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March
27, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Ada D. Sarmento and Ms. Celeste Murphy

    Re:
    Ritter
    Pharmaceuticals, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-4

    Filed
    March 13, 2020

    File
    No. 333-236235

Dear
Ms. Sarmento and Ms. Murphy:

On
behalf of our client, Ritter Pharmaceuticals, Inc. (the “Company”), we submit this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in
its letter dated March 24, 2020 (the “Comment Letter”), relating to the above-referenced Amendment No. 1 to Registration
Statement on Form S-4 (the “Amended Registration Statement”). We are concurrently filing via EDGAR this letter and
Amendment No. 2 to the Registration Statement (the “Second Amended Registration Statement”).

Set
forth below in bold are comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds
to the numbered comment in the Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following
each comment is the Company’s response to that comment, including, where applicable, a cross-reference to the location of
changes made in the Second Amended Registration Statement in response to the Staff’s comment. All page references in the
responses set forth below refer to page numbers in the Second Amended Registration Statement. Defined terms used but not otherwise
defined herein have the meanings ascribed to such terms in the Second Amended Registration Statement.

Securities
                                         and Exchange Commission

March
27, 2020

Page
2

Amendment
No. 1 to Registration Statement on Form S-4

Background
of the Transaction, page 93

    1.

    We
    note your revised disclosure in response to our prior comment 3 and reissue in part. Please disclose which members of the
    Board were consulted to determine which candidates would receive an initial draft of the letter of intent.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosures on page
94 of the Second Amended Registration Statement to provide the information requested by this comment.

ALAN
(AS1411-GNP), page 170

    2.

    We
    note your response to our prior comment 14. Please revise the discussion of the royalty term for the ULRF agreement to disclose
    when the last to expire of the licensed patents is currently expected to expire. We note your revised disclosure that the
    ACT License Agreement terminates on November 26, 2033, unless earlier terminated under certain circumstances. Please clarify
    whether the royalty term under this agreement has the same duration.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosures on page
170 of the Second Amended Registration Statement to provide the information requested by this comment.

Regulatory
Strategy, page 171

3. We
                                         note your revised disclosure in response to our prior comment 16 that accelerated FDA
                                         approval is often granted prior to completion of a randomized Phase 3 trial if a new
                                         drug produces no safety signals of great concern and if a validated biomarker for patient
                                         selection has been established and is readily available. Please substantiate this statement.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has removed the statement that “accelerated
FDA approval is often granted prior to completion of a randomized Phase 3 trial if a new drug produces no safety signals of great
concern and if a validated biomarker for patient selection has been established and is readily available” from the Second
Amended Registration Statement.

Intellectual
Property, page 173

4. We
                                         note that there are several patents which expire during 2020 and 2021. Please disclose
                                         any material consequences to your business, as applicable, if the patents expire in accordance
                                         with the current expiration dates.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosures on page
173 of the Second Amended Registration Statement to provide the information requested by this comment.

Securities
and Exchange Commission

March
27, 2020

Page
3

Unaudited
Pro Forma Condensed Combined Financial Statements

Notes
to the Unaudited Pro Forma Condensed Combined Financial Information

Note
3: Pro forma adjustments, page 214

5. We
                                         have reviewed your response to prior comment 22 and your revised disclosure in adjustment
                                         (e). Please explain to us how you determined that the Ritter Series Alpha preferred stock
                                         should not be accounted for as a liability under ASC 480, nor classified as temporary
                                         equity.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Ritter Series Alpha preferred stock
will be classified as permanent equity, based on the terms of the preferred stock. In order to determine the appropriate classification
for the Ritter Series Alpha preferred stock, we first analyzed the instrument pursuant to the criteria in ASC 480-10-25. Under
ASC 480, an issuer would classify a financial instrument that is within its scope as a liability (or an asset in some circumstances)
because that financial instrument embodies an obligation of the issuer. The following instruments should be classified as a liability
based on the criteria in ASC 480-10-25:

