Minerva Neurosciences

245 First Street

Suite 1800

Cambridge, MA 02142

 

June 30, 2014

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 

Attention:

Jeffrey Riedler

 

 

Assistant Director

 

 

 

 

 

Re: Minerva Neurosciences, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-195169

 

Ladies and Gentlemen:

 

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 pm, Washington, D.C. time on June 30, 2014, or as soon thereafter as is practicable, or at such later time as the Company may orally request via telephone call to the staff.  The Registrant hereby authorizes David W. Pollak, counsel to the Registrant, to make such request on its behalf.  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Morgan, Lewis & Bockius LLP, by calling David W. Pollak at (212) 309-6058.

 

The Company hereby acknowledges that:

 

·                  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 



 

·                  the Company may not assert staff comments and the declaration of effectiveness as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

 

 

Very truly yours,

 

 

 

Minerva Neurosciences, Inc.

 

 

 

By:

/s/ Rogerio Vivaldi Coelho

 

Name:

Rogerio Vivaldi Coelho

 

Title:

Chief Executive Officer

 

cc: Morgan, Lewis & Bockius LLP

 

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