Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Cowen and Company, LLC
599 Lexington Avenue
New York, New York 10022
June 17, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Ms. Dorrie Yale | |||
Mr. Joseph McCann | ||||
Ms. Mark Brunhofer | ||||
Ms. Mary Mast |
RE: | Prevail Therapeutics Inc. |
Registration Statement on Form S-1
File No. 333-231754
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters (the “Underwriters”), hereby join in the request of Prevail Therapeutics Inc. (the “Registrant”) that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on June 19, 2019, or as soon thereafter as practicable, or at such other time as the Registrant or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 2,465 copies of the Preliminary Prospectus of the Registrant, dated June 10, 2019, from June 10, 2019 through the date hereof, to prospective underwriters, dealers, institutions and others.
We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours, | ||
MORGAN STANLEY & CO. LLC | ||
BOFA SECURITIES, INC. | ||
COWEN AND COMPANY, LLC | ||
As Representatives of the several Underwriters | ||
MORGAN STANLEY & CO. LLC |
By: | /s/ Kalli Dircks | |
Name: | Kalli Dircks | |
Title: | Executive Director |
[Signature Page to Acceleration Request]
BOFA SECURITIES, INC. |
By: | /s/ Michele A. H. Allong | |
Name: | Michele A. H. Allong | |
Title: | Authorized Signatory |
[Signature Page to Acceleration Request]
COWEN AND COMPANY, LLC |
By: | /s/ Bill Follis | |
Name: | Bill Follis | |
Title: | Managing Director |
[Signature Page to Acceleration Request]