February 10, 2020
VIA EDGAR
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
| Attention: | Suzanne Hayes |
| | Assistant Director |
| Re: | PDS Biotechnology Corporation |
| | Registration Statement on Form S-1 |
| | File No. 333-235549 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, PDS Biotechnology Corporation hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-235549) (the “Registration Statement”), so that the Registration Statement may become effective at 5:00 p.m. (Washington, D.C. time) on February 11, 2020 or as soon as practicable thereafter. This acceleration request amends, restates and supersedes in its entirety the previously submitted acceleration request submitted on February 7, 2020.
Sincerely,
PDS BIOTECHNOLOGY CORPORATION
By: /s/ Frank Bedu-Addo, Ph.D.
Name: Frank Bedu-Addo, Ph.D.
Title: President and Chief Executive Officer