    1.
    Mandatorily
    redeemable financial instruments issued in the form of shares,

    2.
    Obligations
    that require or may require repurchase of the issuer’s equity shares by transferring assets (e.g., written put options
    and forward purchase contracts), and

    3.
    Certain
    obligations to issue a variable number of shares where at inception the monetary value of the obligation is based solely or
    predominantly on:

    a.
    A
    fixed monetary amount known at inception, for example, a payable settlable with a variable number of the issuer’s equity
    shares,

    b.
    Variations
    in something other than the fair value of the issuer’s equity shares, for example, a financial instrument indexed to
    the S&P 500 and settlable with a variable number of the issuer’s equity shares,

    c.
    Variations
    inversely related to changes in the fair value of the issuer’s equity shares, for example, a written put option that
    could be net share settled.

The
Ritter Series Alpha preferred stock is not mandatorily redeemable, nor does it require the Company to repurchase the shares issued
(1 and 2, above). The Ritter Series Alpha preferred stock is not convertible into a variable number of common shares with a fixed
monetary amount at inception (3a); conversion is only tied to the variations in fair value of the Company’s equity shares
(3b) and, there is no inverse relationship with changes in the Company’s equity (3c). Based on our above analysis, the Ritter
Series Alpha preferred stock is not a liability within the scope of ASC 480.

Next,
we assessed whether the preferred stock should be classified in either permanent equity or mezzanine equity based on the guidance
in ASC 480-10-S99 (ASR 268). ASR 268 requires that a redeemable equity instrument is not to be included in permanent equity. Rather,
it should be reported between long-term debt and stockholders’ equity, without a subtotal that might imply it is a part
of stockholders’ equity (i.e., “temporary equity” or “mezzanine capital”). ASR 268 specifies that
redeemable stock is any type of equity security, including common or preferred stock, which has any of the following characteristics:

    ●
    it
    is redeemable at a fixed or determinable price on a fixed or determinable date or dates,

    ●
    it
    is redeemable at the option of the holder, or

    ●
    it
    has any condition for redemption which is not solely within the control of the issuer without regard to probability.

Securities
and Exchange Commission

March
27, 2020

Page
4

The
Series Alpha preferred stock is not unconditionally redeemable. The Series Alpha preferred stock is conditionally
redeemable only upon a Liquidation Event, which is defined as “any liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary.” A Liquidation Event, as defined, does not include certain deemed liquidation events that
are often seen in other preferred stock instruments, such as upon a change of control. ASC 480-10-25-4 specifically excludes instruments
redeemable only upon the liquidation or termination of the reporting entity: “A mandatorily redeemable financial instrument
shall be classified as a liability unless the redemption is required to occur only upon the liquidation or termination of the
reporting entity.” ASR 268 contains similar guidance in ASC 480-10-S993A(f): “Ordinary liquidation events, which involve
the redemption and liquidation of all of an entity’s equity instruments for cash or other assets of the entity, do not result
in an equity instrument being subject to ASR 268.” As the Series Alpha preferred stock is neither unconditionally
redeemable nor conditionally redeemable, other than in an ordinary liquidation, the Series Alpha preferred stock is classified
in permanent equity.

    6.
    In
    addition, you refer to a 5% commitment fee in adjustment (e), but you disclose 162,424,242 common shares on the cover page
    and 162,340,584 common shares on page 232 as it relates to the conversion of the Series Alpha preferred stock. Please revise
    to clearly explain how these common share numbers relate to the 5% equivalent.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the disclosure of 162,424,242 common shares
on the cover page is incorrect. The disclosure of 162,340,584 common shares on page 232, as it relates to the conversion of the
Series Alpha preferred stock, is correct. The share amount on the cover page has been corrected.

