, Mark Ballantyne of Cooley LLP at (703) 456-8084 or Won Lee of Cooley LLP at (720) 566-4238.

[Signature Page Follows]

Very truly yours,

KemPharm, Inc.

By: /s/ R. LaDuane Clifton

Name:   R. LaDuane Clifton

Title:     Chief Financial Officer, Secretary and Treasurer

			cc:

			Travis C. Mickle, KemPharm, Inc.

			Brent Siler, Cooley LLP

			Mark Ballantyne, Cooley LLP

			Won Lee, Cooley LLP

			Charles Phillips, Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
July 1, 2021
Travis C. Mickle
President, Chief Executive Officer and Chairman of the Board
KEMPHARM, INC
1180 Celebration Boulevard, Suite 103
Celebration, FL 34747
Re:KEMPHARM, INC
Registration Statement on Form S-3
Filed June 25, 2021
File No. 333-257433
Dear Dr. Mickle:
            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 Celeste Murphy at (202) 551-3257 or Fredrick Philantrope at (202) 551-
6875 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew P. Dubofsky, Esq.

CORRESP
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KemPharm, Inc.

1180 Celebration Boulevard, Suite 103

Celebration, FL 34747

(321) 939-3416

February 11, 2021

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:     Tim Buchmiller

Re:       KemPharm, Inc.

Registration Statement on Form S-3

File No. 333-252903

Acceleration Request

Requested Date:     Tuesday, February 16, 2021

Requested Time:     4:30 p.m. Eastern Time

Ladies and Gentlemen:

KemPharm, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on February 16, 2021 at 4:30 p.m. Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Brent Siler, Mark Ballantyne and Won Lee of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Brent Siler of Cooley LLP at (202) 728-7040 or in his absence, Mark Ballantyne of Cooley LLP at (703) 456-8084 or Won Lee of Cooley LLP at (720) 566-4238.

[Signature Page Follows]

Very truly yours,

KemPharm, Inc.

By: /s/ R. LaDuane Clifton

Name:   R. LaDuane Clifton

Title:     Chief Financial Officer, Secretary and Treasurer

			cc:

			Travis C. Mickle, KemPharm, Inc.

			Brent Siler, Cooley LLP

			Mark Ballantyne, Cooley LLP

			Won Lee, Cooley LLP

			Charles Phillips, Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
February 11, 2021
R. LaDuane Clifton, CPA
Chief Financial Officer
KemPharm, Inc.
1180 Celebration Boulevard, Suite 103
Celebration, FL 34747
Re:KemPharm, Inc.
Registration Statement on Form S-3
Filed February 9, 2021
File No. 333-252903
Dear Mr. Clifton:
            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 Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew P. Dubofsky, Esq.

CORRESP
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CORRESP

 KemPharm, Inc.

1180 Celebration Boulevard, Suite 103

Celebration, FL 34747

(321) 939-3416

January 20, 2021

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Alan Campbell

Re:
 KemPharm, Inc.

Registration Statement on Form S-3

File No. 333-252078

Acceleration Request

 Requested
Date:     Friday, January 22, 2021

 Requested Time:    4:30 p.m. Eastern Time

 Ladies and Gentlemen:

 KemPharm, Inc. (the
“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on January 22, 2021 at 4:30 p.m. Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the
Commission. The Registrant hereby authorizes each of Brent Siler, Mark Ballantyne and Won Lee of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Brent Siler of Cooley LLP at (202) 728-7040 or in his absence, Mark Ballantyne of Cooley LLP at (703) 456-8084 or Won Lee of Cooley LLP at (720)
566-4238.

 [SIGNATURE PAGE FOLLOWS]

Very truly yours,

KEMPHARM, INC.

By:

 /s/ R. LaDuane Clifton

Name:

R. LaDuane Clifton

Title:

Chief Financial Officer, Secretary and Treasurer

cc:
 Travis C. Mickle, KemPharm, Inc.

Brent Siler, Cooley LLP

 Mark
Ballantyne, Cooley LLP

 Won Lee, Cooley LLP

Jonathan Weiner, Katten Muchin Rosenman LLP

United States securities and exchange commission logo
January 19, 2021
Travis C. Mickle, Ph.D.
President and Chief Executive Officer
KemPharm, Inc.
1180 Celebration Boulevard, Suite 103
Celebration, FL 34747
Re:KemPharm, Inc.
Registration Statement on Form S-3
Filed January 13, 2021
333-252078
Dear Dr. Mickle:
            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:       Brent B. Siler

CORRESP
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CORRESP

 KemPharm, Inc.

1180 Celebration Boulevard, Suite 103

Celebration, FL 34747

(321) 939-3416

January 5, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Jeffrey Gabor

Re:
 KemPharm, Inc.

