GTX, INC
17 W Pontotoc Ave, Ste 100
Memphis, Tennessee
May 3, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Joseph McCann
Jeff Gabor
| Re: | GTx, Inc. Request for Acceleration of Effective Date |
Registration Statement on FormS-4, as amended (FileNo. 333-230758)
Dear Mr. McCann:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, GTx, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on FormS-4 (as amended, the “Registration Statement”) and declare the Registration Statement effective as of 5:00 p.m. Eastern time, on May 7, 2019, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.
Once the Registration Statement has been declared effective, the Company respectfully requests that it be notified orally to its legal counsel, Pia Kaur of Cooley LLP at (415)693-2135, or, in her absence, Chadwick Mills of Cooley LLP at (650)843-5654.
[Signature Page Follows]
| Very truly yours, | ||
| GTx, Inc. | ||
/s/ Jason T. Shackelford | ||
| By: | Jason T. Shackelford | |
| Title: | Vice President, Finance and Accounting | |
