SEC Company Response from AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702) (FFR) — Aug 19, 2016
AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702)
Date: Aug. 19, 2016 · CIK: 0001460702 · Accession: 0001493152-16-012696
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CORRESP
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Ritter
Pharmaceuticals, Inc.
1880
Century Park East, Suite 1000
Los
Angeles, CA 90067
(310)
203-1000
August
19, 2016
VIA
EDGAR
United
States Securities and Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Attention:
Suzanne Hayes, Assistant Director
Re:
Ritter
Pharmaceuticals, Inc. – Request for Acceleration
Registration
Statement on Form S-3
File
No. 333- 213087
Ladies
and Gentlemen:
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-3 (File No. 333- 213087) (the “Registration
Statement”), so that it may become effective at 4:30 p.m. Eastern Standard Time on August 23, 2016, or as soon thereafter
as practicable.
The
Registrant hereby authorizes each of Michael Sanders, Esq., David T. Mittelman, 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 Wendy Grasso at (212) 549-0216 or, in her
absence, Mr. Sanders at (310) 734-5232 or Mr. Mittelman at (415) 659-5943.
RITTER
PHARMACEUTICALS, INC.
By:
/s/ Michael
D. Step
Michael
D. Step
Chief
Executive Officer
Cc:
Dorrie Yale, SEC Staff