Registration Statement on Form S-1

File No. 333-250945

Acceleration Request

 Requested
Date:    Thursday, January 7, 2021

 Requested Time:    4:30 p.m. Eastern Time

Ladies and Gentlemen:

 KemPharm, Inc. (the
“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on January 7, 2021 at 4:30 p.m. Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the
Commission. The Registrant hereby authorizes each of Brent Siler, Mark Ballantyne and Nathan Jeffries of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Brent Siler of Cooley LLP at (202) 728-7040 or in his absence, Nathan Jeffries of Cooley LLP at (720) 566-4104.

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

KEMPHARM, INC.

By:

 /s/ R. LaDuane Clifton

Name:

R. LaDuane Clifton

Title:

Chief Financial Officer, Secretary and Treasurer

cc:
 Travis C. Mickle, KemPharm, Inc.

Brent Siler, Cooley LLP

 Nathan
Jeffries, Cooley LLP

 Charles Phillips, Ellenoff Grossman & Schole LLP

Matthew B. McCullough, Ellenoff Grossman & Schole LLP

CORRESP
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CORRESP

 Roth Capital Partners, LLC

888 San Clemente Drive

Newport Beach, CA 92660

 January 5,
2021

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, DC 20549

Re:
 KemPharm, Inc. (the “Company”)

Registration Statement on Form S-1 (File
No. 333-250945)

 Ladies and Gentlemen:

In connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), Roth Capital Partners, LLC, as the representative of the underwriters, hereby joins in the request of the Company that the effective date of such registration statement be accelerated to 4:30 p.m. (Eastern time) on Thursday,
January 7, 2021, or as soon thereafter as practicable.

 In making this request the undersigned acknowledges that it is aware of its
obligations under the Act as they relate to the public offering of securities pursuant to the registration statement.

 [Signature Page
Follows]

Very truly yours,

ROTH CAPITAL PARTNERS, LLC,

As the Representative of the Underwriters

By:

 /s/ Aaron M. Gurewitz

Name:

Aaron M. Gurewitz

Title:

Head of Equity Capital Markets

United States securities and exchange commission logo
December 2, 2020
Travis C. Mickle, Ph.D.
Chief Executive Officer
KemPharm, Inc.
1180 Celebration Boulevard, Suite 103
Celebration, FL 34747
Re:KemPharm, Inc.
Registration Statement on Form S-1
Filed November 25, 2020
File No. 333-250945
Dear Dr. Mickle:
            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:       Matthew P. Dubofsky, Esq.

CORRESP
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	kmph20200408_corresp.htm

			April 8, 2020

			Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Paul Fischer

			RE:
			KemPharm, Inc. (the "Registrant")

			Registration Statement on Form S-3

			File No. 333-234235

			Acceleration Request

			Requested Date:
			April 10, 2020

			Requested Time:
			4:00 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the Registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) to become effective on April 10, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance. The Registrant hereby authorizes each of Brent Siler and Nathan Jeffries of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Brent Siler of Cooley LLP at (202) 728-7040, or in his absence Nathan Jeffries of Cooley LLP at (720) 566-4104.

Very truly yours,

/s/ R. LaDuane Clifton

R. LaDuane Clifton, CPA

Chief Financial Officer, Secretary and Treasurer

			cc:
			Travis C. Mickle, KemPharm, Inc.

			Brent Siler, Cooley LLP

			Nathan Jeffries, Cooley LLP

CORRESP
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CORRESP

 Brent B. Siler

+1 202 728 7040

bsiler@cooley.com

 October 31, 2019

 United
States Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Paul Fischer and Mary Beth Breslin

Re:
 KemPharm, Inc.

Registration Statement on Form S-3

Filed on October 16, 2019

File No. 333-234235

Ladies and Gentlemen:

 On behalf of our client, KemPharm, Inc.
(the “Company”), we are submitting this letter in response to a comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by
letter dated October 25, 2019 (the “Comment Letter”), relating to the Company’s registration statement on Form S-3 (File No. 333- 234235) filed with the Commission on
October 16, 2019 (the “Registration Statement”). For convenience, we have incorporated the text of the Comment Letter into this response letter.

Registration Statement on Form S-3, filed on October 16, 2019

Choice of Forum, page 15

1.
 We note that your forum selection provision in the Certificate of Incorporation filed as Exhibit 3.1
identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or the
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 revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder. If the 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.

 Cooley LLP    1299 Pennsylvania Avenue, NW, Suite
700    Washington, DC    20004-2400

 t: (202) 842-7800 f:
(202) 842-7899 cooley.com

 October 31, 2019

 Page Two

 Response: The Company acknowledges the Staff’s comment and respectfully advises
that it plans to update the prospectuses included within the Registration Statement by incorporating by reference disclosure included in its Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2019, to be filed with the Commission no later than November 14, 2019, to clarify that the Company’s forum selection provision does not apply to actions arising under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended. The Company will include a similar clarifying statement in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

**********

 The Company respectfully requests
the Staff’s assistance in completing the review of the Registration Statement as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further
comments or questions regarding the Registration Statement or this response letter to me at (202) 728-7040. Thank you.

