VIA EDGAR
May 2, 2017
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Suzanne Hayes
| Re: | Ovid Therapeutics Inc. |
Registration Statement on FormS-1
FileNo. 333-217245
Acceleration Request
Requested Date: May 4, 2017
Requested Time: 4:00 P.M. Eastern Daylight Time
Ladies and Gentleman:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Citigroup Global Markets Inc. and Cowen and Company, LLC, as representatives of the several underwriters, hereby join Ovid Therapeutics Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on FormS-1 (FileNo. 333-217245) to become effective on May 4, 2017, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter.
Additionally, pursuant to Rule 460 of the Act, we hereby advise you that approximately 750 copies of the Preliminary Prospectus, dated April 25, 2017, were distributed by us, as representatives of the several underwriters, through the date hereof:
We will comply, and have been informed by the participating underwriters that they will comply, with the requirements ofRule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
| Very truly yours, | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Brian Gleason | |
| Name: Brian Gleason | ||
| Title: Managing Director | ||
| COWEN AND COMPANY, LLC | ||
| By: | /s/ Jason Fenton | |
| Name: Jason Fenton | ||
| Title: Managing Director | ||
| cc: | Mitchell S. Bloom, Goodwin Procter LLP |
Edwin O’Connor, Goodwin Procter LLP
Seo Salimi, Goodwin Procter LLP
Yaron Werber, Ovid Therapeutics Inc.
Laura A. Berezin, Cooley LLP
Divakar Gupta, Cooley LLP
Robert W. Phillips, Cooley LLP
Jaime L. Chase, Cooley LLP
