SecProbe.io

CORRESP
 1
 filename1.htm

 Qualigen
Therapeutics, Inc.

 5857
Owens Avenue, Suite 300

 Carlsbad,
CA 92008

 September
23, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Mr. Tyler Howes

 Re:
 Qualigen
 Therapeutics, Inc.

 Registration
 Statement on Form S-1

 Filed
 September 16, 2025

 File
 No. 333-290306

 Request
 for Acceleration of Effectiveness

 Dear
Mr. Howes:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the
" Registrant ") hereby respectfully requests the U.S. Securities and Exchange Commission (the
" Commission ") to accelerate the effectiveness of its Registration Statement on Form
S-1 (File No. 333-290306) (the " Registration Statement ") to 4:00 p.m. (Eastern Time) on Friday, September
26, 2025, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the
staff of the Commission.

 Please
orally confirm the effectiveness of the Registration Statement with Ross Carmel, Esq. of Sichenzia Ross Ference Carmel LLP, counsel to
the Company, at (646) 838-1310.

 Very
truly yours,

 QUALIGEN THERAPEUTICS, INC.

 By:
 /s/
 Kevin Richardson II

 Name:
 Kevin
 Richardson II

 Title:
 Interim
Chief Executive Officer

 cc:
 Ross
 Carmel, Esq., Sichenzia Ross Ference Carmel LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 23, 2025

Kevin Richardson II
Interim Chief Executive Officer
Qualigen Therapeutics, Inc.
5857 Owens Avenue, Suite 300
Carlsbad, CA 92008

 Re: Qualigen Therapeutics, Inc.
 Registration Statement on Form S-1
 Filed September 16, 2025
 File No. 333-290306
Dear Kevin Richardson II:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Ross Carmel, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Qualigen
Therapeutics, Inc.

5857
Owens Avenue, Suite 300

Carlsbad,
California 92008

December
17, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Tylor Howes

    Re:
    Qualigen
    Therapeutics, Inc.

    Registration
    Statement on Form S-1

    File
    33-283708

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Qualigen Therapeutics, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to December 19, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel,
Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration Statement be declared effective at some other time. In
making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

We
request that we be notified of such effectiveness by a telephone call to Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP, counsel
to the Company, at 646-838-1310 and that such effectiveness also be confirmed in writing.

Very
truly yours,

    Qualigen
    Therapeutics, Inc.

    By:

    /s/
    Kevin Richardson II

    Kevin
    Richardson II

    Interim
    Chief Executive Officer

December 17, 2024
Kevin A. Richardson II
Interim Chief Executive Officer
Qualigen Therapeutics, Inc.
5857 Owens Avenue, Suite 300
Carlsbad, CA 92008
Re:Qualigen Therapeutics, Inc.
Registration Statement on Form S-1
Filed December 9, 2024
File No. 333-283708
Dear Kevin A. Richardson II:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ross Carmel, Esq.

CORRESP
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Univest
Securities, LLC

75
Rockefeller Plaza 18C

New
York, NY 10019

August
29, 2024

VIA
EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.
 Washington, D.C. 20549

 Re: Qualigen
                                            Therapeutics, Inc.

    Registration
                                            Statement on Form S-1, as amended

    File
                                            No. 333-272623

    Request
                                            for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the placement
agent, hereby request that the Securities and Exchange Commission take appropriate action to cause the above-referenced registration
statement on Form S-1 (the “Registration Statement”) to become effective at 4:00 p.m., Eastern Time, on Wednesday, September
4, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the Act, please be advised that there will be distributed to each placement agent or dealer, who is reasonably anticipated
to be invited to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as
appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned, as placement agent, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    UNIVEST SECURITIES, LLC

    By:
    /s/
    Bradley Richmond

    Bradley
    Richmond

    COO
    and Head of Investment Banking

cc: Joseph
                                            Segilia, Esq.

  Sullivan
& Worcester LLP

CORRESP
1
filename1.htm

Qualigen
Therapeutics, Inc.

5857
Owens Avenue, Suite 300

Carlsbad,
California 92008

August
29, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Doris Stacey Gama, Jason Drory

    Re:
    Qualigen
    Therapeutics, Inc.

    Registration
    Statement on Form S-1

    File
    333-272623

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Qualigen Therapeutics, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to September 4, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel,
Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration Statement be declared effective at some other time. In
making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

We
request that we be notified of such effectiveness by a telephone call to Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP, counsel
to the Company, at 646-838-1310 and that such effectiveness also be confirmed in writing.

    Very
    truly yours,

    Qualigen
    Therapeutics, Inc.

    By:

    /s/
    Michael S. Poirier

    Michael
    S. Poirier

    Chief
    Executive Officer and Chairman of the Board

CORRESP
1
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UNIVEST
SECURITIES, LLC

75
ROCKEFELLER PLAZA 18C

NEW
YORK, NY 10019

August
12, 2024

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Qualigen
    Therapeutics, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-272623

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on August 12, 2024, in which we, as placement agent for Qualigen Therapeutics,
Inc.’s (the “Company’s”) proposed public offering, joined the Company’s request for acceleration of the
effective date of the above-referenced Registration Statement for August 12, 2024 at 4:00 p.m., Eastern Time. The Company is no longer
requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration
of the effective date.

If
you have any questions regarding the foregoing, please contact our counsel at Sullivan & Worcester LLP, Joseph Segilia, Esq. at 212-660-3027.

    Very truly yours,

    UNIVEST SECURITIES, LLC

    By:
    /s/
    Bradley Richmond

    Bradley
    Richmond

    COO
    and Head of Investment Banking

    cc:
    Joseph
    Segilia, Esq.

    Sullivan
    & Worcester LLP

CORRESP
1
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Qualigen
Therapeutics, Inc.

5857 Owens Avenue, Suite 300

Carlsbad,
California 92008

August
12, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100
F Street, N.E.

Washington, D.C. 20549

Attn:
Doris Stacey Gama, Jason Drory

    Re:
    Withdrawal
    of Acceleration Request on the Registration Statement on Form S-1 (File No. 333-272623)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on August 12, 2024, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Thursday, August 12, 2024, at 4:00 p.m. Eastern Time, in accordance with Rule
461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective
at this time, and we hereby formally withdraw our request for acceleration of the effective date.

If
you have any questions regarding this matter, please do not hesitate to contact our counsel, Sichenzia Ross Ference Carmel LLP, by calling
Ross D. Carmel, Esq. at 646-838-1310.

If
you have any questions regarding this matter, please do not hesitate to contact Ross D. Carmel, Esq. at the number above.

    Very
    truly yours,

    Qualigen
    Therapeutics, Inc.

    By:

    /s/
    Michael S. Poirier

    Michael
    S. Poirier

    Chief
    Executive Officer and Chairman of the Board

CORRESP
1
filename1.htm

Qualigen
Therapeutics, Inc.

5857 Owens Avenue, Suite 300

Carlsbad,
California 92008

August
12, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100
F Street, N.E.

Washington, D.C. 20549

Attn:
Doris Stacey Gama, Jason Drory

 Re: Qualigen
                                            Therapeutics, Inc.

                                            Registration Statement on Form S-1

                                            File 333-272623

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Qualigen Therapeutics, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to August 12, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel,
Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration Statement be declared effective at some other time. In
making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

We
request that we be notified of such effectiveness by a telephone call to Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP, counsel
to the Company, at 646-838-1310 and that such effectiveness also be confirmed in writing.

    Very
    truly yours,

    Qualigen
    Therapeutics, Inc.

    By:

    /s/
    Michael S. Poirier

    Michael
    S. Poirier

    Chief
    Executive Officer and Chairman of the Board

CORRESP
1
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Univest
Securities, LLC

75
Rockefeller Plaza 18C

New
York, NY 10019

August
12, 2024

VIA
EDGAR CORRESPONDENCE

    U.S.
    Securities and Exchange Commission

    Division
    of Corporation Finance

    Office
    of Industrial Applications and Services

    100
    F Street, N.E.

    Washington, D.C. 20549

    Re:
    Qualigen
    Therapeutics, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-272623

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the placement
agent, hereby request that the Securities and Exchange Commission take appropriate action to cause the above-referenced registration
statement on Form S-1 (the “Registration Statement”) to become effective at 4:00 p.m., Eastern Time, on Monday, August 12,
2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the Act, please be advised that there will be distributed to each placement agent or dealer, who is reasonably anticipated
to be invited to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as
appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned, as placement agent, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    UNIVEST SECURITIES, LLC

    By:
    /s/
    Bradley Richmond

    Bradley
    Richmond

    COO
    and Head of Investment Banking

    cc:
    Joseph
    Segilia, Esq.

    Sullivan
    & Worcester LLP

CORRESP
1
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August
9, 2024

Via
EDGAR

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Doris
    Stacey Gama

    Jason
    Drory

    Re:
    Qualigen
    Therapeutics, Inc.

    Response to the Staff’s Comments on

    Amendment
    No. 3 to the Registration Statement on Form S-1

    Filed
    on August 7, 2024 (File No. 333- 272623)

Dear
Sir and Madam:

On
behalf of our client, Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), we submit to the staff
(the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting
forth the Company’s responses to the comments contained in the Staff’s letter dated August 8, 2024 on the Company’s
registration statement on Form S-1/A filed on August 7, 2024 (the “Registration Statement”). Concurrently with the
submission of this letter, the Company is filing amendment No.4 to Registration Statement (the “Amendment No.4”) via
EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amendment No.3 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Amendment No.4.

General

    1.
    Please
    revise your cover page to disclose the volume of securities you will be offering in a best-efforts basis as required by Item 501(b)(2)
    of Regulation S-K. Given that this is a best-efforts, no minimum offering in which your placement agent is not required to arrange
    for the purchase and sale of any specific number or dollar amount of shares and that you may not sell the entire amount of common
    stock and warrants being offered, please delete references to the total amount of proceeds you may receive from the offering in the
    subheading of the prospectus. Finally, revise the legal opinion to reference the total number of securities being offered rather
    than the dollar amount. For additional guidance, refer to Securities Act Rules Compliance and Disclosure Interpretations Question
    227.02.

    Response:
    In response to the Staff’s comments, the Company has revised the disclosure on the cover page and the Exhibit 5.1 of the Amendment
    No.4.

    2.
    We
    note your disclosure that you have engaged Univest Securities, LLC to act as your placement agent in a best efforts offering. Please
    revise your cover page to disclose the termination date of the offering. See Item 501(b)(8)(iii) of Regulation S-K.

    Response:
    In response to the Staff’s comments, the Company has revised the disclosure on the cover page of the Amendment No.4.

    Use of Proceeds, page 21

    3.
    We
    note your intention to use approximately $1.6 million of the net proceeds of the offering to repay outstanding indebtedness. However,
    we also note that this is a best- efforts offering with no minimum offering amount. Given that this is a best-efforts, no minimum
    offering, please revise your Use of Proceeds section to explain how proceeds will be allocated in the event you raise less than the
    full $1.6 million required to repay outstanding indebtedness.

    Response:
    In response to the Staff’s comments, the Company has revised the disclosure on page 12 and page 21 of the Amendment No.4.

If
the Staff has any questions or comments concerning the foregoing, or requires any further information, please contact Ross D. Carmel,
Esq. at (212) 930-9700 ext. 645 or by email at rcarmel@srfc.law.

    Very
    truly yours,

    Sichenzia
    Ross Ference Carmel LLP

    /s/
    Ross D. Carmel, Esq.

    Ross
    D. Carmel, Esq.

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

August 8, 2024
Michael Poirier
Chief Executive Officer
Qualigen Therapeutics, Inc.
5857 Owens Avenue, Suite 300
Carlsbad, CA 92008
Re:Qualigen Therapeutics, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed August 7, 2024
File No. 333-272623
Dear Michael Poirier:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
General
1.Please revise your cover page to disclose the volume of securities you will be offering in a
best-efforts basis as required by Item 501(b)(2) of Regulation S-K. Given that this is a
best-efforts, no minimum offering in which your placement agent is not required to
arrange for the purchase and sale of any specific number or dollar amount of shares and
that you may not sell the entire amount of common stock and warrants being offered,
please delete references to the total amount of proceeds you may receive from the offering
in the subheading of the prospectus. Finally, revise the legal opinion to reference the total
number of securities being offered rather than the dollar amount. For additional guidance,
refer to Securities Act Rules Compliance and Disclosure Interpretations Question 227.02.
2.We note your disclosure that you have engaged Univest Securities, LLC to act as your
placement agent in a best efforts offering. Please revise your cover page to disclose the
termination date of the offering. See Item 501(b)(8)(iii) of Regulation S-K.

August 8, 2024
Page 2
Use of Proceeds, page 21
3.We note your intention to use approximately $1.6 million of the net proceeds of the
offering to repay outstanding indebtedness. However, we also note that this is a best-
efforts offering with no minimum offering amount. Given that this is a best-efforts, no
minimum offering, please revise your Use of Proceeds section to explain how proceeds
will be allocated in the event you raise less than the full $1.6 million required to repay
outstanding indebtedness.
            Please contact Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ross Carmel, Esq.

CORRESP
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    1221
    McKinney Street

    Suite
    2100

    Houston,
    TX 77010

    +1
    713 469 3800

    Fax
    +1 713 469 3899

    reedsmith.com

October
2, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Doris Stacey Gama and Jason Drory

Re: Qualigen
                                            Therapeutics, Inc.

  Registration
                                            Statement on Form S-1

  Filed
                                            June 13, 2023

  File
                                            No. 333-272623

Dear
Ms. Gama and Mr. Drory:

On
behalf of our client, Qualigen Therapeutics, 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
June 23, 2023 (the “Comment Letter”), relating to the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”). We are concurrently filing via EDGAR this letter and Amendment No. 1 to the Registration Statement (as amended, the
“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 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 Amended Registration Statement. Defined terms used but not otherwise defined herein have the meanings ascribed
to such terms in the Amended Registration Statement.

Securities
and Exchange Commission

October
2, 2023

Page
2

Registration
Statement on Form S-1

1. We
                                            note that you intend to name a placement agent for the offering. Please identify the name
                                            of the placement agent in your next amendment. Additionally, it does not appear that your
                                            exhibit index currently includes a placeholder for a Placement Agent Agreement. Please update
                                            your exhibit index to include your Placement Agent Agreement, or advise.

The
Company has identified the placement agent for the proposed offering in the Amended Registration Statement and have included a placeholder
for the Placement Agent Agreement, which will be filed.

2. Please
                                            revise your disclosure to include all of the information that is required by Item 501(b)(8)(iii)
                                            of Regulation S-K, including (i) the date that the offering will end, (ii) any minimum purchase
                                            requirements and (iii) any arrangements to place the funds in escrow.

The
Company has included the requested information in the Amended Registration Statement.

Please
do not hesitate to call the undersigned at (713) 469-3874 with any questions.

    Sincerely,

    /s/
    William D. Davis II

    William
    D. Davis II

cc.
Michael S. Poirier, CEO of Qualigen Therapeutics, Inc.

United States securities and exchange commission logo
June 23, 2023
Michael Poirier
Chief Executive Officer
Qualigen Therapeutics, Inc.
2042 Corte Del Nogal
Carlsbad, CA 92011
Re:Qualigen Therapeutics, Inc.
Registration Statement on Form S-1
Filed June 13, 2023
File No. 333-272623
Dear Michael Poirier:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1
Cover Page
1.We note that you intend to name a placement agent for the offering. Please identify the
name of the placement agent in your next amendment. Additionally, it does not appear
that your exhibit index currently includes a placeholder for a Placement Agent Agreement.
Please update your exhibit index to include your Placement Agent Agreement, or advise.
2.Please revise your disclosure to include all of the information that is required by Item
501(b)(8)(iii) of Regulation S-K, including (i) the date that the offering will end, (ii) any
minimum purchase requirements and (iii) any arrangements to place the funds in escrow.

 FirstName LastNameMichael Poirier
 Comapany NameQualigen Therapeutics, Inc.
 June 23, 2023 Page 2
 FirstName LastName
Michael Poirier
Qualigen Therapeutics, Inc.
June 23, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wendy Grasso, Esq.

CORRESP
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January
3, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Joshua Gorsky

    Re:
    Qualigen Therapeutics, Inc. – Request for Acceleration

    Registration Statement on Form S-3

    File No. 333- 269088

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Qualigen Therapeutics, Inc. (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333- 269088) (the “Registration
Statement”), so that it may become effective at 4:30 p.m. Eastern Standard Time on Thursday, January 5, 2023, or as soon
thereafter as practicable.

The
Registrant hereby authorizes Wendy Grasso, Esq. of Reed Smith LLP, attorney 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, Esq. at (212) 549-0216.

    QUALIGEN THERAPEUTICS, INC.

    By:
     /s/ Michael Poirier

    Michael Poirier

    Chairman & Chief Executive Officer

United States securities and exchange commission logo
January 3, 2023
Michael S. Poirier
Chief Executive Officer
Qualigen Therapeutics, Inc.
2042 Corte Del Nogal
Carlsbad, California 92011
Re:Qualigen Therapeutics, Inc.
Registration Statement on Form S-3
Filed December 30, 2022
File No. 333-269088
Dear Michael S. Poirier:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wendy Grasso

CORRESP
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August
3, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Doris Stacey Gama

    Re:

    Qualigen
    Therapeutics, Inc. – Request for Acceleration

    Registration
    Statement on Form S-3

    File
    No. 333- 266430

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Qualigen Therapeutics, Inc. (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333- 266430) (the “Registration
Statement”), so that it may become effective at 4:30 p.m. Eastern Standard Time on Friday, August 5, 2022, or as soon thereafter
as practicable.

The
Registrant hereby authorizes Wendy Grasso, Esq. of Reed Smith LLP, attorney 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, Esq. at (212) 549-0216.

    QUALIGEN
    THERAPEUTICS, INC.

    By:
    /s/
    Michael Poirier

    Michael
    Poirier

    Chairman
    & Chief Executive Officer

2042
Corte del Nogal, Carlsbad, CA 92011             Tel 877.709.2169          Fax 760.918.9165            www.qualigeninc.com

United States securities and exchange commission logo
August 3, 2022
Michael Poirier
Chief Executive Officer
Qualigen Therapeutics, Inc.
2042 Corte Del Nogal
Carlsbad, California 92011
Re:Qualigen Therapeutics, Inc.
Registration Statement on Form S-3
Filed July 29, 2022
File No. 333-266430
Dear Mr. Poirier:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wendy Grasso, Esq.

CORRESP
1
filename1.htm

June
27, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Doris Stacey Gama

    Re:

    Qualigen
    Therapeutics, Inc. – Request for Acceleration

    Registration
    Statement on Form S-3

    File
    No. 333- 265691

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Qualigen Therapeutics, Inc. (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333- 265691) (the “Registration
Statement”), so that it may become effective at 4:30 p.m. Eastern Standard Time on Wednesday, June 29, 2022, or as soon
thereafter as practicable.

The
Registrant hereby authorizes Wendy Grasso, Esq. of Reed Smith LLP, attorney 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, Esq. at (212) 549-0216.

    QUALIGEN
    THERAPEUTICS, INC.

    By:
    /s/
    Michael Poirier

    Michael
    Poirier

    Chairman
    & Chief Executive Officer

2042
Corte del Nogal, Carlsbad, CA 92011            Tel 877.709.2169             Fax 760.918.9165             www.qualigeninc.com

United States securities and exchange commission logo
June 24, 2022
Michael Poirier
Chief Executive Officer
Qualigen Therapeutics, Inc.
2042 Corte Del Nogal
Carlsbad, CA 92011
Re:Qualigen Therapeutics, Inc.
Registration on Form S-3
Filed June 17, 2022
File No. 333-265691
Dear Mr. Poirier:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wendy Grasso, Esq.

CORRESP
1
filename1.htm

April
7, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, NE

Washington,
D.C. 20549

Attention:
Ms. Ada Sarmento and Ms. Celeste Murphy

    Re:

    Ritter
    Pharmaceuticals, Inc.

