April 21, 2016

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Nemus Bioscience, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Company’s Post Effective No. 1 to Registration Statement on Form S-1 (File No. 333-206992) (the “Registration Statement”), so that such Registration Statement becomes effective at 9:00 a.m. Eastern Time on April 25, 2016, or as soon as practicable thereafter.

 

The Registrant hereby acknowledges that:

 

(i)    should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 

(ii)    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

 

(iii)   the Registrant 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.

 

We respectfully request that we be notified of such effectiveness by a telephone call to Mr. Rees at 714.755.2244.

Sincerely,

Nemus Bioscience, Inc.

/s/ Elizbeth M. Berecz

Elizabeth M. Berecz

Chief Financial Officer

 

cc:       Daniel Rees, Latham &Watkins LLP