Sincerely,

/s/ Brent B. Siler

Brent B. Siler

cc:
 Travis C. Mickle, Ph.D., KemPharm, Inc.

R. LaDuane Clifton, CPA, KemPharm, Inc.

Matthew P. Dubofsky, Cooley LLP

Cooley LLP    1299 Pennsylvania Avenue, NW, Suite 700    Washington,
DC    20004-2400

 t: (202) 842-7800 f: (202)
842-7899 cooley.com

October 25, 2019
R. LaDuane Clifton
Chief Financial Officer
KemPharm, Inc.
1180 Celebration Boulevard, Suite 103
Celebration, FL 34747
Re:KemPharm, Inc.
Registration Statement on Form S-3
Filed on October 16, 2019
File No. 333-234235
Dear Mr. Clifton:
            We have limited our review of your registration statement to those issues we have
addressed in our comment. Please respond to this letter by amending your registration statement
and providing the requested information.  If you do not believe our comment applies to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why in
your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3, filed on October 16, 2019
Choice of Forum, page 15
1.We note that your forum selection provision in the Certificate of Incorporation filed as
Exhibit 3.1 identifies the Court of Chancery of the State of Delaware as the exclusive
forum for certain litigation, including any "derivative action." Please disclose whether this
provision applies to actions arising under the Securities Act or the 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 revise your prospectus to state that there
is uncertainty as to whether a court would enforce such provision and investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder. If the provision does not apply to actions arising under the Securities Act or

 FirstName LastNameR. LaDuane Clifton
 Comapany NameKemPharm, Inc.
 October 25, 2019 Page 2
 FirstName LastName
R. LaDuane Clifton
KemPharm, Inc.
October 25, 2019
Page 2
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 Paul Fischer, Staff Attorney, at 202-551-3415, or Mary Beth Breslin,
Legal Branch Chief, at 202-551-3625, with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew Dubofsky, Esquire

CORRESP
1
filename1.htm

SEC Acceleration Request

 October 13, 2016

VIA EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Mail Stop 4720

 Washington, D.C. 20549

Attn:
Suzanne Hayes

Jeffrey Gabor

Re:
KemPharm, Inc.

Registration Statement on Form S-3

File No. 333-213926

Acceleration Request

Requested Date:

Monday, October 17, 2016

Requested Time:

4:00 P.M. Eastern Daylight Time

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-213926) (the “Registration Statement”) to become effective on October 17, 2016, at 4:00 p.m., Eastern Daylight
Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”). This request for acceleration is subject, however, to your receiving a
telephone call prior to such time from Cooley LLP, counsel to the Registrant, confirming this request. The Registrant hereby authorizes each of Brent Siler, Matthew Dubofsky, Mark Ballantyne and Nathan Jeffries of Cooley LLP to make such request on
its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with Brent Siler of Cooley LLP, counsel to the
Registrant, at (202) 728-7040, or in his absence, any of Matthew Dubofsky at (720) 566-4244, Mark Ballantyne at (703) 456-8084 or Nathan Jeffries at (720) 566-4104.

 [Signature page follows]

Very truly yours,

KemPharm, Inc.

By:

 /s/ R. LaDuane Clifton

R. LaDuane Clifton

Chief Financial Officer

cc:
Travis C. Mickle, KemPharm, Inc.

Brent B. Siler, Cooley LLP

Matthew P. Dubofsky, Cooley LLP

Mail Stop 4546

 October 12 , 2016

Travis C. Mickle , Ph.D.
President and Chief Executive Officer
KemPharm  Inc.
2656 Crosspark Road, Suite 100
Coralville, IA 52241

Re: KemPharm  Inc.
  Registration Statement on Form S-3
Filed  October  2, 2016
  File No.  333-213926

Dear  Dr. Mickle :

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,

 /s/ Mary Beth B reslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Matthew P. Dubofsky , Esq.
 Cooley  LLP

CORRESP
1
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Acceleration Request - Company

 April 13, 2015

VIA EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Mail Stop 4720

 Washington, D.C. 20549

Attn:

Mr. Jeffrey Riedler

Mr. Preston Brewer

Re:

KemPharm, Inc.

Registration Statement on Form S-1

File No. 333-202660

Acceleration Request

Requested Date:

Wednesday, April 15, 2015

Requested Time:

4:00 P.M. Eastern Daylight Time

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-202660) (the “Registration Statement”) to become effective on April 15, 2015, at 4:00 p.m., Eastern Daylight
Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”). This request for acceleration is subject, however, to your receiving a
telephone call prior to such time from Cooley LLP, counsel to the Registrant, confirming this request. The Registrant hereby authorizes each of Brent Siler, Matthew Dubofsky, Mark Ballantyne and Nathan Jeffries of Cooley LLP to make such request on
its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with Brent Siler of Cooley LLP, counsel to the
Registrant, at (202) 728-7040, or in his absence, any of Matthew Dubofsky at (720) 566-4244, Mark Ballantyne at (703) 456-8084 or Nathan Jeffries at (720) 566-4104.