    Registration
    Statement on Form S-4

    File
    No. 333-236235

    Acceleration
    Request

Requested
Date: April 9, 2020

Requested
Time: 9:00 A.M. Eastern Time

Dear
Ms. Sarmento and Ms. Murphy:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Ritter Pharmaceuticals, Inc. (the “Company”)
hereby respectfully requests that the above-referenced Registration Statement on Form S-4 (File No. 333-236235) (the “Registration
Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth
above, or as soon as practicable thereafter, or at such later time as the Company or its counsel may orally request via
telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. The Company
hereby authorizes each of Wendy Grasso and Jennifer Cheng of Reed Smith LLP, counsel to the Company, to make such request on
its behalf.

Please
confirm the effectiveness of the Registration Statement with Wendy Grasso of Reed Smith LLP by telephone at (917) 993-3645 or,
in her absence, Jennifer Cheng of Reed Smith LLP by telephone at (917) 209-5514.

    Sincerely,

    RITTER
    PHARMACEUTICALS, INC.

    /s/
    Andrew Ritter

    Andrew
    Ritter

    Chief
    Executive Officer

cc:
Wendy Grasso and Jennifer Cheng, Reed Smith LLP

CORRESP
1
filename1.htm

April
6, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Ada Sarmento and Ms. Celeste Murphy

    Re:
    Ritter
    Pharmaceuticals, Inc.

    Amendment
    No. 2 to Registration Statement on Form S-4

    Filed
    March 27, 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 April 2, 2020 (the “Comment Letter”), relating to the above-referenced Registration Statement on
Form S-4 (the “Registration Statement”). We are concurrently filing via EDGAR this letter and Amendment No. 3 to the
Registration Statement (the “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 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 Amended Registration Statement. Defined terms used but not otherwise defined herein
have the meanings ascribed to such terms in the Amended Registration Statement.

Securities
and Exchange Commission

April
6, 2020

Page
2

Amendment No. 2 to Registration Statement on Form S-4

Qualigen
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 193

    1.
    In
    response to prior comment 16 you set forth that rental revenue is zero for the fiscal 2020 interim period, and in your MD&A
    you state that operating revenues are primarily generated from sales of diagnostic tests. Please clarify your disclosure to
    explain the reason why instruments are a small portion of your revenues, including the reason why rental revenue has declined
    to zero. Clearly identify the trends reflected in these changes and the extent to which you expect these trends to continue.

    The
                                         Company acknowledges the Staff’s comment and respectfully advises the Staff that
                                         it has added additional disclosure to page 194 of the Amended Registration Statement
                                         to address this comment.

Annual
Financial Statements of Qualigen, Inc.

Notes
to Financial Statements

General,
page F-42

    2.
    We
    note your response to prior comment 13 and your conclusion that you operate in only one business segment. Please note, however,
    that ASC 280-10-50-40 through 50-42 applies to entities that have a single reportable segment, as set forth in ASC 280-10-50-38.
    Please provide the required disclosures.

    The
                                         Company acknowledges the Staff’s comment and respectfully advises the Staff that
                                         the required disclosures have been included in the notes to Qualigen, Inc.’s financial
                                         statements included in the Amended Registration Statement on page F-51, footnote 16.

    - 2 -

Securities
and Exchange Commission

April
6, 2020

Page
3

If
it would expedite the review of the information provided herein, please do not hesitate to call the undersigned at (212) 549-0216.

    Sincerely,

    /s/ Wendy Grasso

    Wendy
    Grasso

cc:
Andrew J. Ritter, CEO of Ritter Pharmaceuticals, Inc.

    - 3 -

April 2, 2020
Andrew J. Ritter
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East, Suite 1000
Los Angeles, CA 90067
Re:Ritter Pharmaceuticals, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed March 27, 2020
File No. 333-236235
Dear Mr. Ritter:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our March 24, 2020 letter.
Amendment No. 2 to Registration Statement on Form S-4
Qualigen Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 193
1.In response to prior comment 16 you set forth that rental revenue is zero for the fiscal
2020 interim period, and in your MD&A you state that operating revenues are primarily
generated from sales of diagnostic tests.  Please clarify your disclosure to explain the
reason why instruments are a small portion of your revenues, including the reason why
rental revenue has declined to zero.  Clearly identify the trends reflected in these changes,
and the extent to which you expect these trends to continue.

 FirstName LastNameAndrew J. Ritter
 Comapany NameRitter Pharmaceuticals, Inc.
 April 2, 2020 Page 2
 FirstName LastName
Andrew J. Ritter
Ritter Pharmaceuticals, Inc.
April 2, 2020
Page 2
Annual Financial Statements of Qualigen, Inc.
Notes to Financial Statements
General, page F-42
2.We note your response to prior comment 13 and your conclusion that you operate in only
one business segment.  Please note, however, that ASC 280-10-50-40 through 50-42
applies to entities that have a single reportable segment, as set forth in ASC 280-10-50-
38.  Please provide the required disclosures.
            You may contact Michael Fay at 202-551-3812 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wendy Grasso, Esq.

CORRESP
1
filename1.htm

        599
        Lexington Avenue

        New
        York, NY 10022-7650

        +1
        212 521 5400

        Fax
        +1 212 521 5450

        reedsmith.com

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

March 24, 2020
Andrew J. Ritter
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East, Suite 1000
Los Angeles, CA 90067
Re:Ritter Pharmaceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed March 13, 2020
File No. 333-236235
Dear Mr. Ritter:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our February 28, 2020 letter.
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.
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

 FirstName LastNameAndrew J. Ritter
 Comapany NameRitter Pharmaceuticals, Inc.
 March 24, 2020 Page 2
 FirstName LastNameAndrew J. Ritter
Ritter Pharmaceuticals, Inc.
March 24, 2020
Page 2
certain circumstances.  Please clarify whether the royalty term under this agreement has
the same duration.
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.
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.
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.
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.
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.
8.We have reviewed your response to prior comment 25 and the revised disclosure in
adjustment (j).  Please expand your disclosure, in tabular form, to quantify the number of
shares that are excluded from pro forma diluted weighted average number of shares as
their effect would be antidilutive.  Also, provide on a separate line item of your pro forma
weighted average shares table the 1,090,416 shares disclosed in adjustment (h).
9.We have reviewed your response to prior comment 26 and the revised disclosure in
adjustment (h).  Please clarify your disclosure to indicate that the amounts will be
recorded as non-employee compensation in the period of the merger, as indicated in your
response, and that the cost is not reflected in the pro forma statements of operations as it is
nonrecurring.

 FirstName LastNameAndrew J. Ritter
 Comapany NameRitter Pharmaceuticals, Inc.
 March 24, 2020 Page 3
 FirstName LastNameAndrew J. Ritter
Ritter Pharmaceuticals, Inc.
March 24, 2020
Page 3
Ritter Series Alpha Preferred Stock, page 216
10.Please disclose the "equity conditions" covenants, as referred to under Liquidation
Preference.
11.Please revise your disclosure to more clearly describe how the number of common shares
to be issued will be determined upon conversion of Ritter Series Alpha preferred stock.
Annual Financial Statements of Qualigen, Inc.
Independent Auditor's Report, page F-36
12.Please have your auditor provide a revised report complying with AS 3101 regarding the
format of audit reports and that confirms that their audit was performed in compliance
with PCAOB standards.
Notes to Financial Statements
General, page F-42
13.We have reviewed your response to prior comment 34 and the notes to the financial
statements, but we have not identified any revised disclosure responsive to the
prior comment.  Please revise as necessary and clarify where you have provided the
entity-wide disclosures required by ASC 280-10-50-40 through 50-42.
1. Organization and Summary of Significant Accounting Policies
Net Product Sales, page F-45
14.We have reviewed your response to prior comment 35 and note that you simply removed
the references to distributor allowances rather than describing them as requested.  Please
clarify for us the basis for this revision.  Confirm if true that you have not had any
distributor allowances, or revise as previously requested to describe them.
Research and Licenses, page F-45
15.We have reviewed your response to prior comment 39 and do not note revised disclosure
responsive to the comment.  Please revise your disclosure to address how you account for
research revenue when there is a possibility of contingent payments related to
unsuccessful research and development activities, as referred to on page F-46 of your
prior filing.
5. Equipment held for Lease, net, page F-50
16.We note your response to prior comment 41 and your determination that none of your
arrangements meet the criteria for classification as a sales-type lease.  Please explain to us
in further detail how you considered ASC 840-10-25-1(c).  In this regard, we note on page
F-44 that your agreements are generally three years and the useful life of your medical
equipment is three to five years.  As part of your response, tell us the useful life you use
for purposes of ASC 840, and explain to us in further detail how you determined this

 FirstName LastNameAndrew J. Ritter
 Comapany NameRitter Pharmaceuticals, Inc.
 March 24, 2020 Page 4
 FirstName LastName
Andrew J. Ritter
Ritter Pharmaceuticals, Inc.
March 24, 2020
Page 4
useful life.  Explain to us how your product is used after it is returned to you in support of
any useful life of greater than three years.
12. Research and License Agreements, page F-54
17.We have reviewed your response to prior comment 45, but do not note any revised
disclosure responsive to the comment.  We reissue the prior comment.  Clarify your
disclosure to more clearly identify the party that is providing the $7.2 million in
future financing and the party that is receiving the financing, and the amount that has been
provided to date.  In addition, revise to clarify why you you became liable to refund
$500,000 and owe an additional $390,000 to Sekisui, as disclosed in Note 16 on page F-
65.
18.We have reviewed your response to prior comment 43 and we do not note any revised
disclosure to address your prior reference to a contingent payment.  In this regard, it
appears that there is no more reference to the contingent payment.  If true, confirm to us
that no such contingent payment obligation exists. Please explain to us details regarding
the contingent payments related to the partnership with Sekisui and also explain to us the
basis for any disclosure that is provided or not provided in the filing regarding these
contingent payments.
            You may contact Michael Fay at 202-551-3812 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wendy Grasso, Esq.

CORRESP
1
filename1.htm

599
Lexington Avenue

New
York, NY 10022-7650

+1
212 521 5400

Fax
+1 212 521 5450

reedsmith.com

March
13, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Mr. Jeffrey P. Riedler

    Re:
    Ritter
    Pharmaceuticals, Inc.

    Registration
    Statement on Form S-4

    Filed
    February 4, 2020

    File
    No. 333-236235

Dear
Ms. Sarmento and Ms. Murphy:

On
behalf of our client, Ritter Pharmaceuticals, Inc. (“Ritter” or 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 February 28, 2020 (the “Comment Letter”), relating to the above-referenced Registration
Statement on Form S-4 (the “Registration Statement”). We are concurrently filing via EDGAR this letter and Amendment
No. 1 to the Registration Statement (the “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 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 Amended Registration Statement. Defined terms used but not otherwise defined herein
have the meanings ascribed to such terms in the Amended Registration Statement.

Registration
Statement on Form S-4

Questions
and Answers about the Merger

Q:
What is the Pre-Closing Qualigen Financing?, page 12

    1.

    Please
    file the financing commitment letter as an exhibit or tell us why you don’t believe it’s necessary.

    The
    Company acknowledges the Staff’s comment and respectfully advises the Staff that it has filed the financing commitment
    letter and will also file (by amendment) an amendment to the financing commitment letter recently entered into as exhibits
    to the Amended Registration Statement.

    Securities and Exchange Commission

March
                                         13, 2020

Page 2

Risks
Related to Qualigen

Qualigen
relies on its distribution partner Sekisui, page 54

    2.

    Please
    file the distribution agreement with Sekisui as an exhibit or tell us why you don’t believe it’s necessary.

    The
    Company acknowledges the Staff’s comment and respectfully advises the Staff that it has filed the distribution agreement
    with Sekisui as an exhibit to the Amended Registration Statement.

Background
of the Transaction, page 93

    3.

    We
    note your disclosure that, beginning on October 7, 2019, Ritter management consulted with certain members of the Ritter Board
    on two occasions and following such consultations, selected a subset of candidates to progress to in-person presentations
    and to receive an initial draft of a letter of intent, respectively. Please disclose which members of the Ritter Board were
    consulted on both occasions and what criteria was used to determine the two subsets of candidates.

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

    4.

    We
    note your disclosure that members of the Transaction Committee received copies of the full proposals submitted by Party B,
    Party C and Party D and a summary of each of the 13 proposals submitted to AGP, including Qualigen’s proposal, on October
    26, 2019. Please disclose who determined to provide full copies of only three proposals and how that determination was made.

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

    Securities and Exchange Commission

March
                                         13, 2020

Page 3

    5.

    We
    note your disclosure that the Transaction Committee directed Ritter management to continue to explore a potential transaction
    with each of Qualigen and Parties A, B, C, D, E and F on October 30, 2019, but Qualigen was informed that Ritter would be
    pursing an alternative transaction and would not be pursuing a transaction with Qualigen on November 1, 2019. Please disclose
    what transpired between October 30, 2019 and November 1, 2019 to change the Transaction Committee’s decision and what
    factors were considered. Please also revise to disclose the material terms of the bids from Qualigen and Parties A, B, C,
    D, E and F. To the extent that you have not already done so, please disclose how the material terms of the Qualigen bid were
    negotiated, including how the deal value, pricing mechanism, exchange ratio and ownership split were negotiated.

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

    6.
    Please
    disclose what parts of the proposals from Parties B, C and D led the Transaction Committee to determine that Parties B, C
    and D were the candidates the most likely to have the ability to consummate a merger with Ritter within a compressed timeframe
    and on terms most likely to maximize shareholder value. Please also discuss whether Ritter considered reaching out to the
    other parties who submitted proposals to see whether they could make their offers more competitive.

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

    7.
    We
    note your disclosure that AGP conducted a valuation analysis of each proposal. Please expand your disclosure to describe the
    analyses performed, including comparables selected for evaluation, the assumptions underlying such analyses and the resulting
    valuation or valuation range resulting from the analyses.

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

Ritter
Business, page 151

    8.
    We
    note your disclosure on page 39 that Ritter may continue to seek partnering, collaborative or similar strategic arrangements
    with third parties to develop and commercialize RP-G28 either as a prescription drug or OTC product or as a dietary supplement
    if the merger is not completed. Please disclose in this section if the combined company has any plans for RP-G28 if the merger
    is completed.

    The
    Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosures
    in the Amended Registration Statement to explain that the combined company does not intend to continue the clinical development
    of RP-G28 and will look to sell, license or transfer the RP-G28 assets.

    Securities and Exchange Commission

March
                                         13, 2020

Page 4

    9.
    Please
    remove statements in this section that RP-G28 could become the first drug approved by the FDA for the treatment of LI if approved
    and RP-G28 was expected to have the potential to become the first FDA-approved drug for the reduction of symptoms associated
    with LI. Since you disclose that all further development efforts for RP-G28 have been suspended, it is not appropriate to
    make these statements. Please also remove the statement that clinical testing demonstrated that Lactagen was an effective
    and safe product for reducing symptoms for nearly 80% of the clinical participants who were on Lactagen. Determinations of
    safety and efficacy are solely within the authority of the FDA, and and it appears that Lactagen never received FDA approval.

    The
    Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosures
    in the Amended Registration Statement to remove these statements.

Galacto-oligosaccharides
(GOS), page 153

    10.

    Please
    revise Figure 1 on page 154 to better differentiate the control, glucose, GOS1 and GOS2 lines.

    The
    Company acknowledges the Staff’s comment and respectfully advises the Staff that it has included a new Figure 1 in the
    Amended Registration Statement that better differentiates the control, glucose, GOS1 and GOS2 lines.

Qualigen’s
Business

Products
and Solutions, page 169

    11.

    We
    note your disclosure here that your products have been shown preclinically to have the potential to work together, alone or
    in combination with other therapies, multiplying their effectiveness. Please remove any reference to effectiveness for product
    candidates which have yet to receive FDA approval, and please do not refer to such product candidates as “products.”
    Similarly, please remove any references to increased potency in preclinical studies for ALAN on page 170. Determinations of
    efficacy are solely within the authority of the FDA.

    The
    Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosures
    in the Amended Registration Statement to remove these statements.

    12.

    We
    note references to preclinical studies here and on page 170. To the extent that you reference preclinical data suggestive
    of the potential of your product candidates, please revise to discuss the studies and present the data supporting your statements.

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

    Securities and Exchange Commission

March
                                         13, 2020

Page 5

Overview,
page 169

    13.

    Please
    make it clear in this section and in the Products and Solutions section that the only product that is currently commercially
    available is the FastPack System. Please revise to disclose in this section the current stage of development for each of your
    product candidates: ALAN, RAS-F3 and STARS.

    The
    Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosures
    in the Amended Registration Statement to clarify that the FastPack System is the only product that is currently commercially
    available and to provide the other information requested by this comment.

ALAN
(AS1411-GNP), page 170

    14.

    Please
    revise your disclosure of the ULRF License Agreement and ACT License Agreement to provide the royalty term, the duration of
    the agreement and the termination provisions. We also note your disclosure that Qualigen has agreed to pay ULRF and ACT payments
    ranging from $100,000 to $5,000,000 upon the achievement of certain milestones. If $5,000,000 is not the aggregate future
    milestone payments to be made, please revise your disclosure to include that number. Please also file both license agreements
    as exhibits or tell us why you don’t believe it’s necessary.

    The
    Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosures
    in the Amended Registration Statement to provide the information requested by this comment. The Company has also filed both
    license agreements as exhibits to the Amended Registration Statement.

Regulatory
Strategy, page 171

    15.

    We
    note your disclosure that Qualigen has demonstrated success in regulatory affairs, having obtained 17 FDA approvals and 19
    CE-Marks for its products to date. Please revise to disclose for which products these approvals and marks have been received
    and that Qualigen has never received FDA or other regulatory approval for a drug candidate.

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

    16.

    We
    note your disclosure that your strategy for ALAN will not require Phase 3 trials. Please disclose your basis for this statement
    and that there is no guarantee that the FDA will not require you to conduct Phase 3 trials for ALAN.

    The
    Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosures
    in the Amended Registration Statement to provide the information requested by this comment and to clarify that there is no
    guarantee that the FDA will not require Qualigen, Inc. (“Qualigen”) to conduct Phase 3 trials for ALAN.

    Securities and Exchange Commission

March
                                         13, 2020

Page 6

Intellectual
Property, page 173

    17.

    Please
    revise to disclose the specific products, product groups and technologies to which your patents relate, whether they are owned
    or licensed, the type of patent protection you have, the expiration dates, the applicable jurisdictions and whether there
    are any contested proceedings or third-party claims.

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

Qualigen
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 193

    18.

    Tell
    us whether you track any of your R&D costs incurred by program area. If so, tell us your consideration given for disclosing
    a breakdown of this information in your filing to provide additional context to your R&D activities. If not, tell us your
    consideration for disclosing the fact that you do not track these costs by pipeline program area and for providing other quantitative
    or qualitative disclosure that provides transparency as to the types of costs incurred and concentrations of effort expended.

    The
    Company acknowledges the Staff’s comment and respectfully advises the Staff that Qualigen does track R&D costs incurred
    by program area and the Company has revised its disclosures in the Amended Registration Statement to provide the information
    requested by this comment.

    19.

    Revise
    your MD&A to address the following:

    ●
    Discuss
    the fluctuations in your cost of goods sold, both in terms of dollars as well as percentage of product sales.

    ●
    Discuss
    the extent to which the amounts were affected by changes in your inventory reserves.

    ●
    Discuss
    the reasons for the significant reserves against your inventory, as well as the reasons for the changes in the reserves between
    periods.

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

Unaudited
Pro Forma Condensed Combined Financial Statements

Unaudited
Pro Forma Condensed Combined Balance Sheet, page 208

    Securities and Exchange Commission

March
                                         13, 2020

Page 7

    20.

