April 7, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, NE
Washington, D.C. 20549
Attention: Ms. Ada Sarmento and Ms. Celeste Murphy
| Re: | Ritter Pharmaceuticals, Inc. | |
| Registration Statement on Form S-4 | ||
| File No. 333-236235 | ||
| Acceleration Request |
Requested Date: April 9, 2020
Requested Time: 9:00 A.M. Eastern Time
Dear Ms. Sarmento and Ms. Murphy:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ritter Pharmaceuticals, Inc. (the“Company”) hereby respectfully requests that the above-referenced Registration Statement on Form S-4 (File No. 333-236235) (the“Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable thereafter, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes each of Wendy Grasso and Jennifer Cheng of Reed Smith LLP, counsel to the Company, to make such request on its behalf.
Please confirm the effectiveness of the Registration Statement with Wendy Grasso of Reed Smith LLP by telephone at (917) 993-3645 or, in her absence, Jennifer Cheng of Reed Smith LLP by telephone at (917) 209-5514.
| Sincerely, | |
| RITTER PHARMACEUTICALS, INC. | |
| /s/Andrew Ritter | |
| Andrew Ritter | |
| Chief Executive Officer |
cc: Wendy Grasso and Jennifer Cheng, Reed Smith LLP
