April 2, 2020
Andrew J. Ritter
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East, Suite 1000
Los Angeles, CA 90067
Re: Ritter Pharmaceuticals, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed March 27, 2020
File No. 333-236235
Dear Mr. Ritter:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our March 24,
2020 letter.
Amendment No. 2 to Registration Statement on Form S-4
Qualigen Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 193
1. In response to prior comment 16 you set forth that rental revenue is
zero for the fiscal
2020 interim period, and in your MD&A you state that operating revenues
are primarily
generated from sales of diagnostic tests. Please clarify your disclosure
to explain the
reason why instruments are a small portion of your revenues, including
the reason why
rental revenue has declined to zero. Clearly identify the trends
reflected in these changes,
and the extent to which you expect these trends to continue.
Andrew J. Ritter
Ritter Pharmaceuticals, Inc.
April 2, 2020
Page 2
Annual Financial Statements of Qualigen, Inc.
Notes to Financial Statements
General, page F-42
2. We note your response to prior comment 13 and your conclusion that you
operate in only
one business segment. Please note, however, that ASC 280-10-50-40
through 50-42
applies to entities that have a single reportable segment, as set forth
in ASC 280-10-50-
38. Please provide the required disclosures.
You may contact Michael Fay at 202-551-3812 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ada D. Sarmento at 202-551-3798 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameAndrew J. Ritter
Division of
Corporation Finance
Comapany NameRitter Pharmaceuticals, Inc.
Office of Life
Sciences
April 2, 2020 Page 2
cc: Wendy Grasso, Esq.
FirstName LastName