    Given
    that you have determined that Qualigen is the accounting acquirer, revise your pro forma presentations to start with the Qualigen

February 28, 2020
Andrew J. Ritter
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East, Suite 1000
Los Angeles, CA 90067
Re:Ritter Pharmaceuticals, Inc.
Registration Statement on Form S-4
Filed February 4, 2020
File No. 333-236235
Dear Mr. Ritter:
            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.
Registration Statement on Form S-4
Questions and Answers about the Merger
Q: What is the Pre-Closing Qualigen Financing?, page 12
1.Please file the financing commitment letter as an exhibit or tell us why you don't believe
it's necessary.
Risks Related to Qualigen
Qualigen relies on its distribution partner Sekisui, page 54
2.Please file the distribution agreement with Sekisui as an exhibit or tell us why you don't
believe it's necessary.

 FirstName LastNameAndrew J. Ritter
 Comapany NameRitter Pharmaceuticals, Inc.
 February 28, 2020 Page 2
 FirstName LastNameAndrew J. Ritter
Ritter Pharmaceuticals, Inc.
February 28, 2020
Page 2
Background of the Transaction, page 93
3.We note your disclosure that, beginning on October 7, 2019, Ritter management consulted
with certain members of the Ritter Board on two occasions and following such
consultations, selected a subset of candidates to progress to in-person presentations and to
receive an initial draft of a letter of intent, respectively.  Please disclose which members of
the Ritter Board were consulted on both occasions and what criteria was used to determine
the two subsets of candidates.
4.We note your disclosure that members of the Transaction Committee received copies of
the full proposals submitted by Party B, Party C and Party D and a summary of each of the
13 proposals submitted to AGP, including Qualigen’s proposal, on October 26, 2019.
Please disclose who determined to provide full copies of only three proposals and how
that determination was made.
5.We note your disclosure that the Transaction Committee directed Ritter management to
continue to explore a potential transaction with each of Qualigen and Parties A, B, C, D, E
and F on October 30, 2019, but Qualigen was informed that Ritter would be pursing an
alternative transaction and would not be pursuing a transaction with Qualigen on
November 1, 2019.  Please disclose what transpired between October 30, 2019 and
November 1, 2019 to change the Transaction Committee's decision and what factors were
considered. Please also revise to disclose the material terms of the bids from Qualigen and
Parties A, B, C, D, E and F.  To the extent that you have not already done so, please
disclose how the material terms of the Qualigen bid were negotiated, including how the
deal value, pricing mechanism, exchange ratio and ownership split were negotiated.
6.Please disclose what parts of the proposals from Parties B, C and D led the Transaction
Committee to determine that Parties B, C and D were the candidates the most likely to
have the ability to consummate a merger with Ritter within a compressed timeframe and
on terms most likely to maximize shareholder value.  Please also discuss whether Ritter
considered reaching out to the other parties who submitted proposals to see whether they
could make their offers more competitive.
7.We note your disclosure that AGP conducted a valuation analysis of each proposal. Please
expand your disclosure to describe the analyses performed, including comparables
selected for evaluation, the assumptions underlying such analyses and the resulting
valuation or valuation range resulting from the analyses.
Ritter Business, page 151
8.We note your disclosure on page 39 that Ritter may continue to seek partnering,
collaborative or similar strategic arrangements with third parties to develop and
commercialize RP-G28 either as a prescription drug or OTC product or as a dietary
supplement if the merger is not completed.  Please disclose in this section if the combined
company has any plans for RP-G28 if the merger is completed.

 FirstName LastNameAndrew J. Ritter
 Comapany NameRitter Pharmaceuticals, Inc.
 February 28, 2020 Page 3
 FirstName LastNameAndrew J. Ritter
Ritter Pharmaceuticals, Inc.
February 28, 2020
Page 3
9.Please remove statements in this section that RP-G28 could become the first drug
approved by the FDA for the treatment of LI if approved and RP-G28 was expected to
have the potential to become the first FDA-approved drug for the reduction of symptoms
associated with LI.  Since you disclose that all further development efforts for RP-G28
have been suspended, it is not appropriate to make these statements.  Please also remove
the statement that clinical testing demonstrated that Lactagen was an effective and safe
product for reducing symptoms for nearly 80% of the clinical participants who were on
Lactagen.  Determinations of safety and efficacy are solely within the authority of the
FDA, and and it appears that Lactagen never received FDA approval.
Galacto-oligosaccharides (GOS), page 153
10.Please revise Figure 1 on page 154 to better differentiate the control, glucose, GOS1 and
GOS2 lines.
Products and Solutions, page 169
11.We note your disclosure here that your products have been shown preclinically to have the
potential to work together, alone or in combination with other therapies, multiplying their
effectiveness.  Please remove any reference to effectiveness for product candidates which
have yet to receive FDA approval, and please do not refer to such product candidates as
"products."  Similarly, please remove any references to increased potency in preclinical
studies for ALAN on page 170.  Determinations of efficacy are solely within the authority
of the FDA.
12.We note references to preclinical studies here and on page 170.  To the extent that you
reference preclinical data suggestive of the potential of your product candidates, please
revise to discuss the studies and present the data supporting your statements.
Qualigen's Business
Overview, page 169
13.Please make it clear in this section and in the Products and Solutions section that the only
product that is currently commercially available is the FastPack System.  Please revise to
disclose in this section the current stage of development for each of your product
candidates: ALAN, RAS-F3 and STARS.
ALAN (AS1411-GNP), page 170
14.Please revise your disclosure of the ULRF License Agreement and ACT License
Agreement to provide the royalty term, the duration of the agreement and the termination
provisions.  We also note your disclosure that Qualigen has agreed to pay ULRF and ACT
payments ranging from $100,000 to $5,000,000 upon the achievement of
certain milestones.  If $5,000,000 is not the aggregate future milestone payments to be
made, please revise your disclosure to include that number.  Please also file both license
agreements as exhibits or tell us why you don't believe it's necessary.

 FirstName LastNameAndrew J. Ritter
 Comapany NameRitter Pharmaceuticals, Inc.
 February 28, 2020 Page 4
 FirstName LastNameAndrew J. Ritter
Ritter Pharmaceuticals, Inc.
February 28, 2020
Page 4
Regulatory Strategy, page 171
15.We note your disclosure that Qualigen has demonstrated success in regulatory affairs,
having obtained 17 FDA approvals and 19 CE-Marks for its products to date.  Please
revise to disclose for which products these approvals and marks have been received
and that Qualigen has never received FDA or other regulatory approval for a drug
candidate.
16.We note your disclosure that your strategy for ALAN will not require Phase 3 trials.
Please disclose your basis for this statement and that there is no guarantee that the FDA
will not require you to conduct Phase 3 trials for ALAN.
Intellectual Property, page 173
17.Please revise to disclose the specific products, product groups and technologies to which
your patents relate, whether they are owned or licensed, the type of patent protection you
have, the expiration dates, the applicable jurisdictions and whether there are any contested
proceedings or third-party claims.
Qualigen Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 193
18.Tell us whether you track any of your R&D costs incurred by program area.  If so, tell us
your consideration given for disclosing a breakdown of this information in your filing to
provide additional context to your R&D activities.  If not, tell us your consideration for
disclosing the fact that you do not track these costs by pipeline program area and for
providing other quantitative or qualitative disclosure that provides transparency as to the
types of costs incurred and concentrations of effort expended.
19.Revise your MD&A to address the following:
•Discuss the fluctuations in your cost of goods sold, both in terms of dollars as well as
percentage of product sales.
•Discuss the extent to which the amounts were affected by changes in your inventory
reserves.
•Discuss the reasons for the significant reserves against your inventory, as well as the
reasons for the changes in the reserves between periods.
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Balance Sheet, page 208
20.Given that you have determined that Qualigen is the accounting acquirer, revise your pro
forma presentations to start with the Qualigen historical financial statements as the first
column, basing the presentation on the periods presented for Qualigen.
21.Please revise to address the following regarding your footnotes:
•We note your footnotes here on page 208 as well as different footnote descriptions on
page 215 which appear to be referring to the same adjustments. Revise to provide a

 FirstName LastNameAndrew J. Ritter
 Comapany NameRitter Pharmaceuticals, Inc.
 February 28, 2020 Page 5
 FirstName LastNameAndrew J. Ritter
Ritter Pharmaceuticals, Inc.
February 28, 2020
Page 5
comprehensive footnote description that more clearly addresses each adjustment.
•Revise to ensure that your adjustments are self-balancing and that you disclose an
amount or amounts for each of your adjustments as part of your description,
providing sufficient detail so as to allow the reader to recalculate.
22.Please address the following regarding adjustment K:
•Revise to clearly explain how the $37,989,079 amount was determined.
•Revise to disclose the transaction reflected in adjustment K in greater detail.
•Explain to us the basis for your pro forma adjustments for this amount.
•Tell us how you determined that there is no ongoing income statement effect from the
financing that would warrant adjustment in your pro forma income statements.
23.Please explain to us the basis for your pro forma additional paid-in capital methodology
and the underlying adjustments.  For example, explain why you include both Ritter and
Qualigen’s additional paid-in capital as part of the pro forma combined.  Explain why
Ritter's additional paid-in capital is not eliminated.
24.Please explain to us the basis for your pro forma accumulated deficit amount and the
underlying adjustments.  For example, explain why you include Ritter’s accumulated
deficit as part of the pro forma combined, and adjustments F and L.   Explain why Ritter's
accumulated deficit is not eliminated.
Unaudited Pro Forma Condensed Combined Statements of Operations, page 209
25.Pro forma weighted average common shares outstanding on a combined basis should
retroactively reflect the recapitalization and related transactions (e.g., conversion
of preferred stock and convertible notes from the beginning of the periods presented or the
date of issuance if later).  Accordingly, please provide pro forma shares outstanding to
reflect the recapitalization and related transactions, and include a tabular reconciliation of
the amount in the notes.
Notes to Unaudited Pro Forma Combined Condensed Financial Statements
1. Description of Transaction, page 212
26.Please address the following regarding the 5% commitment fee and the 7.5% advisory fee:
•Revise to disclose how you will account for these fees, and provide the related
amounts.
•Explain to us the basis for your accounting for these fees, referencing the accounting
literature on which you relied.
•Tell us how you determined whether to give pro forma effect to these fees in your pro
forma presentations.
2. Basis of Presentation, page 213
27.Please address the following:
•You disclose throughout your document that you determined to apply reverse

 FirstName LastNameAndrew J. Ritter
 Comapany NameRitter Pharmaceuticals, Inc.
 February 28, 2020 Page 6
 FirstName LastNameAndrew J. Ritter
Ritter Pharmaceuticals, Inc.
February 28, 2020
Page 6
recapitalization accounting for the merger.  However, you disclose on page 207 that
you will account for the merger as a reverse acquisition, recognizing intangibles.
Please revise to reconcile this apparent inconsistency.
•In light of the fact that Ritter Pharmaceuticals, Inc. was an operating company for the
periods presented and not a shell company, explain to us how you determined
recapitalization accounting for your transaction is appropriate.
•As part of your response, explain how you considered the business combination
accounting guidance in ASC 805 and determined that it was not applicable to your
situation.
•Specifically address how you considered that the contingent value rights agreement
discussed on page 129 seems to imply that the legacy business of Ritter still has some
value and continuity.
28.Please explain to us why Ritter's estimated transaction costs are part of the purchase price.
29.Please disclose how the contingent value rights (CVRs) will be accounted for as part of
the recapitalization transaction, and on a go forward basis. Tell us the accounting guidance
on which you relied.
4. Adjustments to Unaudted Pro Forma Combined Financial Statements, page 215
30.Please explain to us why you do not show the pro forma impact from the reverse stock
split.
Principal Stockholders of Qualigen, page 228
31.Please revise your disclosure to identify the natural person or persons who have voting
and investment control of the shares held by Sekisui Diagnostics, LLC and Alpha Capital
Anstalt.
Principal Stockholders of Combined Company, page 232
32.Please revise your disclosure to identify the natural person or persons who have voting
and investment control of the shares held by GreenBlock Capital LLC.
Index to Qualigen, Inc. Consolidated Financial Statements, page F-34
33.We note that you have not provided audited financial statements for Qualigen, Inc.  Please
revise to provide audited financial statements as required. Refer to Item 17 of Form S-4.
Annual Financial Statements of Qualigen, Inc.
Notes to Financial Statements
General, page F-39
34.Please provide the entity-wide disclosures required by ASC 280-10-50-40 through 50-42.

 FirstName LastNameAndrew J. Ritter
 Comapany NameRitter Pharmaceuticals, Inc.
 February 28, 2020 Page 7
 FirstName LastNameAndrew J. Ritter
Ritter Pharmaceuticals, Inc.
February 28, 2020
Page 7
1. Organization and Summary of Significant Accounting Policies
Net Product Sales, page F-41
35.As part of your disclosure, please describe your distributor allowances and how you
determine an estimate of the allowance.
Multiple Element Arrangements, page F-42
36.Your accounting policy for the allocation of arrangement consideration refers to “relative
fair value basis” here and “relative selling price” under Revenue Recogniti

CORRESP
1
filename1.htm

Ritter
Pharmaceuticals, Inc.

1880
Century Park East, Suite 1000

Los
Angeles, CA 90067

(310)
203-1000

July
30, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Julia Griffith

    Re:

    Ritter
Pharmaceuticals, Inc. – Request for Acceleration

    Registration
    Statement on Form S-3

    File
    No. 333- 232798

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- 232798) (the “Registration
Statement”), so that it may become effective at 4:30 p.m. Eastern Standard Time on August 1, 2019, or as soon thereafter
as practicable.

The
Registrant hereby authorizes each of Wendy Grasso, Esq., Aron Izower, Esq. and Michael Sanders, 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. Izower at (212) 549-0393 or Mr. Sanders at (310) 734-5232.

    RITTER
    PHARMACEUTICALS, INC.

    By:
    /s/
    Andrew J. Ritter

    Andrew
    J. Ritter

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Ritter
Pharmaceuticals, Inc.

1880
Century Park East, Suite 1000

Los
Angeles, CA 90067

(310)
203-1000

July
30, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Julia Griffith

    Re:

    Ritter
    Pharmaceuticals,     Inc. – Request for Acceleration

    Registration
    Statement on Form S-1

    File
    No. 333- 232792

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- 232792) (the “Registration Statement”), so that it may become effective at 4:30 p.m. Eastern Standard
Time on August 1, 2019, or as soon thereafter as practicable.

The
Registrant hereby authorizes each of Wendy Grasso, Esq., Aron Izower, Esq. and Michael Sanders, 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. Izower at (212) 549-0393 or Mr. Sanders at (310) 734-5232.

    RITTER PHARMACEUTICALS, INC.

    By:
    /s/ Andrew
    J. Ritter

    Andrew
    J. Ritter

    Chief
    Executive Officer

July 29, 2019
Andrew J. Ritter
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East #1000
Los Angeles, CA 90067
Re:Ritter Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed July 24, 2019
File No. 333-232798
Dear Mr. Ritter:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Julia Griffith at 202-551-3267 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
filename1.htm

1880
Century Park East

Suite
1000

Los
Angeles, California 90067

(310)
203-1000

November
29, 2018

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Christine Westbrook

    Re:

    Ritter
    Pharmaceuticals, Inc. – Request for Acceleration

    Registration
    Statement on Form S-3

    File
    No. 333-228501

Dear
Ms. Yale:

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. 333-228501) (the “Registration
Statement”), so that it may become effective at 5:00 p.m. Eastern Standard Time on Friday, November 30, 2018, or
as soon thereafter as practicable.

The
Registrant hereby authorizes each of 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 Aron Izower at (212) 549-0393 or, in his
absence, Wendy Grasso at (212) 549-0216.

    RITTER PHARMACEUTICALS, INC.

    /s/
    John W. Beck

    By:
    John
    W. Beck

    Chief
    Financial Officer

November 28, 2018
Andrew J. Ritter
President and Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East, Suite 1000
Los Angeles, CA 90067
Re:Ritter Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed November 21, 2018
File No. 333-228501
Dear Mr. Ritter:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Aron Izower, Esq.

CORRESP
1
filename1.htm

AEGIS
CAPITAL CORP.

810
Seventh Avenue

New
York, New York 10019

September
28, 2017

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F St., NE

Washington
D.C. 20549

Attention:
Tim Buckmiller

    Re:
    Ritter Pharmaceuticals, Inc.

    Registration
Statement on Form S-1 (File No. 333-219147)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, Aegis Capital Corp., as representative of the underwriters, hereby requests acceleration of the effective date of
the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on September 28, 2017,
or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is
reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with, or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very
    truly yours,

    AEGIS
    CAPITAL CORP.

    By:

    /s/
    Tom Higgins

    Tom
                                         Higgins

    Vice
    President, Investment Banking

CORRESP
1
filename1.htm

Ritter
Pharmaceuticals, Inc.

1880
Century Park East, Suite 1000

Los
Angeles, CA 90067

(310)
203-1000

September
28, 2017

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Chris Edwards and Suzanne Hayes

    Re:

    Ritter
    Pharmaceuticals, Inc. – Request for Acceleration

    Registration
    Statement on Form S-1

    File
    No. 333- 219147

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- 219147) (the “Registration
Statement”), so that it may become effective at 5:00 p.m. Eastern Standard Time on September 28, 2017, 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 Wendy Grasso, Esq., Aron Izower, Esq. and Michael Sanders, 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. Izower at (212) 549-0393 or Mr. Sanders at (310) 734-5232.

RITTER
PHARMACEUTICALS, INC.

    By:

    /s/
    Michael D. Step

    Michael
    D. Step

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Reed
Smith LLP

599
Lexington Avenue, Floor 26

New
York, NY 10022

Tel:
212.521.5400

Fax:
212.521.5450

September
18, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Chris
    Edwards

    Suzanne
    Hayes

    Re:
    Ritter
    Pharmaceutical Inc.

    Amendment
    No. 3 to the Registration Statement on Form S-1

    Filed
    September 7, 2017

    File
    No. 333-219147

Dear
Mr. Edwards and Ms. Hayes:

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”)
issued in its letter dated September 11, 2017 (the “Comment Letter”) relating to the above-referenced Amendment
No. 3 to the Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting
via EDGAR this letter and Amendment No. 4 to the Registration Statement (the “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 Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Amended Registration Statement.

Form
S-1

Cover
Page

    1.
    We
    note your revised disclosure indicating that you currently do not have sufficient authorized common shares to complete the
    offering. Therefore, it appears you are not currently eligible to conduct a continuous offering for the securities you are
    registering on this registration statement. Please revise your registration statement to include only shares you are currently
    eligible to issue and provide an updated legal opinion.

Securities
and Exchange Commission

    Attn:
    Chris
    Edwards

    Suzanne
    Hayes

September
18, 2017

Page
2

The Company acknowledges
the Staff’s comment and respectfully advises the Staff that at the Company’s special meeting of stockholders held on
September 15, 2017 (the “Special Meeting”), the stockholders of the Company voted to approve, among other things, an
amendment to the Company’s Amended and Restated Certificate of Incorporation to authorize the issuance of up to 225,000,000
shares of the Company’s common stock and 15,000,000 shares of its preferred stock (the “Amendment”), a sufficient
number of shares to cover the shares of common stock and preferred stock currently contemplated by the offering described in the
Amended Registration Statement. The Company has filed the Amendment with the Secretary of State of the State of Delaware and has
also filed a Current Report on Form 8-K (the “Form 8-K”) reporting the results from the Special Meeting, which Form
8-K has been incorporated by reference into the Amended Registration Statement. The Company has removed the disclosure indicating
that it does not have sufficient shares of common stock to complete the offering and has revised the section of the Amended Registration
Statement entitled “Description of Securities” beginning on page 96 of the Amended Registration Statement to reflect
the Company’s adoption of the Amendment. We have also filed an updated legal opinion as Exhibit 5.1 to the Amended Registration
Statement.

Incorporation
of Information by Reference, page 103

    2.
    Please
    specifically incorporate by reference your definitive proxy statement filed on August 9, 2017 into the registration statement.
    For further guidance, please refer to Item 12(a)(2) of Form S-1.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the section of the Amended
Registration Statement entitled “Incorporation Of Information By Reference” to specifically incorporate the definitive
proxy statement of the Company filed on August 9, 2017 into the Amended Registration Statement. As noted above, the Company has
also incorporated by reference the Form 8-K.

Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0393.

    Sincerely,

    /s/
    Aron Izower

    Aron
    Izower

Securities
and Exchange Commission

    Attn:
    Chris
    Edwards

    Suzanne
    Hayes

September 18, 2017

Page
3

    cc:
    Michael
    D. Step,

    Chief
    Executive Officer of

    Ritter
    Pharmaceuticals, Inc.

September 11, 2017
Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East #1000
Los Angeles, CA 90067
Ritter Pharmaceuticals, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed September 7, 2017
File No. 333-219147Re:
Dear Mr. Step:
We have reviewed your amended 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.
Form S-1
Cover page
1. We note your revised disclosure indicating that you currently do not have sufficient
authorized common shares to complete the offering.  Therefore, it appears you are not
currently eligible to conduct a continuous offering for the securities you are registering on
this registration statement.  Please revise your registration statement to include only
shares you are currently eligible to issue and provide an updated legal opinion.

Michael D. Step
Ritter Pharmaceuticals, Inc.
September 11, 2017
Page 2
Incorporation of Information by Reference, page 103
2. Please specifically incorporate by reference your definitive proxy statement filed on
August 9, 2017 into the registration statement. For further guidance, please refer to Item
12(a)(2) of Form S-1.
Please contact Chris Edwards at (202) 551-6761 or Suzanne Hayes at (202) 551-3675
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Aron Izower

August 7, 2017
Michael Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East #1000
Los Angeles, CA 90067
Ritter Pharmaceuticals, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed July 26, 2017
File No. 001-37428Re:
Dear Mr. Step:
We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Wendy Grasso

CORRESP
1
filename1.htm

Reed
Smith LLP

 599 Lexington Avenue, Floor 26

 New York, NY 10022

 Tel: 212.521.5400

 Fax: 212.521.5450

August
4, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Dorrie
    Yale

    Mary
    Beth Breslin

    Re:
    Ritter
    Pharmaceutical Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    July 26, 2017

    File
    No. 001-37428

Dear
Ms. Yale and Ms. Breslin:

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”)
issued in its letter dated August 2, 2017 (the “Comment Letter”) relating to the above-referenced Preliminary
Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). We are concurrently submitting via EDGAR
this letter and Amendment No. 1 to the Preliminary Proxy Statement (the “Amendment”).

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 Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Amendment.

Preliminary
Proxy Statement on Schedule 14A

Proposal
1, page 7

    1.
    Please
    expand your disclosure to specifically state whether you have any plans, proposals or arrangements, written or oral, to issue
    any of the newly authorized shares of common stock or preferred stock for general corporate or any other purposes, other than
    as set forth in your Proposal 2. If there are any such plans, please describe them.

Securities
and Exchange Commission

    Attn:

    Chris Edwards

    Suzanne Hayes

August
4, 2017

Page
2

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has indicated on page 7 of
the Amendment that the Company filed a registration statement on S-1 with the Commission with respect to a public offering of
securities and that aside from the proposed offering, which may or may not occur, the Company has no other specific plans or agreements
to issue any newly authorized securities.

    2.
    Please
    revise your disclosure to include a discussion of the dilutive effect to your existing shareholders of any issuance of the
    newly authorized shares.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has provided a discussion of the dilutive
effect to its existing stockholders of any issuance of the newly authorized shares on page 7 of the Amendment.

Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0393.

    Sincerely,

    /s/ Aron
    Izower

    Aron
    Izower

    cc:
    Michael
    D. Step,

    Chief
    Executive Officer of

    Ritter
    Pharmaceuticals, Inc.

August 2, 2017
Michael Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East #1000
Los Angeles, CA 90067
Ritter Pharmaceuticals, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed July 26, 2017
File No. 001-37428Re:
Dear Mr. Step:
We have limited our review of your filing to the issues addressed in 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal 1, page 7
1. Please expand your disclosure to specifically state whether you have any plans, proposals
or arrangements, written or oral, to issue any of the newly authorized shares of common
stock or preferred stock for general corporate or any other purposes, other than as set
forth in your Proposal 2.  If there are any such plans, please describe them.
2. Please revise your disclosure to include a discussion of the dilutive effect to your existing
shareholders of any issuance of the newly authorized shares.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Michael Step
Ritter Pharmaceuticals, Inc.
August 2, 2017
Page 2
Please contact Dorrie Yale at 202-551-8776 or Mary Beth Breslin at 202-551-3625 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Wendy Grasso

CORRESP
1
filename1.htm

AEGIS
CAPITAL CORP.

810 Seventh Avenue

New
York, New York 10019

July
20, 2017

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Chris Edwards and Suzanne Hayes

    Re:

    Ritter
    Pharmaceuticals, Inc. – Withdrawal of Acceleration Request

    Registration
    Statement on Form S-1

    File
    No. 333- 219147

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on July 20, 2017, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Thursday, July 20, 2017, at 5:00 p.m. Eastern Time, in accordance with
Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared
effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

    AEGIS
    CAPITAL CORP.

    By:

    /s/
    Thomas J. Higgins

    Thomas
    J. Higgins

    SVP,
    Investment Banking

CORRESP
1
filename1.htm

Ritter
Pharmaceuticals, Inc.

1880
Century Park East, Suite 1000

Los
Angeles, CA 90067

(310)
203-1000

July
20, 2017

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Chris Edwards and Suzanne Hayesa

    Re:

    Ritter
    Pharmaceuticals, Inc. – Withdrawal of Acceleration Request

    Registration
    Statement on Form S-1

    File
    No. 333- 219147

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on July 20, 2017, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Thursday, July 20, 2017, at 5:00 p.m. Eastern Time, in accordance with
Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared
effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

    RITTER
    PHARMACEUTICALS, INC.

    By:
    /s/
Michael D. Step

    Michael
        D. Step

        Chief
        Executive Officer

CORRESP
1
filename1.htm

AEGIS
CAPITAL CORP.

810
Seventh Avenue

New
York, New York 10019

July
20, 2017

VIA
EDGAR

U.S.
Securities and Exchange Commission 100 F St., NE

Washington,
D.C. 20549

Attention:
Tim Buckmiller

    Re:
    Ritter
    Pharmaceuticals, Inc.

    Registration
    Statement on Form S-1 (File No. 333-219147)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, Aegis Capital Corp., as representative of the underwriters, hereby requests acceleration of the effective date of
the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on July 20, 2017, or as
soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very
    truly yours,

    AEGIS
    CAPITAL CORP.

    By:

    /s/     Thomas J. Higgins

    Name:
    Thomas
J. Higgins

    Title:
    SVP,
Investment Banking

CORRESP
1
filename1.htm

Ritter Pharmaceuticals, Inc.

1880 Century Park East, Suite 1000

Los Angeles, CA 90067

(310) 203-1000

July 20, 2017

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Chris Edwards and Suzanne Hayes

    Re:
    Ritter Pharmaceuticals, Inc. – Request for Acceleration

    Registration Statement on Form S-1

    File No. 333- 219147

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- 219147) (the “Registration Statement”),
so that it may become effective at 5:00 p.m. Eastern Standard Time on July 20, 2017, 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 Wendy Grasso, Esq., Aron Izower, Esq. and Michael Sanders, 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. Izower
at (212) 549-0393 or Mr. Sanders at (310) 734-5232.

    RITTER PHARMACEUTICALS, INC.

    By:
    /s/ Michael D. Step

    Michael D. Step

    Chief Executive Officer

CORRESP
1
filename1.htm

Reed Smith LLP

599 Lexington Avenue, Floor 26

New York, NY 10022

Tel: 212.521.5400

Fax:
212.521.5450

July
19, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Chris
    Edwards

    Suzanne
    Hayes

    Re:
    Ritter
    Pharmaceutical Inc.

    Amendment
    No. 1 to the

    Registration
    Statement on Form S-1

    Filed
    July 18, 2017

    File
    No. 333-219147

Dear
Mr. Edwards and Ms. Hayes:

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”)
issued in its letter dated July 19, 2017 (the “Comment Letter”) relating to the above-referenced Amendment
No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting
via EDGAR this letter and Amendment No. 2 to the Registration Statement (the “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 Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Amended Registration Statement.

Form
S-1

Cover
Page

 1. We
                                         note your response to prior comment number 2. Please clarify, if true, that the offering
                                         price for the Class A Units will be the current market price on the pricing date. If
                                         the offering price will be at a discount to the current market price, that should be
                                         clearly indicated on the cover page. Please also include on the cover page the factors
                                         that will be used to determine the price for the Class B Units.

Securities
and Exchange Commission

July
19, 2017

Page
2

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the Registration
Statement to disclose on the cover page of the prospectus included in the Amended Registration Statement that the
offering price of the Class A Units may be at a discount to the current market price depending on market
conditions. The public offering price of the Class B Units will be $1,000 per unit. The cover page of the prospectus included
in the Amended Registration Statement has been revised to clarify this information.

Exhibits

 2. Please
                                         refer to the legal opinion filed as Exhibit 5.1. We note that the legality opinion states
                                         that the Class A Units and Class B Units will be “validly issued, fully paid and
                                         nonassessable.” Please have counsel file a revised legality opinion that opines
                                         that the Class A Units and Class B Units are binding obligations of the registrant under
                                         the law of the jurisdiction governing the units. For guidance, refer to Section II.B.l.h
                                         of Staff Legal Bulletin No. 19.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised Exhibit 5.1 of the Registration
Statement to opine that the Class A Units and Class B Units will be legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.

Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0393.

    Sincerely,

    /s/ Aron
    Izower

    Aron
    Izower

    cc:
    Michael
    D. Step,

    Chief
    Executive Officer of

    Ritter
    Pharmaceuticals, Inc.

July 19, 2017
Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East #1000
Los Angeles, CA 90067
Ritter Pharmaceuticals, Inc.
Amendment No. 1 to the
Registration Statement on Form S-1
Filed July 18, 2017
File No. 333-219147Re:
Dear Mr. Step:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-1
Cover Page
1. We note your response to prior comment number 2. Please clarify, if true, that the
offering price for the Class A Units will be the current market price on the pricing date. If
the offering price will be at a discount to the current market price, that should be clearly
indicated on the cover page. Please also include on the cover page the factors that will be
used to determine the price for the Class B Units.
Exhibits
2. Please refer to the legal opinion filed as Exhibit 5.1. We note that the legality opinion

Michael D. Step
Ritter Pharmaceuticals, Inc.
July 19, 2017
Page 2
states that the Class A Units and Class B Units will be "validly issued, fully paid and non-
assessable." Please have counsel file a revised legality opinion that opines that the Class
A Units and Class B Units are binding obligations of the registrant under the law of the
jurisdiction governing the units. For guidance, refer to Section II.B.l.h of Staff Legal
Bulletin No. 19.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Chris Edwards at (202) 551-6761 or Suzanne Hayes at (202) 551-
3675 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Aron Izower

CORRESP
1
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Reed
Smith LLP

599
Lexington Avenue, Floor 26

New
York, NY 10022

Tel:
212.521.5400

Fax:
212.521.5450

July
17, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Chris Edwards

   Suzanne
Hayes

    RE:
    Ritter Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    Filed July 3, 2017

    File No. 333-219147

Dear
Mr. Edwards and Ms. Hayes:

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”)
issued in its letter dated July 14, 2017 (the “Comment Letter”) relating to the above-referenced Registration
Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter
and Amendment No. 1 to the Registration Statement (the “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 Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Amended Registration Statement.

Form
S-1

Cover
Page

    1.
    Although
    Rule 430A of the Securities Act of 1933 permits registrants to omit certain pricing-related information from a registration
    statement that is declared effective, your filing must include the amount of securities to be offered in a pre-effective amendment.
    Accordingly, revise your registration statement to disclosure the number of units you are registering, rather than registering
    a dollar amount. Please include all other information not covered by Rule 430A in a pre-effective amendment.

Securities
and Exchange Commission

Attn:
Chris Edwards

          Suzanne Hayes

July
17, 2017

Page
2

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the Registration Statement
to disclose the number of units that we are registering, rather than the dollar amount, in the Amended Registration Statement.

    2.
    Please
    tell us whether the recent market price set forth on the cover page of the prospectus will be used to determine the offering
    price. If you will not use the recent market price to set the offering price, then please include disclosure on the cover
    page indicating the factors that will be used to determine the offering price. For example, if the offering price will be
    determined through negotiations with the underwriters please include this information on the cover page.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will use the most recent closing
market price of its common stock to determine the offering price of the units and has disclosed this fact on the cover page of
the Amended Registration Statement.

Incorporation
of Information by Reference, page 104

    3.
    Please
    specifically incorporate your definitive proxy statement by reference in the registration statement. For further guidance,
    please refer to Item 12(a)(2) of Form S-1.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration
Statement to incorporate the Company’s definite proxy statement by reference in the section of the Amended Registration
Statement titled “Incorporation of Information by Reference”.

General

    4.
    Your
    registration fee should bce calculated based on the offering price of the units and the exercise price of the warrants, with
    the fee being allocated to the common stock. Please revise your fee table accordingly. For further guidance, please refer
    to Securities Act Rules C&DIs 240.05 and 240.06 available on the Commission’s website.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the Registration Statement
to include a fee table that calculates the registration fee based on the offering price of the units and the exercise price of
the warrants, with the fee being allocated to the common stock in the Amended Registration Statement.

Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0393.

Securities
and Exchange Commission

Attn:
Chris Edwards

Suzanne Hayes

July
17, 2017

Page
3

    Sincerely,

    /s/ Aron
    Izower

    Aron Izower

    cc:
    Michael
    D. Step,

    Chief
    Executive Officer of

    Ritter
    Pharmaceuticals, Inc.

July 14, 2017
Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East #1000
Los Angeles, CA 90067
Ritter Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed July 3, 2017
File No. 333-219147Re:
Dear Mr. Step:
        We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-1
Cover Page
Although Rule 430A of the Securities Act of 1933 permits registrants to omit certain
pricing-related information from a registration statement that is declared effective, your
filing must include the amount of securities to be offered in a pre-effective amendment.
Accordingly, revise your registration statement to disclosure the number of units you are
registering, rather than registering a dollar amount.  Please include all other information
not covered by Rule 430A in a pre-effective amendment.1.
Please tell us whether the recent market price set forth on the cover page of the prospectus
will be used to determine the offering price. If you will not use the recent market price to
set the offering price, then please include disclosure on the cover page2.

Michael D. Step
Ritter Pharmaceuticals, Inc.
2 PageJuly 14, 2017
indicating the factors that will be used to determine the offering price.  For example, if the
offering price will be determined through negotiations with the underwriters please
include this information on the cover page.
Incorporation of Information by Reference, page 104
Please specifically incorporate your definitive proxy statement by reference into the
registration statement. For further guidance, please refer to Item 12(a)(2) of Form S-1.3.
General
Your registration fee should be calculated based on the offering price of the units and the
exercise price of the warrants, with the fee being allocated to the common stock. Please
revise your fee table accordingly. For further guidance, please refer to Securities Act
Rules C&DIs 240.05 and 240.06 available on the Commission’s website.4.
        We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
        Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
        Please contact Chris Edwards at (202) 551-6761 or Suzanne Hayes at (202) 551-3675
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Aron Izower

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

CORRESP
1
filename1.htm

599
Lexington Avenue

New York, NY 10022-7650

+1
212 521 5400

Fax
+1 212 521 5450

reedsmith.com

February
9, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Suzanne Hayes

    Re:
    Ritter
    Pharmaceuticals, Inc.

    Registration
    Statement on Form S-1

    Filed
    on December 16, 2016

    File
    No. 333-215143

Dear
Ms. Hayes:

On
behalf of our client, Ritter Pharmaceuticals (the “Company”), we submit this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
issued in its letter dated February 6, 2017 (the “Comment Letter”) relating to the above-referenced Registration
Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter
and Amendment No. 1 to the Registration Statement (the “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 Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Registration Statement.

General

    1.
    We
    note your response to prior comment 1 analyzing the factors referenced in CDI Securities Act Rules 612.09 that focus on the
    distinction between primary and secondary offerings.  As discussed in CDI Securities Act Sections 139.13, we view
    equity line financings as primary or “indirect primary” offerings, rather than secondary offerings. As such, the
    factors analyzed in your response are not the sole factors we consider in determining whether an indirect primary offering
    is actually a primary offering.  Given the size of the offering being registered here, and given the prior registration
    statement registering shares issuable under this equity line agreement, it is unclear whether this offering should more properly
    be registered as a primary offering. Please tell us if Aspire Capital completed the resale of substantially all of the securities
    registered under the prior registration statement, and if so, the date of the most recent sale.  If not, please expand
    your analysis to address the aggregate size of both offerings compared to the number of shares of common stock held by non-affiliates
    (exclusive of shares purchased by Aspire through the equity line agreement and subsequently re-sold to non-affiliates).

Securities
and Exchange Commission

February 9, 2017

Page
2

    We
    acknowledge the Staff’s comment, but regretfully inform the Staff that the Company is unable to determine whether Aspire
    Capital, LLC (“Aspire Capital”) has completed the resale of all or any of the securities registered under the
    prior registration statement.  The Company has requested this information from Aspire Capital.  However,
    Aspire Capital is not obligated to provide such information to the Company and, it has elected not to do so.  The
    Company assumes that, based on the absence of any Schedule 13 filings by Aspire Capital, it owns less than 5% of the Company’s
    outstanding common stock.

    The
    Registration Statement indicates that as of February 9, 2017 there were 11,619,197 shares of the Company’s common stock
    outstanding (of which 8,302,142 shares were held by non-affiliates), and that if all 3,000,000 shares offered pursuant to
    the Registration Statement were issued and outstanding as of February 9, 2017, such shares would have represented 20.5% of
    the total common stock outstanding on such date or 26.5% of the non-affiliate shares of common stock outstanding as of such
    date.  This assumes that none of the 1,577,699 shares previously registered on the prior registration statement
    are held by Aspire Capital as of such date.

    We
    note further that, as disclosed in the prior registration statement, there were 8,582,009 shares of the Company’s common
    stock outstanding as of December 30, 2015 (of which 5,317,454 shares were held by non-affiliates including Aspire Capital),
    which included the 500,000 Initial Purchase Shares and the 188,864 Commitment Shares that were issued to Aspire Capital, but
    excluded the 888,835 shares of common stock that were issued to Aspire Capital after the prior registration statement was
    declared effective under the Securities Act. If all 4,577,699 shares of the Company’s common stock offered pursuant
    to the Registration Statement and the prior registration statement were issued and outstanding as of December 30, 2015, such
    shares would have represented 34.8% of the total common stock outstanding or 46.26% of the non-affiliate shares of common
    stock outstanding as of December 30, 2015.

    It
    should be noted that, as disclosed in the Registration Statement, the Purchase Agreement prohibits the Company from issuing
    more than 1,577,699 shares of its common stock (which is equal to approximately 19.99% of the common stock outstanding on
    December 18, 2015, the date of the Purchase Agreement) to Aspire Capital, unless (i) stockholder approval is obtained to issue
    more, in which case the 1,577,699 shares limitation will not apply, or (ii) stockholder approval has not been obtained and
    at the time the 1,577,699 share limitation is reached and at all times thereafter, the average price paid for all shares issued
    under the Purchase Agreement (including the Commitment Shares and the Initial Purchase Shares) is equal to or greater than
    $1.75, the Minimum Price; provided that at no point in time will Aspire Capital beneficially own more than 19.99% of the Company’s
    common stock. Based on the lack of Schedule 13 filings from Aspire Capital, the Company has no reason to believe that this
    limit has been reached.

