May 12, 2016
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Suzanne Hayes |
| Re: | Oncobiologics, Inc. |
| Registration Statement on Form S-1 | |
| File No. 333-209011 |
| Acceleration Request | ||
| Requested Date: | May 12, 2016 | |
| Requested Time: | 4:00 p.m., Eastern Time |
Ladies and gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Jefferies LLC and Barclays Capital Inc., as representatives of the several underwriters, hereby join Oncobiologics, Inc. in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-209011) to become effective on Thursday, May 12, 2016, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.
Additionally, pursuant to Rule 460 of the Act, we hereby advise you that the Preliminary Prospectus dated April 27, 2016, was distributed by us, as representatives of the several underwriters, approximately as follows from April 27, 2016 through the date hereof:
| Copies to underwriters | 661 |
| Copies to dealers | 0 |
| Copies to institutional investors | 588 |
| Copies to others/retail | 5 |
| Total | 1,254 |
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
Very truly yours,
JEFFERIES LLC
BARCLAYS CAPITAL INC.,
As Representatives
[Signature Page Follows]
| JEFFERIES LLC | ||
| By: | /s/ Matthew Kim | |
| Name: Matthew Kim | ||
| Title: Managing Director | ||
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Victoria Hale | |
| Name: Victoria Hale | ||
| Title: Vice President | ||
| cc: | Pankaj Mohan, Ph.D., Oncobiologics, Inc. |
| Lawrence A. Kenyon, Oncobiologics, Inc. | |
| Stuart M. Cable, Goodwin Procter LLP | |
| Edwin O’Connor, Goodwin Procter LLP | |
| Seo Salimi, Goodwin Procter LLP | |
| Yvan-Claude Pierre, Cooley LLP | |
| Daniel I. Goldberg, Cooley LLP | |
| Marianne Sarrazin, Cooley LLP |
[signature page to acceleration request letter]