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101 Second Street, Suite 1800 +1 415 543 8700 Fax +1 415 391 8269 reedsmith.com |
January 19, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ms. Mary Beth Breslin
| Re: | Ritter Pharmaceuticals, Inc. |
| Registration Statement on Form S-1 (File No. 333-208818) filed December 31, 2015 | |
| CIK No. 0001460702 |
Dear Ms. Breslin:
On behalf of our client, Ritter Pharmaceuticals, Inc. (the “Company”), we submit this letter in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated January 12, 2016 (the “Comment Letter”), relating to the above-referenced Registration Statement on Form S-1. We are concurrently filing via EDGAR this letter and Amendment No. 1 to the Registration Statement.
Set forth below in bold is the comment contained in the Comment Letter. For your convenience, the numbered paragraph below corresponds to the numbered comment in the Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following the comment is the Company’s response to the comment.
Executive and Director Compensation, page 90
| 1. | Please update the disclosure required by Regulation S-K Item 402 for your recently completed fiscal year ended December 31, 2015. For guidance, refer to the Regulation S- K Compliance and Disclosure Interpretation 217.11, available on the Commission’s website. |
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has updated the disclosure required by Regulation S-K Item 402 for its most recently completed fiscal year ended December 31, 2015.
NEW YORK¨ LONDON¨ HONG KONG¨ CHICAGO¨WASHINGTON, D.C.¨BEIJING¨ PARIS¨ LOS ANGELES¨ SAN FRANCISCO¨ PHILADELPHIA¨SHANGHAI¨ PITTSBURGH¨ HOUSTON SINGAPORE¨ MUNICH¨ ABU DHABI¨PRINCETON¨ NORTHERN VIRGINIA¨ WILMINGTON¨ SILICON VALLEY¨ DUBAI¨CENTURY CITY¨ RICHMOND¨ GREECE¨KAZAKHSTAN
Securities and Exchange Commission
January 19, 2016
Page 2
If it would expedite the review of the information provided herein, please do not hesitate to call me at (415) 659-5943, or, in my absence, Michael Sanders at (310) 734-5232, or Wendy Grasso at (212) 549-0216.
| Sincerely, | |
| /s/ David T. Mittelman | |
| David T. Mittelman |
cc: Michael D. Step, CEO of Ritter Pharmaceuticals, Inc.