July 31, 2015
Via EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeffrey P. Riedler, Assistant Director
Re: Zynerba Pharmaceuticals, Inc. (the “Company”)
Registration Statement on Form S-1
Filed June 30, 2015, as amended
Registration No. 333-205355
Ladies and Gentlemen:
As representatives of the several underwriters of the Company’s proposed initial public offering of common stock, we hereby join the Company’s request that the effective date of the above referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Eastern time, on August 4, 2015, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 23, 2015, through the date hereof:
Preliminary Prospectus dated July 23, 2015:
1,233 copies to prospective underwriters, investors, dealers and others
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours, | |
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| As Representatives of the several Underwriters | |
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| JEFFERIES LLC | |
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| By: | /s/ Dustin Tyner |
| Name: Dustin Tyner | |
| Title: Managing Director | |
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| PIPER JAFFRAY & CO. | |
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| By: | /s/ Christie L. Christina |
| Name: Christie L. Christina | |
| Title: Managing Director |