Ruthigen, Inc.
2455 Bennett Valley Rd., Suite C116
Santa Rosa, California 95404
March 14, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Amy Reischauer
| Re: | Ruthigen, Inc. |
Registration Statement on Form S-1
File No. 333-190476
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Ruthigen, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-190476), as amended (the “Registration Statement”), so that it may become effective at 4:00 p.m. (Washington, D.C. time) on March 18, 2014, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., confirming this request. Under separate cover, you will receive a letter from the managing underwriter of the proposed offering joining in the Registrant’s request for acceleration of the effectiveness of the Registration Statement.
The Registrant hereby acknowledges that:
| (i) | should the U.S. 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. |
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Please call Linda K. Rockett (617-348-4888) of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, with any comments or questions regarding this matter.
| Very truly yours, | ||
| Ruthigen, Inc. | ||
| By: | /s/Hojabr Alimi | |
| Name:Hojabr Alimi Title: Chief Executive Officer, Chief Science Officer and Chairman of the Board of Directors | ||
| cc: | Securities and Exchange Commission |
Jeffrey Riedler, Assistant Director
Ibolya Ignat
Mark Brunhofer
Amy Reischauer
Daniel Greenspan
Ruthigen, Inc.
Sameer Harish, Chief Financial Officer
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Linda K. Rockett, Esq.
Merav Gershtenman, Esq.
Ellenoff Grossman & Schole LLP
Joseph A. Smith, Esq.
Robert F. Charron, Esq.
Marcum LLP
Anthony Basile
Mitchell Watt
