SEC Company Response from AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702) (FFR) — Jun 16, 2015
AIxCrypto Holdings, Inc. (AIXC) (CIK 0001460702)
Date: June 16, 2015 · CIK: 0001460702 · Accession: 0001571049-15-005075
AI Filing Summary & Sentiment
File numbers found in text: 333-202924
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CORRESP
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Ritter Pharmaceuticals, Inc.
1801 Century Park East, Suite 1820
Los Angeles, California 90067
June 16, 2015
VIA EDGAR
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-7010
Attention: Mr. Johnny Gharib
Mr. Brian Pitko
Re: Ritter Pharmaceuticals, Inc. – Request for Acceleration
Registration Statement on Form S-1
File No. 333-202924
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. 333-202924), as amended (the “Registration Statement”), so
that it may become effective at 5:00 P.M. (Eastern Daylight Time) on June 18, 2015, or as soon thereafter as practicable.
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 authorizes
each of Yvan-Claude Pierre, Esq. and Daniel I. Goldberg, 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 Mr. Goldberg at (212) 549-0380 or, in his absence, Mr. Pierre at (212) 549-0378.
RITTER PHARMACEUTICALS, INC.
By: /s/ Michael D. Step
Michael D. Step
Chief Executive Officer