In connection with this request, the Registrant acknowledges that:

•

should the Commission or 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;

•

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

•

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

Very truly yours,

KemPharm, Inc.

By:

 /s/ Travis C. Mickle

Travis C. Mickle, Ph.D.

President and Chief Executive Officer

cc:

Gordon K. Johnson, KemPharm, Inc.

James C.T. Linfield, Cooley LLP

Brent B. Siler, Cooley LLP

Matthew P. Dubofsky, Cooley LLP

David Pollack, Morgan, Lewis & Bockius LLP

CORRESP
1
filename1.htm

CORRESP

 Brent B. Siler

 T:
+1 202 728 7040

 bsiler@cooley.com

 VIA EDGAR

April 3, 2015

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Mail
Stop 4720

 Washington, D.C. 20549

Attn:
Mr. Jeffrey Riedler

Ms. Keira Nakada

Mr. Jim Rosenberg

Mr. Preston Brewer

Mr. Daniel Greenspan

Re:
KemPharm, Inc.

Registration Statement on Form S-1

Filed March 11, 2015

File No. 333-202660

 Ladies and Gentlemen:

On behalf of our client, KemPharm, Inc. (the “Company”), we are responding to the comment of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated March 31, 2015 (the “Comment Letter”) relating to the Company’s
above referenced Registration Statement on Form S-1 filed on March 11, 2015 (the “Registration Statement”), as amended by Amendment No. 1 to the Registration Statement filed on April 3, 2015 (the
“Amendment”). For the Staff’s reference, we are also delivering both a clean copy of the Amendment and a copy marked to show all changes from the Registration Statement filed on March 11, 2015.

Set forth below are the Company’s responses to the Staff’s comments set forth in the Comment Letter. The numbering of the paragraph below
corresponds to the numbering of the comment, which for your convenience we have incorporated into this response letter.

 Non-Management
Directors, page 126

1.
Please expand the discussion concerning Mr. Tierney to provide a discussion of his employment, if any, during 2012.

ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703)
456-8000 F: (703) 456-8100 WWW.COOLEY.COM

 April 3, 2015

Page Two

 Response to Comment 1:

The Company respectfully advises the Staff that Dr. Tierney was not employed during 2012. Accordingly, as discussed with the Staff, the
Company has not expanded its discussion concerning Dr. Tierney in the Amendment.

 *     *     *

 The Company acknowledges that:

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

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

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

 *     *     *

Please fax any additional comment letters concerning the Amendment to (202) 842-7899 and direct any questions or comments concerning this response
letter to either the undersigned at (202) 728-7040 or Matthew P. Dubofsky, of Cooley LLP’s Colorado office, at (720) 566-4244.

Sincerely,

        Cooley LLP

         /s/ Brent B.
Siler

         Brent B. Siler

cc:
Gordon K. Johnson, KemPharm, Inc.

James C. T. Linfield, Cooley LLP

Matthew P. Dubofsky, Cooley LLP

David W. Pollak, Morgan, Lewis & Bockius LLP

ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703)
456-8000 F: (703) 456-8100 WWW.COOLEY.COM

March 31 , 2015

Via E -Mail
Gordon K. Johnson
Chief Financial Officer
KemPharm, Inc.
2656 Crosspark Road, Suite 100
Coralville, IA 52241

Re: KemPharm, Inc.
Registration Statement on Form S -1
Filed March 11, 2015
  File No. 333-202660

Dear Mr. Johnson:

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

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our 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 this comment , we may have  additional comments.

Non-Management Directors, page 126

1.   Please expand the discussion concerning  Mr. Tierney to pr ovide a d iscussion of his
employment, if any, during 2012.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of  1933 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

Gordon K. Johnson
KemPharm , Inc.
March 31 , 2015
Page 2

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

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

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

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

You may contact Keira Nakada at (202) 551 -3659 or Jim Rosenberg at (202) 551 - 3679 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Preston Brewer at (202) 551-3969 , 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
 Brent Siler, Esq.
 Matthew P. Dubofsky , Esq.
 Cooley LLP

CORRESP
1
filename1.htm

CORRESP

 Matthew P. Dubofsky

 +1 720 566 4244

mdubofsky@cooley.com

VIA EDGAR AND FEDEX

 March 24, 2015

 United
States Securities and Exchange Commission

 100 F Street, N.E.

Mail Stop 4720

 Washington, D.C. 20549

Attn:

Mr. Jeffrey Riedler

Ms. Keira Nakada

Mr. Jim Rosenberg

Mr. Preston Brewer

RE:

KemPharm, Inc.