    We
    acknowledge that the amount of shares involved in a transaction is a factor to be considered by the Staff in determining
    whether     the offering is actually an offering on behalf of the Company. However, as the Staff has acknowledged, this is
    not the only factor to be considered. Securities Act Rules Compliance and Disclosure Interpretation
    (“C&DI”)     612.12 describes a scenario where a holder of 73% of an issuer’s stock would be able to
    effect a valid secondary offering. The     C&DI states, in relevant part:

“A
controlling person of an issuer owns a 73% block. That person will sell the block in a registered ‘at-the-market’
equity offering. Rule 415(a)(4), which places certain limitations on ‘at-the-market’ equity offerings, applies only
to offerings by or on behalf of the registrant. A secondary offering by a control person that is not deemed to be by or on behalf
of the registrant is not restricted by Rule 415(a)(4).”

Securities
and Exchange Commission

February 9, 2017

Page
3

    For
    this reason, and for the reasons set forth in our response letter dated January 24, 2017, including our analysis of the six
    factors outlined in C&DI 612.09, we respectfully assert that Aspire Capital is not acting as a conduit for the Company
    and the Company has met the requirements such that the offering set forth in the Registration Statement is properly characterized
    as an indirect primary offering. Based on these facts and circumstances, the Company respectfully submits that the sale of
    securities registered in the Registration Statement may be made on a continuous or delayed basis pursuant to Rule 415(a)(1)(i).

Executive
and Director Compensation, page 17

    2.
    Please
    update your disclosure in this section to present the compensation disclosure for the year ended December 31, 2016, the company’s
    last full financial year. For reference, see Regulation S-K CDI Question 117.05.

    We
    acknowledge the Staff’s comment and respectfully advise the Staff that the Amended Registration Statement includes the
    compensation disclosure for the year ended December 31, 2016, the Company’s last full financial year.

Selling
Stockholder, page 49

    3.
    We
    acknowledge your response to prior comment 2, but do not agree with your analysis that the selling stockholder table should
    reflect information prior to the resale of any shares Aspire acquired pursuant to the purchase agreement rather than the amount
    owned prior to the offering being registered.  Please revise your disclosure in this section to provide updated
    information with respect to the number of shares beneficially owned by Aspire Capital as of the most recent practicable date.

    We
    acknowledge the Staff’s comment and respectfully advise the Staff that, as noted in our response to Comment 1, we are
    unable to determine the number of shares beneficially owned by Aspire Capital prior to the offering being registered due to
    the absence of any filings on Schedule 13 filed by Aspire Capital and Aspire Capital having no obligation to provide such
    information to the Company.  As disclosed in the Registration Statement, as of February 9, 2017, the Company has
    issued 1,577,699 shares to Aspire Capital pursuant to the Purchase Agreement.  Based on the absence of any Schedule
    13 filings by Aspire Capital, the Company assumes that Aspire Capital beneficially owns less than 5% of the outstanding shares
    of the Company.  The Company has updated the Amended Registration Statement to reflect this information.

    Should
    you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0393.

    Sincerely,

    /s/ Aron
    Izower

    Aron
    Izower

    Reed
    Smith LLP

    cc:
    Michael
    D. Step

    CEO
    of Ritter Pharmaceuticals, Inc.

Mail Stop 4546
February 6, 2017

Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East #1000
Los Angeles, CA 90067

Re: Ritter Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Response dated January 24, 2017
  File No.  333-215143

Dear Mr. Step :

We have reviewed your January 24, 2017 response to our comment letter 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
circums tances 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.  Unle ss we note
otherwise, our references to prior comments are to comments in our January 13, 2017 letter.

General

1. We note your response to prior comment 1 analyzing the factors referenced in CDI
Securities Act Rules 612.09 that focus on the distinction be tween primary and secondary
offerings.  As discussed in CDI Securities Act Sections 139.13, we view equity line
financings as primary or “indirect primary” offerings, rather than secondary offerings.
As such, the factors analyzed in your response are not the sole factors we consider in
determining whether an indirect primary offering is actually a primary offering.  Given
the size of the offering being registered here, and given the prior registration statement
registering shares issuable under this equity  line agreement, it is unclear whether this
offering should more properly be registered as a primary offering.   Please tell us if Aspire
Capital completed the resale of substantially all of the securities registered under the prior
registration statement, and if so, the date of the most recent sale.  If not, please expand

Michael D. Step
Ritter Pharmaceuticals, Inc.
February 6, 2017
Page 2

 your analysis to address the aggregate size of both offerings compared to the number of
shares of common stock held by non -affiliates  (exclusive of shares purchased by Aspire
through the e quity line agreement and subsequently re -sold to non -affiliates) .

Executive and Director Compensation, page 17

2. Please update your disclosure in this section to present the compensation disclosure for
the year ended December 31, 2016, the company’s last f ull financial year.  For reference,
see Regulation S -K CDI Question 117.05.

Selling Stockholder, page 49

3. We acknowledge your response to prior comment 2, but do not agree with your analysis
that the selling stockholder table should reflect information prior to the resale of any
shares Aspire acquired pursuant to the purchase agreement rather than the amount owned
prior to the offering being registered.  Please revise your disclosure in this section to
provide updated information with respect to the numb er of shares beneficially owned by
Aspire Capital as of the most recent practicable date .

Please contact Dorrie Yale at 202 -551-8776  or Mary Beth Breslin at 202 -551-3625  with
any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare  and Insurance

cc:  Michael Sanders , Esq. — Reed Smith LLP

CORRESP
1
filename1.htm

599
Lexington Avenue

New York, NY 10022-7650

+1
212 521 5400

Fax
+1 212 521 5450

reedsmith.com

January
24, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Suzanne Hayes

    Re:
    Ritter
    Pharmaceuticals, Inc.

    Registration
    Statement on Form S-1

    Filed
    on December 16, 2016

    File
    No. 333-215143

Dear
Ms. Hayes:

On
behalf of our client, Ritter Pharmaceuticals (the “Company”), we submit this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
issued in its letter dated January 13, 2017 (the “Comment Letter”) relating to the above-referenced Registration
Statement on Form S-1 (the “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 Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Registration Statement.

General

    1.
    In
    light of the previously registered resale offering by Aspire Capital of 1,577,699 shares of your common stock pursuant to
    a registration statement that was declared effective on February 11, 2016, please provide us with an analysis as to why you
    believe this offering is appropriately registered as an indirect primary offering in reliance on rule 415(a)(1)(i). Among
    other factors in your response, please address the aggregate size of the resale offerings that have been registered pursuant
    to this purchase agreement with Aspire compared to the number of shares of common stock held by non-affiliates. Please also
    tell us whether Aspire Capital has resold substantially all of the securities registered under your prior registration statement,
    and if so, the date of the most recent sale.

    The
    Company acknowledges the Staff’s comment. The Company respectfully submits that the transaction set forth in the Registration
    Statement relates to the offering of securities solely by or on behalf of a person other than the registrant, a subsidiary
    of the registrant or a person of which the registrant is a subsidiary, as discussed in greater detail below, and therefore,
    is eligible to be made on a continuous or delayed basis under Rule 415(a)(1)(i) promulgated under the Securities Act of 1933,
    as amended (the “Securities Act”).

Securities
and Exchange Commission

January 24, 2017

Page
2

I.
General

On
December 31, 2015, the Company registered up to 1,577,699 shares of common stock issued or to be issued to Aspire Capital, LLC
(“Aspire”) under a common stock purchase agreement (the “Purchase Agreement”) entered into by Aspire
and the Company on December 18, 2015, which provided for a standard equity line transaction between the Company and Aspire, on
a registration statement on Form S-1 (No. 333-208818). As of December 9, 2016, we had issued an aggregate of 1,577,699 shares
of common stock to Aspire under the Purchase Agreement for aggregate gross proceeds of $3.0 million.[1] The Company
is now seeking to register for resale by Aspire an additional 3,000,000 shares of common stock that may be issued to Aspire by
the Company under that Purchase Agreement.

Aspire
is an institutional investor that invests in a wide range of companies and industries emphasizing life sciences, energy and technology
companies. Prior to entering into a common stock purchase agreement (the “Purchase Agreement”) with the Company
on December 18, 2015, Aspire did not own any securities of the Company and was not affiliated with the Company or any of its officers,
directors or any other greater than 5% holder of the Company’s outstanding shares of common stock. Aspire acquired 188,864
shares of common stock as a commitment fee for entering into the Purchase Agreement, and, upon execution of the Purchase Agreement
in December 2015, the Company sold to Aspire 500,000 shares of common stock.

II.
Staff Guidance

Rule
415(a)(1)(i) of the Securities Act provides that securities may be registered for an offering to be made on a continuous or delayed
basis in the future, provided that the registration statement pertains only to securities which are to be offered or sold solely
by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant
is a subsidiary. As stated in the Registration Statement, the securities are being registered for resale or other disposition
by the selling stockholder, Aspire. Proceeds from the sale of any securities are solely for the account of Aspire, although the
Company may receive proceeds of up to $10.0 million from the sale of Shares to Aspire pursuant to the terms of the Purchase Agreement.
With regard to the Staff’s comment, we note Securities Act Rules Compliance and Disclosure Interpretation (“C&DI”)
612.09, which indicates that the issue of whether an offering is by or on behalf of the issuer involves an analysis of facts beyond
the entity that will receive the proceeds of the sale of securities that are being registered. Specifically, C&DI 612.09 states
that consideration should be given to the following factors:

1.
how long the selling shareholders have held the shares,

2.
the circumstances under which they have received them,

3.
their relationship to the issuer,

4.
the amount of shares involved,

5.
whether the sellers are in the business of underwriting securities, and

6.
whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

1
We note the Staff’s inquiry regarding the amount of shares sold by Aspire and the date of Aspire’s most recent
sale. Given the arm’s-length relationship between the Company and Aspire, however, we respectfully advise the Staff that
we are not aware of the answer to that inquiry.

Securities
and Exchange Commission

January 24, 2017

Page
3

As
detailed below, after considering the above factors, we respectfully submit that the proposed registration is eligible to be made
on a shelf basis under Rule 415(a)(1)(i).

III.
Analysis

Each
of the six factors of C&DI 612.09 is discussed below.

A.
The Period for which the Selling Stockholder has Held the Shares

The
3,000,000 shares being registered pursuant to the Registration Statement may be sold to Aspire under the Purchase Agreement, and
subsequently resold by Aspire under the Registration Statement, over a period of approximately 30 months from December 18, 2015,
the date the Purchase Agreement was signed. In this regard, we believe it is important to note that C&DI 139.13 provides that
no minimum holding period is required where the Company has “completed the private transaction of all of the securities
it is registering” through an equity line transaction and the investor is at market risk at the time of filing of the resale
registration statement. As in all equity line transactions, Aspire has accepted the market risk of its investment from the date
of entering into the Purchase Agreement, including market risk related to the shares currently held and those that the Company
may choose, in its sole discretion, to put to Aspire pursuant to the terms of the Purchase Agreement.

B.
The Circumstances under which the Selling Stockholder Received the Shares

Aspire
will receive the shares offered in the Registration Statement pursuant to the privately negotiated transaction between the Company
and Aspire completed at arm’s length prior to the filing of the Registration Statement. Although Aspire is required by the
Staff to include disclosure that it is an “underwriter” with regard to its resales under the Registration Statement,
we respectfully note that the transaction has characteristics more closely associated with a traditional investment transaction
than with an underwritten offering. Specifically, in a typical underwriting, the underwriter and the issuer agree on a price at
which the securities will be sold to the public and the underwriter receives a portion of the proceeds of such sale as compensation
for its selling efforts and for bearing market risk. Pursuant to the Purchase Agreement, however, Aspire will purchase any shares
put to it by the Company at a slight discount to the market price for the shares. Aspire is required to take the securities put
to it by the Company under the Purchase Agreement and there is no agreement or arrangement regarding the price at which Aspire
will resell such shares to the public pursuant to the Registration Statement. Additionally, Aspire is prohibited from engaging
in or effecting, directly or indirectly, any (i) “short sale” of the Company’s common stock or (ii) hedging
of the Company’s common stock. As such, unlike a traditional underwriter, Aspire is taking investment risk with regard to
the securities it will acquire under the Purchase Agreement and there is no certainty that it will receive premium on the resale
of any shares it purchases pursuant to the Purchase Agreement. Indeed, Aspire is at risk that it may incur a loss on the resale
of those shares.

C.
The Selling Stockholder’s Relationship to the Issuer

Aspire
is not as affiliate of the Company or a broker-dealer or an affiliate of a broker-dealer. The only relationship between Aspire
and the Company is the relationship established through the Purchase Agreement. Aspire has agreed to acquire the Company’s
securities for investment purposes as a principal, not as an agent, and is at market risk for all shares purchased as part of
its investment. Aspire will retain all proceeds from the sale of shares pursuant to the Registration Statement and, in contrast
to the economic terms of an underwritten offering, the proceeds of the sale by the Company to Aspire are not dependent on the
price at which Aspire ultimately sells the shares pursuant to the Registration Statement.

Securities
and Exchange Commission

January 24, 2017

Page
4

In
addition, Aspire has not and will not, receive a commission or any other remuneration from the Company if and when the additional
shares are sold to Aspire under the Purchase Agreement. Aspire will be responsible for paying any broker-dealer fees or underwriting
discounts or commissions directly to any broker-dealers it engages to assist in selling any common stock, as applicable. Aspire
will retain all proceeds from the sale of shares pursuant to the Registration Statement and the Company will not obtain any direct
or indirect benefit from any amounts received from those sales.

D.
The Amount of Shares to be Sold by the Selling Stockholder

As
of December 9, 2016, the Company had 11,619,197 shares of common stock outstanding. Of such shares, the Company believes that
approximately 8,302,142 shares are held by non-affiliates of the Company. If all of the 3,000,000 shares of common stock to be
registered pursuant to the Registration Statement were issued and outstanding as of December 9, 2016, such shares would have represented
20.5% of the total outstanding shares and 26.5% of the shares held by affiliates (the aggregate number of shares registered, including
the 3,000,000 shares the Company is now seeking to register plus the 1,577,699 shares previously registered would have represented
31.3% of the total outstanding shares and 40.5% of the shares held by affiliates).

In
the context of convertible securities that have the potential for a significant, but undefined, dilutive effect on existing stockholders,
the Staff has expressed concerns that a registered resale transaction involving more than one-third of the issuer’s outstanding
shares held by non-affiliates may constitute a primary offering on behalf of the issuer. However, this staff position is limited
to resales of securities underlying convertible securities, which present significant policy issues that are not present in the
transaction being registered in the Registration Statement, which relates only to the resale of common stock by Aspire.

Prior
to entering into the Purchase Agreement, Aspire had no affiliation, agreements or understandings with the Company, its officers,
directors or affiliates. At no time since the execution of the Purchase Agreement has Aspire had the ability to control or influence
the decisions of the Company due, primarily, to the existence of larger stockholders and its relative position. Were the Company
to issue all 3,000,000 shares that it has the contractual right to issue to Aspire under the Purchase Agreement, Aspire still
would not be an affiliate of the Company, as it would lack the ability to control or influence the decisions of the Company.

As
described in the Registration Statement, the Purchase Agreement permits the Company, in its sole discretion, to put shares to
Aspire at the price tied directly to the market price of the common stock. When the Company gives notice to Aspire of a put, the
company will either know the exact price at which such shares will be purchased by Aspire in the case of a “regular purchase”
or can establish a minimum purchase price in the case of a “VWAP purchase”. Also, in the case of a regular purchase,
the purchase price is determined prior to the time any shares will be issued to Aspire. As Aspire is prohibited from effecting
short sales (or any other heading transaction) in the Company’s Securities, this provision provides a fundamental economic
incentive to Aspire to avoid selling into the market if it would cause downward pressure on the stock price. Finally, the Purchase
Agreement includes a floor price, which prohibits any sales by the Company on days that the stock price closes below a specified
price. These provisions allay any potential concerns that the transaction contemplated under the Purchase Agreement could have
a “toxic” effect to existing stockholders.

Securities
and Exchange Commission

January 24, 2017

Page
5

E.
The Selling Stockholder is Not in the Business of Underwriting Securities

Aspire
is not in the business of underwriting securities and is not a registered broker-dealer. In fact, Aspire and its principals have
a long history of entering into equity line transactions that are fundamentally similar to the transaction it has entered into
with the Company and a long history of maintaining ownership interest in the companies with which it engages in those transactions.

F.
Under all of the Circumstances, the Selling Stockholder is Not Acting as a Conduit for the Company

Aspire
is an investor in the Company and has agreed to incur the economic risk for its investment over the term of the Purchase Agreement.
In contrast, an underwriter typically desires to sell shares before it even acquires them to eliminate market risk, among other
reasons.

Securities
Act Section C&DI 139.13 sets forth the Staff’s view as to when an offering of securities by a selling stockholder may
be characterized as an indirect primary offering. Specifically, a company must meet the following conditions:

    ●
    it
    must “complete” the private transaction of all of the securities it is registering for “resale” prior
    to the filing of the registration statement;

    ●
    the
    “resale” registration statement must be on the form that the company is eligible to use for a primary offering;
    and

    ●
    the
    investor(s) must be identified as underwriter(s) in the prospectus, as well as selling stockholder(s).

We
respectfully submit that the Company has met the requirements set forth above such that the offering set forth in the Registration
Statement is properly characterized as an indirect primary offering. In this regard, we note that Aspire has been unconditionally
obligated to accept the shares described in the Registr

Mail Stop 4546
January 13, 2017

Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East #1000
Los Angeles, CA 90067

Re: Ritter Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed  December 16, 2016
  File No.  333-215143

Dear Mr. Step :

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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, w e may have  additional comments.

General

1. In light of the previously registered resale offering by Aspire Capital of 1,577,699 shares
of your common stock pursuant to a registration statement that was declared effective on
February 11, 2016, please provi de us with an analysis as to why you believe this offering
is appropriately registered as an indirect primary offering in reliance on rule 415(a)(1)(i).
Among other factors in your response, please address the aggregate size of the resale
offerings that h ave been registered pursuant to this purchase agreement with Aspire
compared to the number of shares of common stock held by non -affiliates.  Please also
tell us whether Aspire Capital has resold substantially all of the securities registered
under your pr ior registration statement , and if so, the date of the most recent sale.

Michael D. Step
Ritter Pharmaceuticals, Inc.
January 13, 2017
Page 2

 Selling Stockholder, page 49

2. Please revise your disclosure in this section to provide updated information with respect
to the number of shares beneficially owned by Aspire Capital as of the most recent
practicable date.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Dorrie Yale at 202 -551-8776  or Mary Beth Breslin at 202 -551-3625  with
any other questions.

Sincerely,

 /s/ Mary Beth Breslin fo r

Suzanne Hayes
Assistant Director
Office of Healthcare  and Insurance

cc:  Michael Sanders , Esq. — Reed Smith LLP

CORRESP
1
filename1.htm

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

Mail Stop 4 546
August 18, 2016

Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East, Suite 1000
Los Angeles, CA 90067

Re: Ritter Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  August 11, 2016
  File No.  333-213087

Dear Mr. Step :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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.

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 wit h 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 th e 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.

Michael D. Step
Ritter Pharmaceuticals, Inc.
August 18, 2016
Page 2

 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 of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Dorrie Yale at 202 -551-8776  and Joseph McCann  at 202-551-6262  with
any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Insurance and Healthcare

cc: Michael Sanders, Esq.  — Reed Smith LLP

CORRESP
1
filename1.htm

Ritter
Pharmaceuticals, Inc.

1880
Century Park East #1000

Los
Angeles, CA 90067

February
9, 2016

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Ms. Suzanne Hayes

    Re:

    Ritter
    Pharmaceuticals, Inc. – Request for Acceleration

    Registration
    Statement on Form S-1

    File
    No. 333-208818

Dear
Ms. Hayes:

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. 333-208818), as amended
(the “Registration Statement”), so that it may become effective at 4:00 P.M. (Eastern Daylight Time) on Thursday,
February 11, 2016, or as soon thereafter as practicable.

