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November 4, 2019
Scott Clements
Chief Executive Officer
OneSpan Inc.
121 West Wacker Drive, Suite 2050
Chicago, IL 60601
Re: OneSpan Inc.
Registration Statement on Form S-3
Filed October 31, 2019
File No. 333-234406
Dear Mr. Clements:
This is to advise you that we have not reviewed and will not review your
registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Megan J. Baier, Esq.