Registration Statement on Form S-1

Registration No. 333-202660

 FOIA Confidential Treatment Request

The entity requesting confidential treatment is

 KemPharm, Inc.

 2656 Crosspark Road, Suite 100

 Coralville, IA 52241

Attn: Gordon K. Johnson

 Telephone: (319) 665-2575

Ladies and Gentlemen:

 On behalf of our client KemPharm, Inc.
(the “Company”), please find below supplemental information in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated January 15, 2015.

 Because of the commercially sensitive nature of 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 Office of Freedom of Information and Privacy Act Operations 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. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and
Privacy Act Operations 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.

 CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED

 ASTERISKS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO

 17
CFR §200.83

 380 INTERLOCKEN CRESCENT, SUITE 900, BROOMFIELD, CO 80021-8023 T: (720) 566-4000 F: (720) 566-4099
WWW.COOLEY.COM

 March 24, 2015

Page Two

 To assist the Staff in its review of the Company’s Registration Statement on Form S-1 (File
No. 333-202660) (the “Registration Statement”), the Company supplementally advises the Staff that on March 13, 2015, Cowen and Company, LLC and RBC Capital Markets, LLC, the lead underwriters for the Company’s
proposed initial public offering (“IPO”) and on behalf of the underwriters, advised the Company that, based on current market conditions, they would recommend a preliminary estimated price range of between $[*] and $[*] per
share of the Company’s common stock for the IPO (the “Preliminary IPO Price Range”). The Company expects to effect a reverse stock split prior to the IPO, but the Preliminary IPO Price Range shown above and all other
per-share numbers in this letter are presented on a pre-split basis.

 The reverse stock split ratio has not yet been determined and the price range of the
common stock may change. Accordingly, the Company hereby advises the Staff that the Company intends to file a pre-effective amendment to its Registration Statement with a preliminary prospectus that will include a bona fide post-split estimated
public offering price range prior to the distribution of any preliminary prospectus. This price range will be no more than $2.00, if the maximum price is $10.00 per share or less, or 20%, if the maximum price is greater than $10.00 per share.

As described beginning on page 84 of the Registration Statement, the most recent contemporaneous valuation of the Company’s common stock was as of
December 31, 2014 and based on that valuation the Company granted options to acquire its common stock on January 20, 2015 and March 2, 2015 with an exercise price equal to $1.15 per share. In approving the January 2015 and March 2015
option grants, the Company’s board of directors determined that on each grant date no significant business or market developments had occurred since the valuation date of December 31, 2014 that would warrant a change in the valuation of
the Company’s common stock.

 The Company respectfully submits to the Staff that the increase in value between the December 31, 2014 valuation
report and the Preliminary IPO Price Range is reasonable. Specifically, the probability weighted expected return method used in the Company’s December 31, 2014 valuation yielded a valuation of $1.15 per share, after allocation of the
Company’s equity value to the classes of the Company’s capital stock based on the rights and preferences for each class of stock, and application of a discount factor to reflect a discount rate of the common stock and the time value of
money for the period from December 31, 2014 until the assumed date of a liquidity event, as multiplied by the estimated probability of multiple liquidation scenarios. The per share value of $1.15 in the Company’s December 31, 2014
valuation was based on an 80% probability of an IPO by March 31, 2015 and a 5% probability of an IPO by June 30, 2015. In contrast, the Preliminary IPO Price Range is for a single outcome that necessary assumes that the IPO has occurred
and a public market for the Company’s common stock has been created. As a result, unlike the valuations performed in connection with the company’s option grants as a private company, the Preliminary IPO Price Range excludes any discount
for the Company’s

CERTAINCONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED

ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO

17 CFR §200.83

 380
INTERLOCKEN CRESCENT, SUITE 900, BROOMFIELD, CO 80021-8023 T: (720) 566-4000 F: (720) 566-4099 WWW.COOLEY.COM

 March 24, 2015

Page Three

common stock and takes into account that the IPO would provide significant cash proceeds to the Company to help fuel its growth and substantially strengthen its balance sheet. As an illustration
of these factors, the Company submits to the Staff that had the Company assumed a 100% probability of an IPO by March 31, 2015 or June 30, 2015, respectively, the December 31, 2014 valuation report would have produced a per share
value, on an pre-discount basis, equal to $[*] or $[*], respectively.

 Further, there are other factors that support the discount in the December 31,
2014 valuation determination, as compared to the Preliminary IPO Price Range. Importantly, in March 2015, subsequent to the public filing of the Registration Statement and subsequent to the March 2, 2015 option grants, the Company and its IPO
underwriters received an indication of interest from one of its existing investors (which is a leading, life science institutional investor and a significant security holder in the Company) to purchase a meaningful number of shares contemplated to
be offered in the IPO. The Company and its IPO underwriters believe that the reputation of this investor and its indication of interest may encourage other investors to purchase shares in the IPO. Without the support of this investor, the Company
believes the IPO may have been delayed or the price range would be lower.

