PIERIS PHARMACEUTICALS, INC.
255 State Street, 9th Floor
Boston, MA 02109
August 2, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: John Reynolds, Assistant Director
| RE: | Pieris Pharmaceuticals, Inc. |
Post-effective Amendment No. 1 to Form S-1
Filed April 14, 2016
Post-effective Amendment No. 2 to Form S-1 on Form S-3
Filed June 24, 2016
Post-effective Amendment No. 3 to Form S-1 on Form S-3
Filed July 28, 2016
File No. 333-202123
Acceleration Request
Dear Mr. Reynolds:
With respect to the above-referenced (i) Post-effective Amendment No. 1 to Form S-1, (ii) Post-effective Amendment No. 2 to Form S-1 on Form S-3 and (iii) Post-effective Amendment No. 3 to Form S-1 on Form S-3 (collectively, the “Post-effective Amendments”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Pieris Pharmaceuticals, Inc. (the “Company”), that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Post-effective Amendments to Wednesday, August 3, 2016, at 4:30 p.m. Eastern Time, or as soon as practicable thereafter.
In connection with the foregoing request, the Company acknowledges the following:
| • | 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 defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The cooperation of the staff in meeting the timetable described above is very much appreciated.
Please call Kanasha Herbert of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 348-3015, with any comments or questions regarding the Post-effective Amendments.
| Very truly yours, |
| PIERIS PHARMACEUTICALS, INC. |
| /s/ Darlene Deptula-Hicks |
| Darlene Deptula-Hicks |
| Senior Vice President and Chief Financial Officer |
| cc: | Hillary Daniels, Securities and Exchange Commission |
Stephen S. Yoder, President and Chief Executive Officer, Pieris Pharmaceuticals, Inc.
Marc D. Mantell, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.