Stellar Biotechnologies, Inc.

332 E. Scott Street

Port Hueneme, CA 93041

 

May 9, 2018

 

Unites States Securities and

Exchange Commission

Attention: Ada D. Sarmento and Suzanne Hayes

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

RE:

Stellar Biotechnologies, Inc. (the “Company”)

Registration Statement on Form S-1 (the “Registration Statement”)

File Number 333-224314                                                                     

 

Dear Mses. Sarmento and Hayes:

 

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the Registration Statement that such Registration Statement will become effective as of 5:00 P.M. on Thursday, May 10, 2018, or as soon thereafter as practicable.

 

The Company hereby acknowledges that:

·

Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, the Commission is not foreclosed from taking any action with respect to the Registration Statement;

 

·

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

 

·

The Company may not assert 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.

 

 

	Very truly yours,
	STELLAR BIOTECHNOLOGIES, INC.
	By:	/s/ Kathi Niffenegger
		Name: Kathi Niffenegger Title:   Chief Financial Officer

 

 

 

 

 

 

May 9, 2018

 

VIA FACSIMILE AND EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

 

Re:

STELLAR BIOTECHNOLOGIES, INC.

Registration Statement on Form S-1 (Registration No. 333-224314)

Concurrence in Acceleration Request

 

Ladies and Gentlemen:

 

H.C. Wainwright & Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs in the request by Stellar Biotechnologies, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:00 P.M. Eastern Time on Thursday, May 10, 2018, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

 

 

	Very truly yours,
	H.C. WAINWRIGHT & CO., LLC
	By:	/s/ Mark Viklund
		Name: Mark Viklund Title:   Chief Executive Officer