The
Registrant hereby authorizes each of David Mittelman, Esq., Michael Sanders, 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 Mr. Mittelman at (415) 659-5943 or Mr. Sanders
(310) 734-5232 or, in their absence, Ms. Grasso at (212) 549-0216.

    RITTER
    PHARMACEUTICALS, INC.

    By:

    /s/
    Andrew J. Ritter

    Name:

    Andrew
    J. Ritter

    Title:

    President

CORRESP
1
filename1.htm

     CORRESPONDENCE

        101
        Second Street, Suite 1800

        San Francisco, CA 94105-3659

        +1
        415 543 8700

        Fax
        +1 415 391 8269

        reedsmith.com

January
19, 2016

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Mary Beth Breslin

    Re:
    Ritter
    Pharmaceuticals, Inc.

    Registration
    Statement on Form S-1 (File No. 333-208818) filed December 31, 2015

    CIK
    No. 0001460702

Dear
Ms. Breslin:

On
behalf of our client, Ritter Pharmaceuticals, Inc. (the “Company”), we submit this letter in response to a comment
from the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated January 12, 2016
(the “Comment Letter”), relating to the above-referenced Registration Statement on Form S-1. We are concurrently filing
via EDGAR this letter and Amendment No. 1 to the Registration Statement.

Set
forth below in bold is the comment contained in the Comment Letter. For your convenience, the numbered paragraph below corresponds
to the numbered comment in the Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following
the comment is the Company’s response to the comment.

Executive
and Director Compensation, page 90

    1.

    Please
    update the disclosure required by Regulation S-K Item 402 for your recently completed fiscal year ended December 31, 2015.
    For guidance, refer to the Regulation S- K Compliance and Disclosure Interpretation 217.11, available on the Commission’s
    website.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has updated the disclosure required
by Regulation S-K Item 402 for its most recently completed fiscal year ended December 31, 2015.

NEW
YORK ¨
LONDON ¨ HONG KONG
¨ CHICAGO ¨
WASHINGTON, D.C. ¨
BEIJING ¨
PARIS ¨ LOS ANGELES
¨ SAN FRANCISCO
¨ PHILADELPHIA ¨
SHANGHAI ¨
PITTSBURGH ¨ HOUSTON
SINGAPORE ¨ MUNICH
¨ ABU DHABI ¨
PRINCETON ¨
NORTHERN VIRGINIA ¨
WILMINGTON ¨ SILICON
VALLEY ¨ DUBAI ¨
CENTURY CITY ¨
RICHMOND ¨ GREECE
¨KAZAKHSTAN

Securities
and Exchange Commission

January
19, 2016

Page
2

If
it would expedite the review of the information provided herein, please do not hesitate to call me at (415) 659-5943, or, in my
absence, Michael Sanders at (310) 734-5232, or Wendy Grasso at (212) 549-0216.

    Sincerely,

    /s/
    David T. Mittelman

    David
    T. Mittelman

cc:
Michael D. Step, CEO of Ritter Pharmaceuticals, Inc.

Mail Stop 4720
January 12, 2016

Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1880 Century Park East #1000
Los Angeles, CA 90067

Re: Ritter Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed  December 31, 2015
  File No.  333-208818

Dear Mr. Step :

We have limited our review of your registration statement to those issues we have
addressed in our comment. Please respond to this letter by amending your registration statement
and providing the requested information .  If you do not believe our comment appl ies to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why in
your response.

After reviewi ng any amendment to your registration statement and the information you
provide in response to this comment, we may have  additional comments.

Executive and Director Compensation , page 90

1. Please update the disclosure required by Regulation S -K Item 402 for your recently
completed fiscal year ended December 31, 2015.  For guidance, refer to the Regulation S -
K Compliance and Disclosure Interpretation  217.11, available on the Commission ’s
website.

We u rge 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 comment, in the event you request acceler ation of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

Michael D. Step
Ritter Pharmaceuticals, Inc.
January 12, 2016
Page 2

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does no t 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 of 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.

You may conta ct Scot Foley at (202) 551 -3383, Mary Beth Breslin at (202) 551 -3625 or
me at (202) 551 -3675 with any questions.

Sincerely,

         /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insuran ce

cc:  Michael Sanders, Esq.

CORRESP
1
filename1.htm

June 22, 2015

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549-7010

 Attention:   Mr. Johnny Gharib

Mr. Brian Pitko

 Re: Ritter Pharmaceuticals, Inc. (the “Company”)

  Filed on Form S-1

  Registration No. 333-202924

Dear Mr. Gharib,

Pursuant to Rule
461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as the representative
of the underwriters in connection with the offering pursuant to the above-captioned Registration Statement, hereby joins in the
request of Ritter Pharmaceuticals, Inc. that the effective date of the above-captioned Registration Statement be accelerated to
5:00 p.m. Eastern Time on June 23, 2015, or as soon thereafter as practicable.

Pursuant to Rule
460 under the Securities Act, please be advised that there has been distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned
confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as
amended, in connection with the above-referenced issue.

[Signature page follows]

Very truly yours,

Aegis Capital Corp., as joint book-

running manager and
representative of

the underwriters

By:       	/s/ Eugene Terracciano

Name:  	Eugene Terracciano

Title:    	Chief Compliance Officer

CORRESP
1
filename1.htm

Ritter Pharmaceuticals, Inc.

1801 Century Park East, Suite 1820

Los Angeles, California 90067

June 22, 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 23, 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

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

Daniel
    I. Goldberg

    Direct Phone: +1 212 549 0380

    Email: dgoldberg@reedsmith.com
    Reed
                                         Smith LLP

599 Lexington
Avenue

New York, NY 10022-7650
Tel
+1 212 521 5400

Fax +1 212 521 5450

reedsmith.com

June 5, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Jeffrey P. Riedler

 Re: Ritter Pharmaceuticals, Inc.

Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-202924) filed May 21, 2015

CIK No. 0001460702

Dear Mr. Riedler:

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 June 2, 2015 (the “Comment
Letter”) relating to the above-referenced Amendment No. 3 to Registration Statement on Form S-1 (the “Registration
Statement”).

Set forth below in bold is the comment
from the Comment Letter. For your convenience, the numbered paragraph below corresponds to the numbered comment in the Staff’s
Comment Letter and includes the caption used in the Comment Letter. Immediately following the comment is the Company’s response.
Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations Critical Accounting Policies and Estimates Significant factors, assumptions and methodologies
used in determining the estimated fair value of the Company’s common stock, page 56

 1. Please refer to your response to our prior comment two. Provide us the calculation (i.e. the numerator and denominator) for the $1.796 per share
and $.437 per share valuations under the IPO and “other” scenarios, respectively.
We assume the numerator for the IPO scenario is the $70 million value you refer to in your
April 24, 2015 letter and that the numerator for the “other” scenario is the
$1.4 million allocated to common stock as of the valuation date disclosed on page 58 of your filing.
With respect to the denominators, tell us what you included and why for each scenario. In
particular for the IPO scenario, it appears that you used 38,975,501 shares based on the
$70 million valuation. To the extent it assumes exercise of options and warrants,
tell us why, and how you considered the effect of the exercise proceeds. Also in this regard,
more fully explain to us your statement that “Both scenarios included options expected to be issued in December 2014 on 11.3 million common shares.”

    NEW YORK ¨
    LONDON ¨ HONG KONG ¨ CHICAGO
    ¨ WASHINGTON, D.C. ¨ BEIJING ¨
    PARIS ¨ LOS ANGELES ¨ SAN
    FRANCISCO ¨ PHILADELPHIA ¨ SHANGHAI
    ¨ PITTSBURGH ¨ HOUSTON ¨
    SINGAPORE ¨ FRANKFURT ¨ ABU
    DHABI ¨ MUNICH ¨ PRINCETON ¨
    NORTHERN VIRGINIA ¨ WILMINGTON ¨
    SILICON VALLEY ¨ DUBAI ¨
    CENTURY CITY ¨ RICHMOND ¨ ATHENS
    ¨KAZAKHSTAN

Securities and Exchange Commission

June 5, 2015

Page 2

The Company acknowledges the Staff’s
comment. The Company respectfully advises the Staff that the calculation (i.e., the numerator and denominator) for the $1.796
per common share valuation under the IPO scenario is as follows.

The value per share in the IPO
scenario is initially $2.048, prior to discounting for the time value of money, because the IPO was expected to occur six months
after the valuation date. The $1.796 is the present value of the $2.048 per share. Because the $70 million IPO value will provide
a per share return to shareholders above the exercise price of all of the options and warrants, we assumed that all of the warrant
and option holders would exercise. The exercise proceeds would total $16,945,094. Adding those proceeds to the $70 million IPO
value results in a $86,945,094 (the numerator) value distributable to a fully diluted (after exercise of all warrants and options)
share count of 42,459,334 (the denominator) and a $2.048 price per common share in the IPO scenario.

The Company respectfully advises
the Staff that the calculation (i.e., the numerator and denominator) for the $.437 per common share valuation under the
“other” scenario is as follows.

The numerator and the denominator
for the common stock in the “other” scenario is $1,409,906 (allocated value to the currently outstanding common stock
in the OPM Backsolve analysis) and 3,227,500 shares (the current outstanding common share count as of the valuation date), respectively.
The options were included to calculate the overall entity valuation of $24,614,495 in the “other” scenario and the
resulting overall entity value was allocated to the various classes of securities (including the preferred shares, the options,
and the warrants) to arrive at the residual value allocable to the common shareholders. As such, the options were properly excluded
from the numerator and denominator cited here to arrive at the $1,409,906 residual value allocable to the common shareholders.

In addition to the shares and other
securities issued and outstanding as of the valuation date, both scenarios include options that were expected to be granted immediately
following the valuation in the equity allocation. These options were included because their issuance was reasonably expected as
of the valuation date and would occur prior to an exit in either scenario. This treatment is supported by the AICPA guide in section
6.24 c. (“Companies frequently reserve an option pool that includes the options that may be issued to new and existing employees
as the company progresses toward a successful liquidity event. In the PWERM, it is appropriate to include in the allocation the
options that will be needed to reach each exit scenario”) and in section 6.35 – (“only outstanding options and
options that will be issued in the short term . . . are included in the allocation”). Therefore, both scenarios included
options expect to be issued in December 2014 on 11.3 million common shares among the other issued and outstanding securities as
of the valuation date.

If it would expedite the review of the
information provided herein, please do not hesitate to call the undersigned at (212) 549-0380.

Sincerely,

/s/ Daniel I. Goldberg

Daniel I. Goldberg

cc:  Michael D. Step, CEO of Ritter Pharmaceuticals, Inc.

June 2, 2015

Via E -mail
Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1801 Century Park East #1820
Los Angeles, CA 90067

Re: Ritter Pharmaceuticals, Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed May 22, 2015
  File No. 333 -202924

Dear Mr. Step :

We have reviewed amendment n umber  3 to your registration statement and your response
letter filed May 22, 2015 and have the following comment.  In  our comment , we may ask you to
provide us with information so we may bet ter understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is app ropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provi de in response to our comment , we may have additional comments.

Management’s Discussion and Analysis of Financial  Condition and Results of Operations
Critical Accounting Policies and Estimates
Significant factors, assumptions and methodologies used in determining the estimated fair value of the
Company’s common stock, page 56

1. Please refer to your response to our prior comment two.   Provide us the calculation (i.e.
the numerator and denominator) for the $1.796 per share and $.437 per share valuations
under the IPO and “other” scenarios, respectively.   We assume the numerator for the IPO
scenario is the $70 million value you refer to in your April 24, 2015 letter and that the
numerator for the “other” scenario is the $1.4 million allocated to common stock as of the
valuation date disclosed on page 58 of your filing.   With respect to the denominators, tell
us what you  included and why for each scenario.   In particular for the IPO scenario, it
appears that you used 38,975,501 shares based on the $70 million valuation. To the
extent it assumes exercise of options and warrants, tell us why, and how you considered
the effe ct of the exercise proceeds.   Also in this regard, more fully explain to us your

Michael D. Step
Ritter Pharmaceuticals, Inc.
June 2 , 2015
Page 2

 statement that “Both scenarios included options expected to be issued in December 2014
on 11.3 million common shares.”

You may contact Rolf Sundwall at (202) 551 -3105 or Jim Rosenberg at (202) 551 - 3679
if you have questions regarding comments on the financial statements and related matters.
Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202)
551-3715  with any other questions.

Sincere ly,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Yvan -Claude Pierre, Esq.
 Reed Smith LLP

CORRESP
1
filename1.htm

    599
                           Lexington Avenue

                           New York, NY 10022-7650

+1 212 521 5400

Fax +1 212 521
5450

reedsmith.com

May 21, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Jeffrey P. Riedler

 Re: Ritter Pharmaceuticals, Inc.

Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-202924) filed May 8, 2015

CIK No. 0001460702

Dear Mr. Riedler:

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 May 20, 2015 (the “Comment
Letter”), relating to the above-referenced Amendment No. 2 to Registration Statement on Form S-1 (the “Registration
Statement”). We are concurrently filing via EDGAR this letter and Amendment No. 3 to the Registration Statement (the “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 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 Amended Registration Statement. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms
in the Amended Registration Statement.

Dilution, page 48

 1. Refer to your response to our prior comment two. We believe that historical net tangible book value should be based on historical
stockholders’ deficit excluding intangible assets. You current computation includes preferred stock subject to redemption
in the book value for common stockholders, which does not seem appropriate. Please revise, accordingly.

    NEW YORK ¨
    LONDON ¨ HONG KONG ¨ CHICAGO
    ¨ WASHINGTON, D.C. ¨ BEIJING ¨
    PARIS ¨ LOS ANGELES ¨ SAN
    FRANCISCO ¨ PHILADELPHIA ¨ SHANGHAI
    ¨ PITTSBURGH ¨ HOUSTON SINGAPORE
    ¨ MUNICH ¨ ABU DHABI ¨
    PRINCETON ¨ NORTHERN VIRGINIA ¨
    WILMINGTON ¨ SILICON VALLEY ¨
    DUBAI ¨ CENTURY CITY ¨ RICHMOND
    ¨ GREECE ¨ KAZAKHSTAN

Securities and Exchange Commission

May 21, 2015

Page 2

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure of historical net tangible book value to exclude
preferred stock that is not included within equity.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Critical Accounting Policies and Estimates Significant factors,
assumptions and methodologies used in determining the estimated fair value of the Company’s common stock, page 56

 2. Refer to your response to our prior comment three. Please tell us why it is appropriate to use an estimated fully diluted
share count as of the December 2014 valuation date to value your common stock with respect to other scenarios, which you assess
at 55% probability. In this regard, explain to us whether the amount for other scenarios includes an amount for preferred stockholders,
and if so, why given preferences to preferred stockholders in any liquidation, dissolution or winding up of the Company.

The Company acknowledges the Staff’s
comment and agrees that it is not appropriate to use an estimated fully diluted share count to value our common stock in the ‘other’
scenario. We respectively advise the Staff that the estimated probability weighted per common share value of $1.048 is a composite
of the two exit scenarios (an initial public offering, estimated to occur in 5/2015, and; a scenario, which represents all other
likely outcomes for the Company). The estimated exit value for each scenario was calculated independent of one another. Please
refer to our letter dated April 24, 2015 for a description of the valuation methodologies for each scenario.

The IPO scenario resulted in an
expected value of $1.796 per share on a fully diluted basis. The ‘other’ scenario resulted in an expected value of
$0.437 per common share, after allocating the calculated enterprise value to the existing capital structure and after considering
the liquidation preferences of the various outstanding securities. Both scenarios included options expected to be issued in December
2014 on 11.3 million common shares. Weighting each outcome for the estimated probability of outcome (45% for the IPO scenario
and 55% for the ‘other’ scenario) results in a weighted average per common share value of $1.048. After application
of a 21.4%1 discount for lack of marketability (“DLOM”),
the calculated value of the Company’s common stock on a non-marketable basis as of the valuation date was $0.82 per share.

[Remainder of Page Intentionally Left
Blank]

1
The DLOM was calculated by use of the Average Strike Put Option (or Finnerty) model. Inputs to the method included
the estimated length of the time period until liquidity is achieved and the Company’s estimated volatility. Guidance from
the SEC and the AICPA suggests that a more quantitative approach should be used to estimate an appropriate DLOM.

Securities and Exchange Commission

May 21, 2015

Page 3

If it would expedite the review of the
information provided herein, please do not hesitate to call the undersigned at (212) 549-0380.

      Sincerely,

      /s/ Daniel I. Goldberg

      Daniel I. Goldberg

cc:  Michael D. Step, CEO of Ritter Pharmaceuticals, Inc.

May 20 , 2015

Via E -mail
Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1801 Century Park East #1820
Los Angeles, CA 90067

Re: Ritter Pharmaceuticals, Inc.
Amendment No. 2  to Registration Statement on Form S -1
Filed May 8 , 2015
  File No. 333 -202924

Dear Mr. Step :

We have reviewed amendment no. 2  to your registration statement and you r response
letter dated May 8 , 2015 and have the following comments.  In some of our comments, we may
ask you to provide us with information so we m ay 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 i s 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.

Dilution, page 48

1. Refer to your response  to our prior comment two.   We believe that historical net tangible
book value should be based on historical stockholders’ deficit excluding intangible
assets.   You current computation includes preferred stock subject to redemption in the
book value for co mmon stockholders, which does not seem appropriate.   Please revise,
accordingly.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Significant factors, assumptions and methodo logies used in determining the estimated fair value
of the Company’s common stock, page 56

2. Refer to your response to our prior comment three.   Please tell us why it is appropriate to
use an estimated fully diluted share count as of the December 2014 valua tion date to

Michael D. Step
Ritter Pharmaceuticals, Inc.
May 20 , 2015
Page 2

 value your common stock with respect to other scenarios, which you assess at 55%
probability.   In this regard, explain to us whether the amount for other scenarios includes
an amount for preferred stockholders, and if so, why given preferences  to preferred
stockholders in any liquidation, dissolution or winding up of the Company.

You may contact Rolf Sundwall at (202) 551 -3105 or Jim Rosenberg at (202) 551 - 3679
if you have questions regarding comments on the financial statements and related m atters.
Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202)
551-3715  with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Yvan -Claude Pierre, Esq.
 Reed Smith LLP

CORRESP
1
filename1.htm

        599 Lexington Avenue

        New York, NY 10022-7650

        +1 212 521 5400

        Fax +1 212 521 5450

        reedsmith.com

May 8, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Jeffrey P. Riedler

 Re: Ritter Pharmaceuticals, Inc.

Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-202924) filed April 24, 2015

CIK No. 0001460702

Dear Mr. Riedler:

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 May 7, 2015 (the “Comment
Letter”), relating to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 (the “Registration
Statement”). We are concurrently filing via EDGAR this letter and Amendment No. 2 to the Registration Statement (the “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 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 Amended Registration Statement. Defined terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Amended Registration Statement.

Prospectus Summary

 1. We note your revised disclosure that you intend to conduct a Phase 2b/3 trial of RP-G28. Please
amend your disclosure in this section to include the following information consistent with disclosure appearing elsewhere in your
prospectus:

NEW YORK ¨
LONDON ¨ HONG KONG ¨ CHICAGO ¨
WASHINGTON, D.C. ¨ BEIJING ¨ PARIS
¨ LOS ANGELES ¨ SAN FRANCISCO ¨
PHILADELPHIA ¨ SHANGHAI ¨ PITTSBURGH
¨ HOUSTON

 SINGAPORE ¨ MUNICH ¨
ABU DHABI ¨ PRINCETON ¨ NORTHERN VIRGINIA
¨ WILMINGTON ¨ SILICON VALLEY ¨
DUBAI ¨ CENTURY CITY ¨ RICHMOND ¨
GREECE ¨KAZAKHSTAN

Securities and Exchange Commission

May 8, 2015

Page 2

 · Neither the FDA nor any other comparable governmental agency has considered your Phase 2b/3
study or your current development plan for RP-G28, and you do not intend to request a meeting with the FDA to discuss these matters;

 · You have not consulted with the FDA about the intent to use abdominal pain as a primary endpoint
for the Phase 2b/3 pivotal clinical trial; and

 · You will need to submit an IND supplement containing amended protocols for the Phase 2b/3 adaptive
trial that must be approved by the FDA.

