[LETTERHEAD OF NOVUS THERAPEUTICS, INC.]
September 7, 2018
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Novus Therapeutics, Inc.
Request to Withdraw Registration Statement on Form S-1
File No. 333-226467
Ladies and Gentlemen:
Pursuant to Rule 477 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the Securities Act Rules), Novus Therapeutics, Inc., a Delaware corporation (the Company), hereby respectfully requests that the Securities and Exchange Commission (the Commission) consent to the withdrawal of the above-referenced registration statement on Form S-1 (the Registration Statement) together with all exhibits thereto, and that such withdrawal be effective as of the date hereof or at the earliest practicable date hereafter. The Registration Statement was originally filed with the Commission on August 1, 2018.
The Company has determined not to undertake at this time the public offering to which the Registration Statement relates because of market conditions, including valuation sensitivity at the current share price. The Registration Statement was not declared effective by the Commission, and the Company hereby confirms that no securities have been or will be sold pursuant to the Registration Statement.
The Company requests that, in accordance with Securities Act Rule 457(p), all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
Thank you for your assistance with this matter. If you should have any questions regarding the foregoing application for withdrawal or need anything further, please do not hesitate to contact me at (949) 238-8090 x705 or Ryan A. Murr of Gibson, Dunn & Crutcher LLP at (415) 393-8373.
|By:||/s/ Gregory J. Flesher|
|Chief Executive Officer|
cc: Ryan A. Murr, Gibson Dunn & Crutcher LLP