 In addition, the discount in the December 31, 2014 valuation, as compared
to the Preliminary IPO Price Range, is supported by (i) the inherent uncertainty of completing a successful initial public offering, (ii) the possibility that the actual initial public offering price could be substantially lower than the
Preliminary IPO Price Range recommended by the Company’s underwriters and (iii) the 180-day lock-up agreement to which the shares underlying the stock options will be subject following the initial public offering.

In summary, the Company respectfully submits that the deemed per-share fair values used as the basis for determining stock-based compensation in connection
with its stock option grants, including those since December 31, 2014, are reasonable and appropriate for the reasons described herein and in the Registration Statement. As a result, the Company does not propose to increase the amount of its
previously recorded stock-based compensation expense as a result of the underwriters’ preliminary estimate.

 We hereby further request, pursuant to
Rule 418(b) under the Securities Act of 1933, as amended, the return of the unredacted version of this letter. The Company believes that return of the supplemental information contained in this letter will protect the interests of investors and is
consistent with the provisions of the Freedom of Information Act by maintaining in confidence the potential valuation of the Company that may, if disseminated, negatively impact the trading in the stock of the Company following the IPO. The Company
advises the Staff that it has not filed the supplemental information subject to this request in electronic format. Please return this letter to the Company, in care of the undersigned, a responsible representative of the Company, at 380 Interlocken
Crescent, Suite 900, Broomfield, CO 80021-8023.

 CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED

 ASTERISKS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO

 17 CFR §200.83

380 INTERLOCKEN CRESCENT, SUITE 900, BROOMFIELD, CO 80021-8023 T: (720) 566-4000 F: (720) 566-4099 WWW.COOLEY.COM

 March 24, 2015

Page Four

 *  *   *   *

If you have any questions or comments with regard to this matter, please do not hesitate to contact the undersigned at (720) 566-4244 or Mark Ballantyne,
of Cooley LLP’s Reston office, at (703) 456-8084.

Very truly yours,

/s/ Matthew P. Dubofsky

Matthew P. Dubofsky

cc:
Gordon K. Johnson, KemPharm, Inc.

 David W. Pollak, Morgan, Lewis & Bockius LLP

James C. T. Linfield, Cooley LLP

Brent B. Siler, Cooley LLP

 CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED

 ASTERISKS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO

 17 CFR §200.83

380 INTERLOCKEN CRESCENT, SUITE 900, BROOMFIELD, CO 80021-8023 T: (720) 566-4000 F: (720) 566-4099 WWW.COOLEY.COM

February 10 , 2015

Via E -Mail
Gordon K. Johnson
Chief Financial Officer
KemPharm, Inc.
2656 Crosspark Road, Suite 100
Coralville, IA 52241

Re: KemPharm, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S -1
Submitted January 26, 2015
  CIK No. 0001434647

Dear Mr. Johnson:

We have reviewed your amended 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 resp ond 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 statement, we may have additional
comments.

General

1. We note your disclosure on pages 29, 57 and 73 where you describe the royalty rate that
MonoSol RX LLC may receive under various circumstances as low-double -digit. You
should instead  describe the royalty rate as a range less than 10% , such as teens, twenties,
low teens, low twenties, etc. , as applicable. Please revise your disclosure accordingly.

We face substantial competition…, page 37

2. Please revise your disclosure on pages 38 , 108 and 109 to identify the leading competing
brand name and generic products that will compete with KP303, KP415, KP511 and
KP606 , in addition to naming th e competing companies as previously requested.

Gordon K. Johnson
KemPharm, Inc.
February 10 , 2015
Page 2

 Anti-takeover provisions in our certificate of incorporation…, page 57

3. On page 57, your disclosure states “[i]n addition, the provisions of our termination
agreement with a third party and our agreements wit h Deerfield may discourage, delay or
prevent a change in control of our company .” Revise to identify the referenced third party
as MonoSol RX.

Market and Industry Data, page 63

4. We reissue  our prior comment 7 .  Please revise your disclosure to remove the  language
added to this section in the current amendment and to remove the language that we
previously requested be deleted or alternately state that you are responsible for all of the
disclosure you provide in the prospectus.

Business, page 90

5. We note that your disclosure  regarding the asset purchase agreement with Shire is spread
throughout the prospectus. Please revise the business section  to provide a comprehensive
description of the material terms of that agreement under one heading.  In your respon se,
you should also explain  to us  the basis for your apparent conclusion that this is not an
affiliated agreement that would require identification as such under “Related Party
Transactions” as Travis C. Mickle Ph.D. is a party to this agreement.