The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised the prospectus summary to include the information
requested by the Staff.

Dilution, page 47

 2. It appears that historical book value per share at December 31, 2014 throughout this item should
be based on stockholders’ deficit of $14,495,042. Please revise accordingly.

The Company acknowledges the Staff’s
comment and respectively submits to the Staff that historical book value per share, as used in the Dilution disclosure on page
48 of the Amended Registration Statement, should be based on the Company’s net tangible book value as of December 31, 2014
rather than stockholders’ deficit. The Company has disclosed book value per share based upon the Company’s net tangible
book value as of December 31, 2014 in accordance with Item 506 of Regulation S-K. Item 506 requires disclosure of the Company’s
net tangible book value per share before the proposed initial public offering. As disclosed on page 48 of the Amended Registration
Statement, net tangible book value represents the amount of total tangible assets less total liabilities. As of December 31, 2014,
the Company’s total tangible assets and total liabilities were $2,963,320 and $1,254,750, respectively, resulting in net
tangible book value of $1,708,570.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Critical Accounting Policies and Estimates

Significant factors, assumptions and
methodologies used in determining the estimated fair value of the Company’s common stock, page 55

 3. Refer to your response to item 5 of your April 24, 2015 letter. Please tell us the number of
shares used to arrive at the $1.048 per share value in connection with the December 2014 valuation, and how the number of shares
was determined.

The Company acknowledges the Staff’s comment and
respectively advises the Staff that the estimated probability weighted per common share value of $1.048 was based on an estimated
fully diluted share count as of the valuation date of 42,459,334 shares, of which 3,227,500 shares are common.

Securities and Exchange Commission

May 8, 2015

Page 3

Clinical and Regulatory

Principal Component Analysis
of Microbiome Shifts, Page 79

 4. The illustration provided in Figure 3 contains text that is illegible. Please revise this figure
accordingly.

The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has deleted Figure 3 and revised the text on page 82 of the
Amended Registration Statement to instead describe the results of Figure 3.

Government Regulation and Product Approval, page 87

 5. We note your disclosure with respect to adaptive seamless phase 2b/3 designs and that the main
statistical challenge in such a design is ensuring control of the type I error rate. Please revise your disclosure to define the
term “type 1 error rate.” In addition, please include a discussion as to how you will address this statistical challenge
where you discuss the design of your Phase 2b/3 trial for RP-G28 elsewhere in the prospectus.

The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page 91 of the Amended Registration
Statement to include the information requested by the Staff.

If it would expedite the
review of the information provided herein, please do not hesitate to call the undersigned at (212) 549-0380.

    Sincerely,

    /s/ Daniel I. Goldberg

    Daniel I. Goldberg

cc: Michael D. Step, CEO of Ritter Pharmaceuticals, Inc.

May 7, 2015

Via E -mail
Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1801 Century Park East #1820
Los Angeles, CA 90067

Re: Ritter Pharmaceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed April 24, 2015
  File No. 333 -202924

Dear Mr. Step :

We have reviewed your amended registration statement and your response letter dated
April 24, 2015 and have the following comments.  In some of our comments, we may ask you to
provide us with information so w e 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 amendmen t 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.

Prospectus Summary, page 2

1. We note your revised disclosure that you intend to conduct a Phase 2b/3 trial of RP -G28.
Please amend your disclosure in this section to include the following information
consistent with disclosure appearing elsewhere in your prospectus:

 Neither the FDA nor any other comparable governmental agency has considered your
Phase 2b/3 study or your current development plan for RP -G28, and you do not
intend to request a meeting with the FDA to discuss thes e matters;
 You have not consulted with the FDA about the intent to use abdominal pain as a
primary endpoint  for the Phase 2b/3 pivotal clinical trial ; and
 You will need to submit an IND supplement containing amended protocols for the
Phase 2b/3 adaptive trial  that must be approved by the FDA.

Michael D. Step
Ritter Pharmaceuticals, Inc.
May 7 , 2015
Page 2

 Dilution, page  47

2. It appears that historical book value per share at December 31, 2014 throughout this item
should be based on stockholders’ deficit of $14,495,042.   Please revise accordingly.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Significant factors, assumptions and methodologies used in determining the estimated fair value
of the Company’s common stock, page 55

3. Refer to your response to item 5 of your April 24, 2015 letter. P lease tell us the number
of shares used to arrive at the $1.048 per share value in connection with the December
2014 valuation, and how the number of shares was determined.

Clinical and Regulatory
Principal Component Analysis of Microbiome Shifts , Page 79

4. The illustration provided in Figure 3 contains text that is illegible.  Please revise this
figure accordingly.

Government Regulation and Product Approval , page 87

5. We note your disclosure with respect to adaptive seamless phase 2b/3 designs and that
the main statistical challenge in such a design is ensuring control of the type I error rate.
Please revise your disclosure to define the term “type 1 error rate.”  In a ddition, please
include a discussion as to how you will address this statistical challenge where you
discuss the design of your Phase 2b/3 trial for RP -G28 elsewhere in the prospectus.

You may contact Rolf Sundwall at (202) 551 -3105 or Jim Rosenberg at (202) 551 - 3679
if you have questions regarding comments on the financial statements and related matters.
Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202)
551-3715  with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Yvan -Claude Pierre, Esq.
 Reed Smith LLP

Michael D. Step
Ritter Pharmaceuticals, Inc.
May 7 , 2015
Page 3

CORRESP
1
filename1.htm

        599 Lexington Avenue

        New York, NY 10022-7650

        +1 212 521 5400

        Fax +1 212 521 5450

        reedsmith.com

April 24, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Johnny Gharib

 Re: Ritter Pharmaceuticals, Inc.

Registration Statement on Form S-1 (File No. 333-202924) filed March 23, 2015

CIK No. 0001460702

Dear Mr. Gharib:

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 April 6, 2015 (the “Comment
Letter”), relating to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”).
We are concurrently filing via EDGAR this letter and Amendment No. 1 to the Registration Statement (as amended, the “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 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 Amended
Registration Statement. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amended
Registration Statement.

Prospectus Summary

 1. Please revise the discussion in your prospectus summary
to limit detailed technical discussion of the end points and results of your clinical trials for RP-G28 to the Business section
of your prospectus. A general description of the key findings of the Phase 2 studies for RP-G28 is appropriate for a prospectus
summary. In this regard, you should also

NEW YORK ¨
LONDON ¨ HONG KONG ¨ CHICAGO ¨
WASHINGTON, D.C. ¨ BEIJING ¨ PARIS ¨
LOS ANGELES ¨ SAN FRANCISCO ¨ PHILADELPHIA
¨ SHANGHAI ¨ PITTSBURGH ¨
HOUSTON SINGAPORE ¨ MUNICH ¨ ABU DHABI
¨ PRINCETON ¨ NORTHERN VIRGINIA ¨
WILMINGTON ¨ SILICON VALLEY ¨ DUBAI ¨
CENTURY CITY ¨ RICHMOND ¨ GREECE ¨KAZAKHSTAN

Securities and Exchange Commission

April 24, 2015

Page 2

remove the image of the principal component analysis
reflected in Figure 1 to the Business Section where it can be explained in proper context.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that it has revised the prospectus summary to limit the detailed technical discussion of the end
points and results of its clinical trials for RP-G28. The Company has also moved the image of the principal component analysis
reflected in Figure 1 from the Summary Section to the Business Section where it can be explained in proper context.

Our Leading product Candidate – RP-G28, page 1

 2. We note your revised disclosure in response to our prior comment 6. At your first reference to “p-values” please
explain what such measures indicate about the statistical significance of the results obtained in clinical trials.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that at the first reference to “p-values” on page 1 of the Amended Registration Statement,
it has included an explanation of what “p-value” measures indicate about the statistical significance of the results
obtained in clinical trials.

Business

Clinical Supply and Cooperation Agreement with Ricerche Sperimentali…,
page 82

 3. We note your revised disclosure in response to our prior comment 16. Please expand your disclosure to quantify the aggregate
milestones you paid to RSM for its assistance in seeking the necessary regulatory approvals for RP-G28, including a payment upon
the effective date of the Supply Agreement; and upon completions to your satisfaction of the drug master file submission to the
FDA related to RP-G28. Also, please quantify the amount of aggregate milestones you are obligated to pay to RSM in the event you
receive approval from the FDA to market RP-G28 or another product using Improved GOS.

The Company acknowledges the Staff’s comment
and respectfully advises the Staff that it has included the information requested by the Staff in this Comment 3 on pages 82-83
of the Amended Registration Statement.

 4. Please revise to disclose the amount of the monthly fee payable to RSM following a Financing Receipt and how long you estimate
paying this fee. Also, disclose, on separate basis by payment, the amounts payable to RSM to exercise the First and Second Option
Payments. Further disclose what effect, if any, exercise of the First and/or Second Option Payments has on the monthly fee payable.

The Company acknowledges the Staff’s comment
and respectfully advises the Staff that it has included the information requested by the Staff in this Comment 4 on pages 82-83
of the Amended Registration Statement.

Securities and Exchange Commission

April 24, 2015

Page 3

 5. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

Stock-Based Compensation, page 53 of Registration
Statement on Form S-1 Confidentially Submitted on January 29, 2015

We may have additional comments on your accounting
for equity issuances including stock compensation and beneficial conversion features. Once you have an estimated offering price,
please provide us an analysis explaining the reasons for the differences between recent valuations of your common stock leading
up to the IPO and the estimated offering price. [Comment 14 to Staff’s Comment Letter dated February 25, 2015]

The Company made the following stock option grants on
December 2, 2014 to its executive management team (all common share and per share amounts are presented without regard to the Company’s
proposed reverse stock split to be effected prior to its effective registration statement). No other options were granted in 2014
or subsequently.

    Exercise

    Number of Common
    Price
    Estimated
    Intrinsic

    Grant
    Shares Underlying
    per Common
    Fair Value of
    Value

    Date
    Options Granted
    Share
    Options
    of Options

    2-Dec-14
      7,625,955
    $ 0.82
    $0.39 - $0.51
    $ 0.00

    2-Dec-14
      2,002,622
    $ 1.30
    $0.37 - $0.40
    $ 0.00

    2-Dec-14
      2,002,620
    $ 1.85
    $0.33 - $0.37
    $ 0.00

Stock-based compensation expense related to stock options
granted to employees is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures,
in accordance with ASC 718.

In December 2014, the Company issued an aggregate of 2,369,228
shares of Series C convertible preferred stock, and warrants to purchase an aggregate of 2,369,228 shares of common stock, for
an aggregate cash purchase price of $3,081,893 (the “Series C Financing”), which closed in several tranches from December
4 through December 19, 2014. The total gross proceeds of the Series C Financing were allocated to the separable financial instruments,
resulting in a value for the Series C preferred stock of $1.30 and a value for the common stock warrants of $0.20.

Additionally, the Company obtained a stock valuation report
(the “Valuation Report”) prepared by an independent valuation specialist with an effective date of October 31, 2014.
The Valuation Report contemplated the Series C Financing.

Securities and Exchange Commission

April 24, 2015

Page 4

Valuation Report

The AICPA guidelines allow for three methods of allocating
enterprise value to differing security holders in the capitalization schedule: the Current Value Method (“CVM”), the
Probability Weighted Expected Return Method (“PWERM”), and the Option Pricing Method (“OPM”). Management
utilized the services of an independent valuation specialist in estimating the fair market value of the Company’s common
stock. Each of the three allocation methods was considered by management and the valuation specialist in estimating the fair market
value of the Company’s common stock. The Probability Weighted Expected Return Method was considered appropriate given management's
relatively clear visibility of likely exit scenarios.

Probability Weighted Expected Return Method

The valuation specialist estimated the fair value of the
common equity of the Company using the PWERM given the Company’s distinct likely exit scenarios. Under this method, an analysis
of future values of a company is performed for several likely liquidity scenarios. Those scenarios may include a strategic sale
or merger, an initial public offering, the dissolution of the company in which the preferred shares receive all of the proceeds
and the common stock is worthless, as well as the company's private enterprise value assuming the absence of a liquidity event.

The value of the common stock is determined for each scenario
at the time of each future liquidity event and discounted back to the present using a risk-adjusted discount rate. The present
values of the common stock under each scenario are then weighted based on the probability of each scenario occurring to determine
the value for the common stock. This method is generally considered appropriate to use when there are several distinct liquidity
scenarios to be considered.

In estimating the likely liquidity scenarios for the Company’s
shareholders, the valuation specialist consulted with management to determine the potential liquidity scenarios and the probability
of each. Based on these interviews, two likely exit scenarios for the Company were identified:

 · An initial public offering, estimated to occur in May of 2015 (the “IPO scenario”); and

 · A scenario, which represents all other likely outcomes for the Company.

Initial Public Offering Scenario

To determine the exit value for the IPO scenario, the
Company’s equity value was estimated based on the Series C post-money valuation calculation, which is being used as a benchmark
by investment bankers discussing a possible initial public offering (“IPO”) for the Company. In this calculation, the
valuation specialist applied a step-up factor to arrive at the estimated midpoint pre-money valuation for the Company’s IPO,
which it estimated at that time to be $70 million. The valuation specialist calculated the allocation of the estimated equity value
of $70 million to be allocated among preferred and common shareholders. According to the terms of the preferred shares stock purchase
agreements, the preferred shares would be converted to common shares just prior to an IPO.

Securities and Exchange Commission

April 24, 2015

Page 5

Other Scenarios

Management included a scenario assumed to encompass, as
of the time of the Valuation Report, all other likely scenarios for the Company other than the IPO. The value for this scenario
for the equity was estimated using the backsolve method, which is based upon the price at which Series C and the corresponding
common warrant are valued in the most recent round of financing.

Probability Weighting

Given the Company’s stage of development, management
used the following probabilities of the Company’s potential liquidity events:

 · Initial Public Offering: 45%

 · Other Scenarios: 55%

Recent Securities Transactions

Per AICPA valuation guidelines, recent securities transactions
should be considered as a relevant input for computing a company’s valuation. When the Company completed the Series C Financing
there was an implied valuation of the Company upon which the securities were priced. To calculate the total equity value implied
from the Series C Financing, the valuation specialist used the Backsolve method, which utilizes the Option Pricing Method framework
to calculate an implied value based on the Series C Financing.1
Debt was then added to the resulting value to calculate the Market Value of Invested Capital (“MVIC”). For each $1.30
invested, Series C investors received a Series C preferred share and a warrant to purchase common shares for $1.30 per share, the
valuation therefore backsolved to a value that the implied a $1.30/share value on the basket of securities (one Series C share
and one $1.30 common warrant).

Using this approach, the Company’s MVIC, on a marketable
basis, was estimated at $25.2 million. The corresponding equity value is of $24.6 million.

Discount Rate Calculation

The discount rate was developed using benchmark required
rates of return for venture-backed companies, as outlined by the AICPA Practice Aid. The tier used was that of a company in preparation
of an IPO, resulting in an estimated cost of equity for the Company of 30.0%.

Weighted Average Value

After considering all valuation methods under each approach,
the relevant valuation inputs were discounted to the valuation date and weighted appropriately to arrive at a weighted average
equity value as follows:

1 Management believes that the Backsolve method is superior
to a simple pre- or post-money calculation because it takes into account the economic rights of the recently issued security in
relation to the rights of other equity holders.

Securities and Exchange Commission

April 24, 2015

Page 6

    Equity
    Present

    Weighted

    Scenarios
    Value
    Value
    Probability
    Average

    IPO
    $ 70,000,000
    $ 61,394,061
    45%
    $ 27,627,328

    Other (Series C Backsolve)
    $ 24,614,495
    $ 24,614,495
    55%
    $ 13,537,972

    Total PWERB Equity Value
    $ 41,165,300

    Weighted Avg. Equity Value
    $ 40,560,300

The allocation of the weighted average equity value to
the Company’s common shares results in a marketable value $1.048/share. After application of a 21.4%2
discount for lack of marketability (“DLOM”), the calculated value of the Company’s common stock on a pre-split
non-marketable basis as of October 31, 2014 was $0.82 per share.

Estimated Offering Price in the IPO

The Company’s investment bankers have estimated
a pre-split mid-point IPO price of $1.54 per share. This estimate is based on an estimated mid-point pre-money valuation
for the Company’s IPO of $66 million. As described above, the Company’s common stock valuation estimate was based on
estimated liquidity scenarios for the Company’s shareholders, with two likely exit scenarios for the Company identified as:

 · An IPO, estimated to occur in 5/2015 (45% chance of occurance); and

 · A scenario, which represents all other likely outcomes for the Company (55% chance of occurance).

The Company’s valuation estimate in the IPO scenario
was based on a mid-point pre-money valuation of $70 million, so this factor in and of itself did not create a difference between
the Company’s estimated common stock valuation, used for stock-based compensation, and the estimated mid-point offering price
in the IPO.

The difference between the Company’s estimated common
stock valuation of $0.82 per share and the estimated a pre-split mid-point IPO price of $1.54 per share can be attributed primarily
to the Company’s probability weighting of 55% to the other liquidity scenario representing all scenarios other than an IPO.
That is, the key driver in Company’s estimated common stock valuation, compared to the estimated IPO mid-point price, is
management’s estimate of a 45% probability of an IPO liquidity event occurring.

2 The DLOM was calculated by use of the Average Strike
Put Option (or Finnerty) model. Inputs to the method included the estimated length of the time period until liquidity is achieved
and the Company’s estimated volatility. Guidance from the SEC and the AICPA suggests that a more quantitative approach should
be used to estimate an appropriate DLOM.

Securities and Exchange Commission

April 24, 2015

Page 7

As desc

April 6, 2015

Via E -mail
Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1801 Century Park East #1820
Los Angeles, CA 90067

Re: Ritter Pharmaceuticals, Inc.
Registration Statement on Form S -1
Filed March 23, 2015
  File No. 333-202924

Dear Mr. Step :

We have reviewed your registration statement and have the following comments.  Please
respond to this letter by amending your registration statement and providing the requested
information.   If you do not believe our comments ap ply 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 ha ve additional comments.

Prospectus Summary

1. Please revise the discussion in your prospectus summary to limit detailed technical
discussion of the end point s and results of your clinical trials  for RP -G28 to the Business
section of your prospectus.  A general description of the key findings of the Phase 2
studies for  RP-G28 is appropriate for a prospectus summary.  In this regard, you should
also remove the image of the principal component analysis reflecte d in Figure 1 to the
Business Section where it can be explained in proper context.

Our Leading product Candidate – RP-G28, page 1

2. We note your revised disclosure in response to our prior comment 6.  At your first
reference to “p -values” please explain what such measures indicate about the statistical
significance of the results obtained in clinical trials.

Michael D. Step
Ritter Pharmaceuticals, Inc.
April 6 , 2015
Page 2

 Business
Clinical Supply and Cooperation Agreement with Ricerche Sperimentali…, page 82

3. We note your revised disclosure in response to our prior comment 16.  Please expand
your disclosure to quantify the aggregate milestones you paid to RSM for its assistance in
seeking the necessary regulatory approvals for RP -G28, including a payment upon t he
effective date of the Supply Agreement; and upon completions to your satisfaction of the
drug master file submission to the FDA related to RP -G28.  Also, please quantify the
amount of aggregate milestones you are obligated to pay to RSM in the event you  receive
approval from the FDA to market RP -G28 or another product using Improved GOS.

4. Please revise to disclose the amount of the monthly fee payable to RSM following a
Financing Receipt and how long you estimate paying this fee.   Also, disclose, on se parate
basis by payment, the amounts payable to RSM to exercise the First and Second Option
Payments.   Further disclose what effect, if any, exercise of the First and/or Second
Option Payments has on the monthly fee payable.

