AEGIS CAPITAL
810 Seventh Avenue - 18th Floor
May 17, 2013
Via EDGAR
Jeffrey P. Riedler, Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Re: | Alcobra Ltd. |
| Registration Statement on Form F-1 | |
| File No. 333-186003 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as the managing underwriter in the above-referenced offering, hereby joins in the request of Alcobra Ltd. that the effectiveness of the above-referenced Registration Statement be accelerated so that the Registration Statement, as amended, will become effective under the Securities Act by 4:45 p.m., Eastern Daylight time, on Tuesday, May 21, 2013, or as soon thereafter as is practicable.
Pursuant to Rules 418(a)(7) and 460 under the Securities Act and Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the distribution of preliminary prospectuses, we hereby advise the Commission as follows:
| (i) | A preliminary prospectus dated May 2, 2013 (the “Preliminary Prospectus”) was distributed; no preliminary prospectuses of a different date were distributed. |
| (ii) | The distribution of the Preliminary Prospectus commenced on May 5, 2013. |
| (iii) | A total of approximately 1000 copies of the Preliminary Prospectus were distributed to prospective underwriters and dealers. |
| (iv) | A total of approximately 3689 copies of the Preliminary Prospectus were distributed to investors, including 510 copies distributed to individuals and 3189 copies distributed to institutions. |
We are aware of our obligations under the Securities Act and the Exchange Act. In connection with the above-referenced offering, we confirm that we have complied with and will continue to comply with, in the normal course, the provisions of Rule 15c2-8 under the Exchange Act.
| Very truly yours, | |||
| AEGIS CAPITAL CORP. | |||
| By: | /s/ Kevin Mckenna | ||
| Name: Kevin Mckenna | |||
| Title: Chief Compliance Officer | |||
| cc: | Rose Zukin, Securities and Exchange Commission |
| Jennifer Riegel, Securities and Exchange Agreement | |
| Karen Ubell,Securities and Exchange Commission |