Princip al Stockholders, page 149

6. Your revised disclosure in response to prior comment 13 does not include the requested
statement that James E. Flynn is the sole beneficial owner of the shares held of record by
Deerfield Private Design Fund III.   Accordingly, please revise your disclosure in
Footnote 1 to so state.

Warrants on Common Stock, page F -20

7. Your response to prior comment 16 indicates terms of the Underwriter Warrants not
currently disclosed herein.   Please revise this note to describe these and any other
significant terms.

Gordon K. Johnson
KemPharm, Inc.
February 10 , 2015
Page 3

 You may contact Keira Nakada at (202) 551 -3659 or Jim Rosenberg at (202) 551 - 3679 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Preston Brewer at (202) 551 -3969 or me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc: Via E -Mail
 Brent Siler, Esq.
 Cooley LLP

January 15 , 2015

Via E -Mail
Gordon K. Johnson
Chief Financial Officer
KemPharm, Inc.
2656 Crosspark Road, Suite 100
Coralville, IA 52241

Re: KemPharm, Inc.
Draft Registration Statement on Form S -1
Submitted December 19, 2014
  CIK No. 0001434647

Dear Mr. Johnson:

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 amendmen t 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 statement,  we may have  additional
comments.

General

1. We note your disclosure throughout the prospectus regarding the Asset Purchase
Agreement, dated as of March 21, 2012  and the Agreement to Terminate CLA , dated
March 20, 2012.   Please revise your disclosure  wherever appropriate  to discuss the
connection bet ween these two agreements and clarify what the Agreement to Terminate
CLA ended and why the parties executed it.  You should also disclose all material terms
of both agreements  in the Business section . Further, you should disclose the identities of
all of the parties to the Agreement to Terminate throughout the prospectus and in the list
of exhibits. In that regard, you should be clear about any material agreements you  have
enter ed into with an y officer, director, principal shareholder, founder or affiliate .  Any
such agreement should also be identified in “Related Party Transactions” beginning on
page 141 as a related party transaction.

Gordon K. Johnson
KemPharm, Inc.
January 15 , 2015
Page 2

 Our Pipeline of NME Prodrug Product Candidates, page 3

2. Please revise y our product pipeline table on page s 3 and 92  to sub stitute the Phase (i.e.,
Phase I, Phase II, or Phase III) for “Clinical Trials” in the third column  (i.e., under the
heading “Development Status”).

The Offering, page 9

3. Please revise your disclosure on pages 9, 11 and 64 to state the number of warrants t o
purchase common stock that will be outstanding after completion of the offering.

If the FDA does not conclude that our product candidates are…, page 17

4. Please revise this risk factor to disclose that the acronym “REMS” stands for Risk
Evaluation and Mitigation Strategy.

We face substantial competition, which may result in others discovering, page 37

5. Please revise this risk factor to identify competing products for KP511 and KP606  and
the names of the competing companie s.

We will incur increased costs and demands upon management…, page 60

6. We note your disclosure stating that you anticipate incurring “additional legal, accounting
and other expenses in operating as a public company.  Please expand this risk factor to
include an estimate of the additional l egal, accounting and other costs you expect to incur
as public company.

Market and Industry Data, page 62

7. We note your disclosure that the “prospectus includes statistical and other industry and
market data that we obtained from industry publications an d research, surveys and studies
conducted by third parties” and that those resources “generally indicate that their
information has been obtained from sources believed to be reliable, although they do not
guarantee the accuracy or completeness of such info rmation.” A reader may infer from
this disclosure that you are not responsible for some of the information in the prospectus.
Please revise to exclude such language or  state that you are responsible for the referenced
informat ion in the prospectus, includi ng estimates and information provided by IMS
Health Incorporated.

Gordon K. Johnson
KemPharm, Inc.
January 15 , 2015
Page 3

 Research and Development, pages 75 and 76

8. Please disclose the costs incurred for each period presented and, in total, for periods prior
to the year ended December 31, 2012 for KP201/APAP .  For the remainder of your
research and development costs for each period presented, disclose the composition of
this cost by project or nature of cost distinguishing between discovery, preclinical and
clinical development categories, as applicable.  Pro vide explanation of period to period
fluctuations.

Overview, page 88
9. When you discuss your end -of-Phase 2 meeting with the FDA regarding KP201/APAP,
please summarize the nature of these discussions, relevant feedback from the FDA and
other material infor mation that was communicated between the parties.  Please also
discuss any other communications you have had with the FDA regarding any of your
product candidates, including the communications that formed the basis for your
statements that “[b]ased on comm unications with the FDA, we believe that no additional
efficacy trials will be required for KP201/APAP” and “the FDA has confirmed that
KP201/APAP is bioequivalent to Norco.”