We urge all persons who are re sponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possessi on 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 registrati on 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 wit h 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 of  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

Michael D. Step
Ritter Pharmaceuticals, Inc.
April 6 , 2015
Page 3

 adequate time for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Rolf Sundwall at (202) 551 -3105 or Jim Rosenberg at (202) 551 - 3679
if you have questions regarding comments on the financial statements and related matters.
Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202)
551-3715  with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Yvan -Claude Pierre, Esq.
 Reed Smith LLP

CORRESP
1
filename1.htm

    599 Lexington Avenue

        New York, NY 10022-7650

        +1 212 521 5400

        Fax +1 212 521 5450

        reedsmith.com

March 23, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Johnny Gharib

 Re: Ritter Pharmaceuticals, Inc.

Draft Registration Statement on Form S-1 submitted
January 29, 2015

CIK No. 0001460702

Dear Mr. Gharib:

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
February 25, 2015 (the “Comment Letter”), relating to the above-referenced Draft Registration Statement on Form
S-1 (the “Registration Statement”). We are concurrently filing via EDGAR this letter and  the initial filing of
the registration statement (the “Revised 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 Revised Registration Statement
in response to the Staff’s comment. All page references in the responses set forth below refer to page numbers in the Revised
Registration Statement. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in the Revised
Registration Statement.

Table of Contents, page i

 1. We note your statement, “While we believe that these industry publications and third-party research, surveys and studies
are reliable, we have not independently verified such data.” As it is not appropriate to disclaim liability for information
contained in your prospectus, please revise your disclosure to delete these statements.

    NEW YORK ¨ LONDON ¨ HONG KONG ¨ CHICAGO ¨ WASHINGTON, D.C. ¨ BEIJING ¨ PARIS ¨ LOS ANGELES ¨ SAN FRANCISCO ¨ PHILADELPHIA ¨ SHANGHAI ¨ PITTSBURGH ¨ HOUSTON

SINGAPORE ¨ MUNICH ¨ ABU DHABI ¨ PRINCETON ¨ NORTHERN VIRGINIA ¨ WILMINGTON ¨ SILICON VALLEY ¨ DUBAI ¨ CENTURY CITY ¨ RICHMOND ¨ GREECE ¨KAZAKHSTAN

Securities and Exchange Commission

March 23, 2015

Page 2

The Company acknowledges the Staff’s comment
and respectfully advises the Staff that it has revised the language on page i of the Revised Registration Statement to address
the Staff’s concern.

Prospectus Summary

Our Leading Product Candidate
– RP-G28, page 1

 2. Please define the term “prebiotic” at your first reference in the prospectus summary.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page 1
of the Revised Registration Statement to include a definition of the term “prebiotic.”

 3. Please provide a brief explanation of the term “oligosaccharide” at your first reference in the prospectus summary.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that it has revised its disclosure on page 1 of the Revised Registration Statement to include a
brief explanation of the term “oligosaccharide.”

 4. Please expand your disclosure in this section to briefly describe the “patient-reported symptom assessment instrument”
referenced in the second paragraph of this section.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that it has revised its disclosure on page 2 of the Revised Registration Statement to provide
a brief description of the “patient-reported symptom assessment instrument” referenced in the second paragraph of this
section.

 5. Please expand your disclosure in this section to explain the term “principal component analyses.”

The Company acknowledges the Staff’s comment
and respectfully advises the Staff that it has revised its disclosure on page 3 of the Revised Registration Statement to
explain the term “principal component analyses.”

 6. Please explain the meaning and significance of the term “statistically significant” at its first use in the
fourth paragraph of this section. To the extent that your explanation of “statistical significance” involves the minimum
“p-value” associated with statistical significance, please explain the relationship between the terms and the significance
of p-values to the FDA’s evidentiary standards of efficacy. Please also revise your disclosure in the section entitled “Phase
2a Study” on page 76 as required.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that it has revised its disclosure on page 3 of the Revised Registration Statement and pages 77
through 79 of the

Securities and Exchange Commission

March 23, 2015

Page 3

Revised Registration Statement to provide the clarification
requested by the Staff in this comment.

 7. We note your disclosure that you have received FDA guidance on RP-G28’s clinical and regulatory pathway. Please expand
your disclosure to provide a brief description of the FDA’s guidance on RP-G28.

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure on pages 3  and 4 of the Revised Registration
Statement to provide a brief description of the FDA’s guidance on RP-G28.

Substantial Patent Portfolio
and Product Exclusivity, page 3

 8. Please revise your disclosure in this section to identify the prominent oligosaccharide manufacturer in Europe with whom you
have secured an exclusive supply agreement which provides for under certain circumstances the transfer of the manufacturer’s
patent applications for the process to produce ultra high purity oligosaccharide active pharmaceutical ingredients, including RP-G28.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that it has revised its disclosure on page 5 of the Revised Registration Statement to identify
the prominent oligosaccharide manufacturer in Europe with whom the Company has secured an exclusive supply agreement.

Risk Factors

Risks Related to Our Financial Position and Need for Additional
Capital

We will require substantial additional funding, which may
not be available …, page 11

 9. Please expand your risk factor disclosure to quantify the amount of your cash and cash equivalents.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that it has revised its disclosure on page 13 of the Revised Registration Statement to quantify
the amount of its cash and cash equivalents.

Risks Relating to Regulatory
Review and Approval of Our Product Candidates

We cannot be certain that RP-G28
will receive regulatory approval, and …, page 13

 10. Please expand your disclosure in the third paragraph of this risk factor to describe the purpose of the “ICH-compliant
GLP embryo-fetal development toxicology studies” and the “ICH standard batter of genotoxicity tests (GLP) using RP-G28.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that it has revised its disclosure on page 16 of the Revised Registration Statement to describe
the purpose

Securities and Exchange Commission

March 23, 2015

Page 4

of the “ICH-compliant GLP embryo-fetal development
toxicology studies” and the “ICH standard batter of genotoxicity tests (GLP) using RP-G28.

Risks Related to Our Business
and Strategy

We may not be able to manage
our business effectively if we are unable to …, page 25

 11. Please identify your other key employees and consultants to whom you refer in the second paragraph of this risk factor.

The Company acknowledges the Staff’s comment. The
Company does not have any employees or consultants that it considers to be “key employees” (other than its executive
officers identified in second paragraph on page 27) nor does it have any “key consultants.” The Company has revised
its disclosure on page 27 to make this clarification.

We face potential product liability
exposure, and if successful claims are … , page 27

 12. Please explain what you mean when you state that you expect to obtain “limited” product liability insurance coverage
by quantifying the amount of coverage you plan on obtaining and whether the amount of your coverage is typical for a company in
your industry. Please also provide this information when you discuss any other types of insurance you carry.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that it has revised its disclosure on page 29 of the Revised Registration Statement to clarify
that the insurance it currently maintains and expects to obtain in the future will be at levels typical for a company in its industry
and at its stage of development.

Use of Proceeds, page 42

 13. Please revise your first bullet point in this section to indicate whether the allocated proceeds will allow you to fund your
Phase 2b and Phase 3 trials to completion. If not, please indicate how far in the development process the allocated proceeds will
allow you to reach.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised its first bullet on page
44 of the Revised Registration Statement to clarify that it expects that the net proceeds of this offering, together with its
existing cash and cash equivalents, as of December 31, 2014, will enable it to complete its planned Phase 2b trial.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

Stock-Based Compensation, page 53

 14. We may have additional comments on your accounting for equity issuances including stock compensation and beneficial conversion
features. Once you have an estimated offering

Securities and Exchange Commission

March 23, 2015

Page 5

price, please provide us an analysis
explaining the reasons for the differences between recent valuations of your common stock leading up to the IPO and the estimated
offering price.

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it will provide the Staff with an analysis explaining the reasons for any
significant differences between recent valuations of its common stock leading up to the IPO and the estimated offering price
once it has an estimated offering price.

Business, page 67

 15. We note your discussion on page 61 regarding your R&D agreement with KPT and KPM. Please include disclosure under the appropriate
subheading of your Business section describing the material terms of the R&D agreement, including the nature and scope of the
agreement, the parties’ rights and obligations, duration of the agreement, termination provisions, aggregate payments to
be received by you under the agreement and royalties you are obligated to pay under the agreement.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has included a description of the
material terms of the R&D agreement on pages 81 and 82 of the Revised Registration Statement.

 16. We note your disclosure on page 75 under the heading “Substantial Patent Portfolio and Product Exclusivity” where
you state that you secured an exclusive supply agreement for GMP produced product from a prominent oligosaccharide manufacturer
in Europe, which provides for, under certain conditions, the transfer of the manufacturer’s patent applications for the process
to produce ultra high purity oligosaccharide active pharmaceutical ingredients, including RP-G28. Please expand your disclosure
under the appropriate subheading of your Business section to identify the manufacturer and to describe the material terms of the
supply agreement, including the parties’ rights and obligations, the duration of the agreement, termination provisions and
any payment provisions. Also, please describe under what conditions the manufacturer will transfer its patent applications to you.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that on page 82 of the Revised
Registration Statement it has identified the prominent oligosaccharide manufacturer in Europe with whom the Company has
secured an exclusive supply agreement and has included a description of the material terms of this agreement.

Our Lead Product Candidate – RP-G28

Galacto-oligosaccharides (GOS), page 70

 17. We note your statements that RP-G28 is manufactured to ultra-high purity specifications and that in comparison, commercially
available GOS are typically 50-60% GOS. Please expand your disclosure to provide the specifications of RP-G28.

Securities and Exchange Commission

March 23, 2015

Page 6

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on page 71
to provide the specifications of RP-G28.

Clinical and Regulatory

Phase 2a Study, page 76

 18. We note your statement, “Principal component analyses showed statistically significant shifts in the microbiome of subjects
treated with RP-G28” in the fourth paragraph of this section. Please expand your disclosure to provide the results, including
p-values, of the component analysis showing statistically significant shifts in the microbiome of subjects treated with RP-G28.

The Company acknowledges the Staff’s comment
and respectfully advises the Staff that it has expanded its disclosure on pages 77 through 79 to provide the results,
including p-values, of the component analysis showing statistically significant shifts in the microbiome of subjects treated
with RP-G28.

Competition, page 78

 19. We note that you believe that RP-G28 is one of the few drug candidates in advanced clinical trials for treating lactose intolerance.
Please expand your disclosure to identify the other drug candidates that are under development with which you may compete and the
companies that are developing these product candidates. In this regard, we note that you currently provide such information in
the risk factor entitled, “We face competition from other biotechnology and pharmaceutical companies and our operating results
will suffer if we fail to compete effectively.”

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that it has revised its disclosure on pages 6, 24 and 83 of the Revised Registration Statement
to clarify that while it knows of no other drug candidates in advanced clinical trials for treating lactose intolerance, because
the biopharmaceutical industry is intensely competitive, it could face competition in the future.

Intellectual Property

Patents and Proprietary Rights
Covering Our Drug Candidates, page 79

 20. We note that your intellectual property portfolio related to RP-G28 contains four issued patents and at least 15 other related
pending patent applications in the United States and worldwide of both in-licensed and Ritter Pharmaceutical-owned inventions.
Please revise your disclosure in this section to provide the following information:

 · A description of your fourth issued patent, including the type of patent protection such as use or process, the expiration
date of the patent and the jurisdiction where it is issued;

Securities and Exchange Commission

March 23, 2015

Page 7

 · With regard to your patent applications, please describe the type of patent protection you are seeking such as composition
of matter, use or process, the expected expiration date of the issued patent if the patent application is granted, and the jurisdictions
where the patent application is pending; and

 · With regard to your patents and patent applications, which ones are owned and which ones are licensed from third parties
and the name of the third party if the patent or patent application is licensed from a third party.

The Company acknowledges
the Staff’s comment and respectfully a

February 25 , 2015

Via E -mail
Michael D. Step
Chief Executive Officer
Ritter Pharmaceuticals, Inc.
1801 Century Park East #1820
Los Angeles, CA 90067

Re: Ritter Pharmaceuticals, Inc.
Draft Registration Statement on Form S -1
Submitted January 29, 2015
  CIK No. 0001460702

Dear Mr. Step:

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  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 the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comme nts.

Table of Contents, page i

1. We note your statement, “While we believe that these industry publications and third -
party research, surveys and studies are reliable, we have not independently verified such
data.”  As it is not appropriate to disclaim liability for information contained in your
prospectus , please revise your disclosure to delete these statements .

Prospectus Summary
Our Leading Product Candidate – RP-G28, page 1

2. Please define the term “prebiotic” at your fi rst reference in the prospectus summary.

3. Please provide a brief explanation of the term “o ligosaccharide ” at your first reference in
the prospectus summary.

Michael D. Step
Ritter Pharmaceuticals, Inc.
February 25,  2015
Page 2

4. Please expand your disclosure in this section to briefly describe the “patient -reported
symptom assessment instrument” referenced in the second paragraph of this section.

5. Please expand your disclosure in this section to explain the term “principal component
analyses.”

6. Please explain the meaning and significance of the term “statistically significant” at its
first use in the fourth paragraph of this section.  To the extent that your explanation of
“statistical significance” involves the minimum “p -value” associated with statistical
significance, please explain the relationship between the terms and the signifi cance of p -
values to the FDA’s evidentiary standards of efficacy.  Please also revise your disclosure
in the section entitled “Phase 2a Study” on page 76 as required.

7. We note your disclosure that you have received FDA guidance on RP -G28’s clinical and
regulatory pathway.  Please expand you r disclosure to provide a brief description of the
FDA’s guidance  on RP -G28.

Substantial Patent Portfolio and Product Exclusivity, page 3

8. Please revise your disclos ure in this section to identify the prominent oligosaccharide
manufacturer in Europe with whom you have secured an exclusive supply agreement
which provides for under certain circumstances the transfer of the manufacturer’s patent
applications for the proc ess to produce ultra high purity oligosaccharide active
pharmaceutical ingredients, including RP -G28.

Risk Factors
Risks Related to Our Financial Position and Need for Additional Capital
We will require substantial additional funding, which may not be available…, page 11

9. Please expand your risk factor disclosure to quantify the amount of your cash and cash
equivalents.

Risks Relating to Regulatory Review and Approval of Our Product Candidates
We cannot be certain that RP -G28 will receive regulatory ap proval, and…, page 13

10. Please expand your disclosure in the third paragraph of this risk factor to describe the
purpose of the “ICH -compliant GLP embryo -fetal developmental toxicology studies” and
the “ICH standard battery of genotoxicity tests (GLP) using  RP-G28.

Michael D. Step
Ritter Pharmaceuticals, Inc.
February 25,  2015
Page 3

 Risks Related to Our Business and Strategy
We may not be able to manage our business effectively if we are unable to…, page 25

11. Please identify your other key employees and consultants to whom you refer in the
second paragraph of this risk factor.

We face potential product liability exposure, and if successful claims are…, page 27

12. Please explain what you mean when you state that you expect to obtain “limited” product
liability insurance coverage by quantifying the amount of coverage you pl an on obtaining
and whether the amount of your coverage is typical for a company in your industry.
Please also provide this information when you discuss any other types of insurance you
carry.

Use of Proceeds, page 42

13. Please revise your first bullet po int in this section to indicate whether the allocated
proceeds will allow you to fund your Phase 2b and Phase 3 trials to completion.  If not,
please indicate how far in the development process the allocated proceeds will allow you
to reach.

Management’s Discussion and Analysis of Fina ncial Condition and Results of Operations
Critical Accounting Policies and Estimates
Stock -Based Compensation, page 53

14. We may have additional comments on your accounting for equity issuances including
stock compensation and beneficial conversion features .  Once you have an estimated
offering price, please provide us an analysis explaining the reasons for the differences
between recent valuations of your common stock leading up to the IPO and the estimated
offering price.

Business, page 67

15. We note your discussion on page 61 regarding your R&D agreement with KPT and
KPM.  Please include disclosure under the appropriate subheading of your Business
section describing the material terms of the R&D agreement, including the nature and
scope of the agreement, t he parties’ rights and obligations, duration of the agreement,
termination provisions, aggregate payments to be received by you under the agreement
and royalties you are obligated to pay under the agreement.

16. We note your disclosure on page 75 under the heading “Substantial Patent Portfolio and
Product Exclusivity” where you state that you secured an exclusive supply agreement for
GMP produced product from a prominent oligosaccharide manufacturer in Europe, which
provides for, under certain conditions, th e transfer of the manufacturer’s patent

Michael D. Step
Ritter Pharmaceuticals, Inc.
February 25,  2015
Page 4

 applications for the process to product ultra high purity oligosaccharide active
pharmaceutical ingredients, including RP -G28.  Please expand your disclosure under the
appropriate subheading of your Business section to identify the manufacturer and to
describe the material terms of the supply agreement, including the parties’ rights and
obligations, the duration of the agreement, termination provisions and any payment
provisions.  Also, please describe under what cond itions the manufacturer will transfer its
patent applications to you.

Our Lead Product Candidate – RP-G28
Galacto -oligosaccharides (GOS), page 70

17. We note your statements that RP -G28 is manufactured to ultra -high purity specifications
and that in compar ison, commercially available GOS are typically 50 -60% GOS.  Please
expand your disclosure to provide the specifications of RP -G28.

Clinical and Regulatory
Phase 2a Study, page 76

18. We note your statement, “Principal component analyses showed statistically significant
shifts in the microbiome of subjects treated with RP -G28” in the fourth paragraph of this
section.  Please expand your disclosure to provide the results, including p -values, of the
component analysis showing statistically significant shifts in the microbiome of subjects
treated with RP -G28.

Competition, page 78

19. We note that you believe that RP -G28 is one of the few drug candidates in advanced
clinical trials for treating lactose intolerance.  Please expand your disclosure to identify
the other  drug candidates that are under development with which you may compete and
the companies that are developing these product candidates.  In this regard, we note that
you currently provide such information in the risk factor entitled, “We face competition
from other biotechnology and pharmaceutical companies and our operating results will
suffer if we fail to compete effectively.”

Intellectual Property
Patents and Proprietary Rights Covering Our Drug Candidates, page 79

20. We note that your intellectual proper ty portfolio related to RP -G28 contains four issued
patents and at least 15 other related pending patent applications in the United States and
worldwide of both in -licensed and Ritter Pharmaceutical -owned inventions.  Please
revise your disclosure in this section to provide the following information:

Michael D. Step
Ritter Pharmaceuticals, Inc.
February 25,  2015
Page 5

  a description of your fourth issued patent, including the type of patent protection
such as use or process, the expiration date of the patent and the jurisdiction where
it is issued;
 with regard to your patent applications, please describe the type of patent
protection you are seeking such as composition of matter, use or process, the
expected expiration date of the issued patent if the patent application is granted,
and the jurisdicti ons where the patent application is pending; and
 with regard to your patents and patent applications, which ones are owned and
which ones are licensed from third parties and the name of the third party if the
patent or patent application is licensed from a third party.

Statements of Operations,  F-4

21. Please revise to include “Compensation and benefits” either in or as a separate line within
another operating cost and expense line item(s).

Notes to Financial Statements
Note 7 Stockholders’ Deficit and Pre ferred Stock Subject to Redemption, F -15

22. Please revise to explain why conversion of all preferred stock as shown in your pro forma
presentation on pages 9 and 44 is factually supportable.

Other Comments

23. We note that there are a number of additional exhi bits that still need to be filed.  Please
provide these exhibits as promptly as possible.  Please note that we may have comments
on these materials once they are provided.

24. Please confirm that the graphics included in your registration statement are the on ly
graphics you will use in your prospectus.  If those are not the only graphics, please
provide any additional graphics prior to their use for our review.

25. Please supplementally provide us with copies of all written communications, as defined
in Rule 405  under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Michael D. Step
Ritter Pharmaceuticals, Inc.
February 25,  2015
Page 6

 You may contact Rolf Sundwall a t (202) 551 -3105 or Joel Parker at (202) 551 - 3679 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202) 551 -
3715 with any oth er questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Yvan -Claude Pierre, Esq.
Reed Smith LLP