Ritter Pharmaceuticals, Inc.
1880 Century Park East #1000
Los Angeles, CA 90067
February 9, 2016
VIA EDGAR
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: Ms. Suzanne Hayes
| Re: | Ritter Pharmaceuticals, Inc. – Request for Acceleration | |
| Registration Statement on Form S-1 | ||
| File No. 333-208818 |
Dear Ms. Hayes:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Ritter Pharmaceuticals, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-208818), as amended (the “Registration Statement”), so that it may become effective at 4:00 P.M. (Eastern Daylight Time) onThursday, February 11, 2016, or as soon thereafter as practicable.
The Registrant hereby authorizes each of David Mittelman, Esq., Michael Sanders, Esq. and Wendy Grasso, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw this request for acceleration.
The Registrant hereby acknowledges that:
| i. | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; | |
| ii. | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and | |
| iii. | the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Mittelman at (415) 659-5943 or Mr. Sanders (310) 734-5232 or, in their absence, Ms. Grasso at (212) 549-0216.
| RITTER PHARMACEUTICALS, INC. | ||
| By: | /s/ Andrew J. Ritter | |
| Name: | Andrew J. Ritter | |
| Title: | President | |
