Facsimile: 415.268.7522




brussels, denver, hong kong,
london, los angeles, new york,
northern virginia, palo alto,
san diego, san francisco, shanghai,
singapore, tokyo, washington, d.c.



425 Market Street
San Francisco
California  94105-2482

Telephone: 415.268.7000
Facsimile: 415.268.7522



morrison & foerster llp

beijing, berlin, boston,
brussels, denver, hong kong,
london, los angeles, new york,
northern virginia, palo alto,
san diego, san francisco, shanghai,
singapore, tokyo, washington, d.c.



April 9,  2020

Jeffrey Gabor

Attorney Advisor

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Re:      Cassava Sciences, Inc.
Registration Statement on Form S-3
Filed March 27, 2020
File No. 333-237452

Dear Mr. Jeffrey Gabor:

On behalf of Cassava Sciences, Inc. (the “Company”), we submit this letter providing responses to the comments raised by the Staff of the Securities and Exchange Commission (the “Staff”) in its letter dated April 2, 2020, with respect to the registration statement on Form S-3 (File No. 333-237452), as amended (the “Registration Statement”).

Below we have noted the Staff’s comments in bold face type and the Company’s responses in regular type.


1.If you plan to offer units, please revise the registration statement fee table and prospectus cover page to identify the units as securities in the offering, identifying the components of the units. Please also include disclosure regarding the units you are registering.


Jeffrey Gabor

April 9, 2020

Page 2

Response:   In response to the Staff’s comment, we have filed an S-3/A revising the registration statement fee table and prospectus cover page. We have also included disclosure regarding the units in the prospectus.

Legality Opinion

2.Your legality opinion should address the legality of the depositary shares being offered.

Response:   In response to the Staff’s comment, we have filed a new opinion as Exhibit 5.1 which addresses the legality of depositary shares being offered


Jeffrey Gabor

April 9, 2020

Page 3

We appreciate your time and attention to this Amendment No. 1, as well as to the Company’s responses to the Staff’s comments.  Should you have any additional questions or concerns, please call me at (415)  268-6213.






/s/ Alfredo B.D. Silva




Alfredo B.D. Silva



cc:     Celeste Murphy (Division of Corporate Finance)



          Eric J. Schoen (Cassava Sciences, Inc.)