Ohr Pharmaceutical, Inc.
800 Third Avenue, 11th Floor
New York, New York 10022
(212) 682-8452
•
June 5, 2019
Via EDGAR Correspondence
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.W.
Washington, D.C. 20549
| Re: | Ohr Pharmaceutical, Inc. | |
| Registration Statement on Form S-4 | ||
| Initially Filed March 8, 2019 | ||
| File No. 333- 230168 |
Ladies and Gentlemen:
Ohr Pharmaceutical, Inc. (the “Company”) is enclosing herewith an acceleration request with respect to the above captioned registration statement. In connection with such request, the Company hereby 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 Company from its full responsibility for the adequacy and accuracy of the disclosure in the registration statement; 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. |
| Very truly yours, | |||
| Ohr Pharmaceutical, Inc. | |||
| By: | /s/ Sam Backenroth | ||
| Name: | Sam Backenroth | ||
| Title: | Chief Financial Officer | ||
cc: Securities and Exchange Commission
Angela Connell
Suzanne Hayes
Ibolya Ignat
Dorrie Yale
Ohr Pharmaceutical, Inc.
Dr. Jason Slakter, Chief Executive Officer
NeuBase Therapeutics, Inc.
Dr. Dietrich Stephan
Troutman Sanders LLP
Aurora Cassirer, Esq.
Joseph Walsh, Esq.
Paul Hastings, LLP
Jeffrey T. Hartlin
Ohr Pharmaceutical, Inc.
800 Third Avenue, 11th Floor
New York, New York 10022
(212) 682-8452
•
June 5, 2019
Via EDGAR Correspondence
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.W.
Washington, D.C. 20549
| Re: | Ohr Pharmaceutical, Inc. | |
| Registration Statement on Form S-4 | ||
| Initially Filed March 8, 2019 | ||
| File No. 333- 230168 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, the undersigned registrant under the above-referenced registration statement hereby requests acceleration of the effective date of the registration statement to June 6, 2019, at 4:00 p.m., New York time, or as soon as practicable thereafter. Please notify our outside counsel, Joseph Walsh, Esq., by phone at (212) 704-6030, by fax at (212) 704-5919, or by email at joseph.walsh@troutman.com of the date and time that the registration statement has been declared effective.
| Very truly yours, | |||
| Ohr Pharmaceutical, Inc. | |||
| By: | /s/ Sam Backenroth | ||
| Name: | Sam Backenroth | ||
| Title: | Chief Financial Officer | ||
cc: Securities and Exchange Commission
Angela Connell
Suzanne Hayes
Ibolya Ignat
Dorrie Yale
Ohr Pharmaceutical, Inc.
Dr. Jason Slakter, Chief Executive Officer
NeuBase Therapeutics, Inc.
Dr. Dietrich Stephan
Troutman Sanders LLP
Aurora Cassirer, Esq.
Joseph Walsh, Esq.
Paul Hastings, LLP
Jeffrey T. Hartlin
