ContraVir Pharmaceuticals, Inc.
399 Thornall Street, First Floor
Edison, NJ 08837
May 30, 2018
Ms. Ada D. Sarmento
Ms. Mary Beth Breslin
Securities and Exchange Commission
Division of Corporation Finance
Office of Healthcare & Insurance
100 F. Street, NE
Washington, DC 20549
Re: ContraVir Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed May 18, 2018
File No. 333-225041
Dear Ms. Sarmento and Ms. Breslin:
This letter sets forth the response of ContraVir Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “we”), to the comment received from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 25, 2018 (“Comment Letter”) concerning the Company’s registration statement on Form S-1. In conjunction with this letter, the Company is submitting an amended draft registration statement on Form S-1 (the “Registration Statement”) to the Commission. For convenient reference, we have set forth below in bold each of the Staff’s comments set forth in the Comment Letter and have set forth our responses to the numbering of the comments and the headings used in the Comment Letter.
Registration Statement on Form S-1
Information Incorporate by Reference, page 60
1. Please incorporate by reference your Current Reports on Form 8-K filed on August 3, 2017 and September 11, 2017 or provide us your analysis explaining why incorporating these two filings is not required. Refer to Item 12(a)(2) of Form S-1.
Response: We have added the Current Reports on Form 8-K filed on August 3, 2017 and September 11, 2017 to the Incorporation by Reference section in Amendment No. 1 to Form S-1.
****