SecProbe.io

March 6, 2014

Via E -Mail
Hojabr Alimi
Chief Executive Officer
Ruthigen, Inc.
2455 Bennett Valley Road, Suite C116
Santa Rosa, CA

Re: Ruthigen, Inc.
Registration Statement on Form S -1
Filed February 24, 2014
  File No. 333 -190476

Dear Mr. Alimi :

We have reviewed your 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.

Cover Page
Exhibit 5.1

1. You appear to be registering the offer and sale of units consisting of one share of
common stock and one Series A warrant.  Please revise your fee table and the cover p age
to your prospectus to clarify that you are registering these units in addition to their
component securities.  In addition, please file a revised legal opinion that includes an
opinion with respect to the units.

Summary Financial Information, page 11

2. Please tell us why you exclud e the effect of the January 31, 2014 funding agreement with
Oculus and your obligation to repay the amounts disclosed on page 21 from your “as
adjusted” presentation.  Please reference for us the authoritative literature you r ely upon

Hojabr Alimi
Ruthigen, Inc.
March 6, 2014
Page 2

 to support your position.  In addition, please revise your footnote (1) disclosure to refer to
your unit offering instead of referring to a sale of shares.

Capitalization, page 43

3. Please revise your pro forma as adjusted presentation to give ef fect to your units offering.
Your current discussion refers to a common stock offering without acknowledging the
other elements of the units offered for sale.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Hojabr Alimi
Ruthigen, Inc.
March 6, 2014
Page 3

 You may contact  Ibolya Ignat at (202) 551 -3656  or Mark Brunhofer at (202) 551 -3638 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Amy Reischauer  at (202) 551 -3793, Daniel Greenspan at (202) 551 -3623, or me at (202)
551-3715  with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -Mail
Ivan Blumenthal
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
666 Third Avenue
New York,  NY 10017