Completed Clinical Trials, page 95

10. In view of the small number of subjects completing each of  the five completed studies,
please provide additional disclosure wherever you discuss the statistical significance of
the results in order to put it in an appropriate context. That disclosure should state that in
view of the small number  of subjects who completed the study and receiv ed either  the
product or the control, the p -values calculated are relatively unreliable. Please provide the
p-values from each completed study and explain what those values measure.
Furthermore, because of th e small number of subjects  who completed the study , the
results of future trials that include more subjects are more likely to show differing results.
You should also cite the small number of subjects and the resulting unreliability in the
bulleted list of  risks in the summary and in the risk factors section as a separate risk
factor.

Manufacturing, page 106

11. Your disclosure indicates that you contract with your sole source supplier Johnson
Mathey  Inc. for the manufacture of bulk quantities of KP201 used in KP201/APAP,
which is manufactured under contract by a third party.  Please revise your disclosure to
provide the name of your third party manufacturer of KP201/APAP and to disclose the
material terms of your contract with this manufacturer.  Also, you should file this
agreement as an exhibit.

Gordon K. Johnson
KemPharm, Inc.
January 15 , 2015
Page 4

 2013 Summary Compensation Table, page 131

12. We note your summary compensation table covers your 2013 fiscal year.  Now that your
2014 fiscal year has en ded, please  add FY2014 disclosure to the summary compe nsation
table on page 131 and update the rest of the compensation information to include your
FY2014 information.

Principal Stockholders, page 147

13. We note that James E. Flynn beneficially owns the shares held of record by Deerfiel d
Private Design Fund III indirectly through  his involvement with Deerfield Mgmt III, L.P.
and Deerfield Management Company, L.P.  You state that Mr. Flynn shares beneficial
ownership wit h those entities. However, as a natural person , it appears that Mr. Flynn is
actually the sole beneficial owner of those shares. Please revise Footnote 1 to explain
how Mr. Flynn exercises beneficial ownership but to also state that he is the sole
benefici al owner.

14. We note that Jonathan  S. Leff , one of your five “independent directors,” is a partner and
chairman of the Deerfield Institute  but beneficially owns no KemPharm, Inc. common
stock . Please advise us as to the relationship between the Deerfield I nstitute and the other
Deerfield entities  and why Mr. Leff is not reflected in the table as sharing beneficial
ownership of the shares held of record by Deerfiel d Private Design Fund III with Mr.
Flynn. Also, i f Mr. Leff acts as  Deerfield’s  or Mr. Flynn’s  representative on the board in
accordance with any arrangement or understand ing, written or otherwise, please disclose
such relationship and the arrangement or understand ing in the filing.

2.  Summary of Significant Accounting Policies, page F -7

15. Please p rovide a description of your accounting policy for patent costs, including related
legal expenses.

Warrants on Common Stock, page F -20

16. On page F -21, you state that the Underwriter Warrants did not meet the criteria for equity
classification.  Please tell us the terms of the Underwriter Warrants and the accounting
guidance you considered in making this determination.

17. We may have addition al comments on your accounting for equity issuances including
stock compensation, underwriter and preferred stock warrant liability, and beneficial
conversion features. Once you have an estimated offering price, please provide us an
analysis explaining the  reasons for the differences between recent valuations of your
common stock leading up to the IPO and the estimated offering price.

Gordon K. Johnson
KemPharm, Inc.
January 15 , 2015
Page 5

 Deerfield Facility Agreement, page F -37
18. Please tell us whether and, if so, how the effectiveness of the IPO will impact the
conversion of the Deerfield Convertible Notes and the exercisability of the Deerfield
Warrant into Series D Preferred.

Conversion of 2013 Convertible Notes Into Series D  Preferred, page F -38

19. Please tell us whether and, if so, how the effectiveness of the IPO will impact the
exercisability of the 2013 Warrants into Series D Preferred.

 Other Comments

20. Where the following terms first appear, please give the meaning and significance of such
terms in plain language that may be understood by a lay reader not acquainted with the
relevant industry or scientific field:

 “bioequivalent”;
 “bioavailability”;
 “statistical significance;
 “moiety”;
 “prodrugs”; and
 “new  molecular entity.”

21. Please submit all exhibits as soon as practicable. We may have further comments upon
examination of these exhibits.

22. Please confirm that the graphics included in your registration statement are the only
graphic, visual, or photographic  information you will use in your prospectus. If those are
not the only graphics, please provide any additional graphics prior to their use for our
review.

23. 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 Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

24. Your exhibit index indicates that  you have submitted a confidential treatment request
with respect to portions of certain of your exhibits. Please note that our comments on
your request for confidential treatment will be provided under separate cover.

Gordon K. Johnson
KemPharm, Inc.
January 15 , 2015
Page 6

 You may contact Keira Nakada at (2 02) 551 -3659 or Jim Rosenberg at (202) 551 - 3679 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Preston Brewer at (202) 551 -3969 or me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedle r

Jeffrey P. Riedler
Assistant Director

cc: Via E -Mail
 Brent Siler, Esq.
 Cooley LLP