PROVENTION BIO, Inc.
55 Broad Street, 2nd Floor
Red Bank, New Jersey 07701
July 29, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Provention Bio, Inc. |
| | Registration Statement on Form S-3 (File No. 333-266307) |
| | Request for Acceleration |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Provention Bio, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on August 1, 2022, or as soon as possible thereafter. The Company hereby authorizes Thomas Danielski of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.
Please call Thomas Danielski of Ropes & Gray LLP, counsel to the Company, at (617) 235-4961 as soon as the registration statement has been declared effective.
[Signature page follows]
| Very truly yours, |
| | |
| PROVENTION BIO, INC. |
| | |
| By: | /s/ Ashleigh Palmer |
| Name: | Ashleigh Palmer |
| Title: | Chief Executive Officer |