November 5, 2019
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention:Matthew Derby
Re:OneSpan Inc.
Registration Statement on Form S-3
File No. 333-234406
Acceleration Request
Requested Date:November 7, 2019
Requested Time:4:00 P.M. Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, OneSpan Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-234406) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Megan J. Baier at (212) 497-7736.
* * * *
Sincerely,
ONESPAN INC.
Scott Clements
President and Chief Executive Officer
cc:Mark S. Hoyt
Steven Worth
OneSpan Inc.
Rezwan D. Pavri, Esq.
Erik F. Franks, Esq.
Megan J. Baier
Wilson Sonsini Goodrich & Rosati, P.C.