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October 15, 2020
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attention: Courtney Lindsay
Christine Westbrook
Gary Newberry
Kate Tillan
| Re: | Praxis Precision Medicines, Inc. |
| Amendment No. 1 to Registration Statement on Form S-1 |
| Filed October 9, 2020 |
| File No. 333-249074 |
Ladies and Gentlemen,
On behalf of our client, Praxis Precision Medicines, Inc. (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”) contained in the Staff’s letter dated October 13, 2020 (the “Comment Letter”). In response to the comment set forth in the Comment Letter, the Company has revised the Registration Statement and is publicly submitting a revised Registration Statement together with this response letter.
Set forth below is the Company’s response to the Staff’s comment in the Comment Letter. For convenience, the Staff’s comment is repeated below in italics, followed by the Company’s response to the comment as well as a summary of the responsive actions taken.
Amendment No. 1 to Registration Statement on Form S-1
Exhibits
| 1. | Please have counsel file a revised Exhibit 5.1 opinion that covers all securities being registered. In this regard, we note you are registering 8,510,000 common shares and that your legal opinion covers 8,455,882 common shares. |
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RESPONSE: The Company respectfully advises the Staff that counsel has revised and refiled the Exhibit 5.1 opinion to correct the number of shares being registered.
| Sincerely,
/s/ William D. Collins William D. Collins |
cc:
Marcio Souza, Praxis Precision Medicines, Inc.
Stuart Chaffee, Praxis Precision Medicines, Inc.
Richard A. Hoffman, Goodwin Procter LLP
Edwin O’Connor, Goodwin Procter LLP