The
disclosure of 162,340,584 common shares on page 232, as it relates to the conversion of the Series Alpha preferred stock, is presented
without giving effect to the pro forma estimated one-for-25 Ritter Reverse Stock Split. The disclosed amount represents
the aggregate Qualigen Series Alpha preferred stock estimated to be issued in connection with the Pre-Closing Qualigen Financing,
which will be converted into the right to receive the same number of shares of Series Alpha preferred stock of the combined company
which will be convertible into 6,493,623 shares of common stock of the combined company, subject to a “blocker” provision,
after giving effect to the pro forma estimated one-for-25 Ritter Reverse Stock Split. This share amount is comprised of
three components, each of which is disclosed in the revised adjustment (e) in Note 3, Pro forma adjustments, to the unaudited
pro forma condensed combined financial statements included in the Second Amended Registration Statement, after giving effect
to the pro forma estimated one-for-25 Ritter Reverse Stock Split:

    ●
    The
    Qualigen Series Alpha preferred stock issued pursuant to the Pre-Closing Qualigen Financing described in the Financing Commitment
    Letter dated January 15, 2020, as amended, for $4.0 million in cash proceeds, will be exchanged in the merger for Ritter Series
    Alpha preferred stock, which will be convertible into 4,846,294 shares of common stock of the combined company.

Securities
and Exchange Commission

March
27, 2020

Page
5

    ●
    The
    Financing Commitment Letter provides that, for the commitment to fund the Pre-Closing Qualigen Financing, the Investor will
    receive a commitment fee from Qualigen equivalent to 5% of the issued and outstanding Ritter common stock as of immediately
    after the Closing on a fully diluted basis. Such commitment fee will be paid in Qualigen Series Alpha preferred stock and
    will be exchanged in the merger for Ritter Series Alpha preferred stock, which will be convertible into 1,211,573 shares of
    common stock of the combined company.

    ●
    In
    the Financing Commitment Letter, the Investor also agreed to, at or before Closing, convert the principal and accrued interest
    on all debt owed to it by Qualigen into shares of Qualigen common stock, at the conversion price set forth in such existing
    debt instruments, or into the Qualigen Series Alpha preferred stock issued in the Pre-Closing Qualigen Financing. Of the $1.4
    million in Qualigen convertible notes payable and $0.177 million of accrued interest payable to the Investor as of December
    31, 2019, Qualigen and the Investor have agreed that the first $350,000 of the debt will be converted into Qualigen Series
    Alpha preferred stock and the remainder of the debt will be converted into Qualigen common stock. The Qualigen Series Alpha
    preferred stock issued to the Investor will be exchanged in the merger for Ritter Series Alpha preferred stock, which will
    be convertible into 435,756 shares of common stock of the combined company.

 7. Please
                                         revise adjustment (e) to provide more details of the 1% common stock warrant. For example,
                                         disclose how and when the warrant strike price will be determined. Provide an estimated
                                         range of the fair value of the warrant. Disclose whether there will be a one time expense
                                         for the issuance and the reason it is not necessary to reflect the expense in the pro
                                         forma statements of operations as it is non-recurring.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure of adjustment
(e) in Note 3, Pro forma adjustments, to the unaudited pro forma condensed combined financial statements included in the Amended
Registration Statement to provide more details of the 1% common stock warrant.

Qualigen
has entered into a financing commitment letter with the Investor to sell to the Investor shares of Qualigen Series Alpha preferred
stock (and associated warrants) for at least $4 million in cash no later than immediately prior to the Effective Time (the “Pre-Closing
Qualigen Financing”). The consummation of the Pre-Closing Qualigen Financing is a condition to the merger.

The
warrants to be issued to the Investor of the Pre-Closing Qualigen Financing, pursuant to the Financing Commitment Letter dated
January 15, 2020, as amended, will have a fixed strike price and fixed notional value upon their issuance, determined on the close
of the merger. The Investor will be issued Qualigen common stock warrants exercisable for a number of shares of Qualigen common
stock that will represent, after assumption of the warrants by Ritter in the merger and adjustments of the warrants to reflect
the Exchange Ratio, warrants to purchase a number of shares of Ritter common stock that is, as of immediately after the merger,
1% of Ritter’s fully-diluted common stock. Pursuant to the Financing Commitment Letter, the warrants w