CORRESP 1 filename1.htm CORRESP

May 3, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

 

  Re: Spring Bank Pharmaceuticals, Inc. (the “Company”)
       Registration Statement on Form S-1 (File No. 333-208875)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representative of the several underwriters of the Company’s proposed 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 May 5, 2016, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the distribution of 796 copies of the Company’s Preliminary Prospectus, dated April 26, 2016, to prospective underwriters, institutional investors, dealers and others through the date hereof.

The undersigned advises that it has complied and will continue to comply, and that it has 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.

[Remainder of Page Intentionally Left Blank]


Very truly yours,

 

As Representative of the several Underwriters

 

DAWSON JAMES SECURITIES, INC.

By:   /s/ Thomas W. Hands
  Name:   Thomas W. Hands
  Title:   President

[Signature Page to Underwriter Acceleration Request]