SEC Company Response from AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702) (FFR) — Feb 10, 2017

AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702)
Date: Feb. 10, 2017 · CIK: 0001460702 · Accession: 0001493152-17-001340

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Feb. 10, 2017

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Form

CORRESP

Company

AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702)

Letter

Ritter Pharmaceuticals, Inc.

Century Park East, Suite 1000

Los Angeles, CA 90067

(310) 203-1000

February 10, 2017

VIA EDGAR

United States Securities and Exchange Commission

F Street, NE

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director

Re:

Ritter Pharmaceuticals, Inc. – Request for Acceleration

Registration Statement on Form S-1

File No. 333- 215143

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-1 (File No. 333- 215143) (the “Registration Statement”), so that it may become effective at 4:30 p.m. Eastern Standard Time on February 13, 2017, or as soon thereafter as practicable.

The Registrant hereby authorizes each of Michael Sanders, Esq., Aron Izower, Esq. and Wendy Grasso, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw this request for acceleration.

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

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CORRESP
1
filename1.htm

Ritter
Pharmaceuticals, Inc.

1880
Century Park East, Suite 1000

Los
Angeles, CA 90067

(310)
203-1000

February
10, 2017

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-1

    File
    No. 333- 215143

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-1 (File No. 333- 215143) (the “Registration
Statement”), so that it may become effective at 4:30 p.m. Eastern Standard Time on February 13, 2017, or as soon
thereafter as practicable.

The
Registrant hereby authorizes each of Michael Sanders, Esq., Aron Izower, Esq. and Wendy Grasso, Esq. of Reed Smith LLP, attorneys
for the Registrant, to orally modify or withdraw this request for acceleration.

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

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