SecProbe.io

CORRESP
 1
 filename1.htm

 May
8, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Christine
 Torney
 Daniel
 Gordon
 Tyler
 Howes
 Joe
 McCann

 Re:
 Pulmatrix,
 Inc.

 Registration
 Statement on Form S-4, as amended

 Filed
 on February 14, 2025, as amended on April 17, 2025, and May 7, 2025

 File
 No. 333-284993

 Ladies
and Gentlemen:

 This
letter is submitted on behalf of Pulmatrix, Inc. (the " Company ") in response to an oral comment from the staff (the
" Staff ") of the Securities and Exchange Commission (the " Commission ") received by telephone on
May 8, 2025, relating to the above referenced Registration Statement on Form S-4 filed with the Commission on February 14, 2025, as amended
on April 17, 2025, and May 7, 2025 (as amended, the " Registration Statement ") and the request that the Company confirms
in writing that the Company will notify the Commission promptly of any changes to its disclosure regarding, or requested by, the CSRC.
Terms that are not otherwise defined have the meanings ascribed to them in the Registration Statement.

 The
Company respectfully acknowledges the Staff's oral comment and advises the Staff that the Company intends to notify the Staff of
any changes to its disclosure in the Registration Statement regarding, or requested by, the CSRC after the date hereof and prior to the
closing of the merger. Further, upon receipt of the requisite CSRC approval required to consummate the merger, the Company will notify
its stockholders by filing a Current Report on Form 8-K.

 Should
the Staff have any questions concerning the enclosed matters, please contact the undersigned at 212-659-4974.

 Very
 truly yours,

 /s/
 Rick A. Werner

 Rick
 A. Werner, Esq.

 cc:
 Peter
 Ludlum, Pulmatrix, Inc.
 Alla
 Digilova, Esq., Haynes and Boone, LLP
 Ryan
 Murr, Esq., Gibson, Dunn & Crutcher LLP
 Branden
 Berns, Esq., Gibson, Dunn & Crutcher LLP
 Melanie
 Neary, Esq., Gibson, Dunn & Crutcher LLP

CORRESP
 1
 filename1.htm

 Pulmatrix,
Inc.

 945
Concord Street, Suite 1217

 Framingham,
MA 01701

 May
7, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 Securities
and Exchange Commission

 Washington,
D.C. 20549

 Attention:
Tyler Howes

 Re:
 Pulmatrix,
 Inc.

 Registration
 Statement on Form S-4, as amended
 Filed
 on February 14, 2025, as amended on April 17, 2025, and May 7, 2025
 File
 No. 333-284993 (as amended, the " Registration Statement ")
 Request
 for Acceleration

 Dear
Mr. Howes,

 Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the " Commission ") under
the Securities Act of 1933, as amended, Pulmatrix, Inc. (the " Company ") hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 4:30 p.m., Eastern Time, on May 9, 2025, or as
soon thereafter as practicable. The Company hereby authorizes each of Rick A. Werner and Alla Digilova of Haynes and Boone, LLP, counsel
to the Company, to make such request on its behalf.

 Once
the Registration Statement is effective, please orally confirm the event with the Company's counsel, Haynes and Boone, LLP by calling
Rick A. Werner at (212) 659-4974. The Company also respectfully requests that a copy of the written order from the Commission verifying
the effective time and date of the Registration Statement be sent to the Company's counsel, Haynes and Boone, LLP, Attention: Rick
A. Werner, by email to rick.werner@haynesboone.com.

 Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

 Very
 truly yours,

 PULMATRIX,
 INC.

 By:

 /s/
 Peter Ludlum

 Peter
 Ludlum

 Interim
 Chief Executive Officer

 cc:
 Rick
 A. Werner, Esq., Haynes and Boone, LLP
 Alla
 Digilova, Esq., Haynes and Boone, LLP
 Ryan
 A. Murr, Gibson, Dunn & Crutcher LLP
 Branden
 C. Berns, Gibson, Dunn & Crutcher LLP
 Melanie
 E. Neary, Gibson, Dunn & Crutcher LLP

CORRESP
 1
 filename1.htm

 April
17, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Christine
 Torney
 Daniel
 Gordon
 Tyler
 Howes
 Joe
 McCann

 Re:
 Pulmatrix,
 Inc.

 Registration
 Statement on Form S-4

 Filed
 on February 14, 2025

 File
 No. 333-284993

 Ladies
and Gentlemen:

 This
letter is submitted on behalf of Pulmatrix, Inc. (the " Company ") in response to comments from the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") contained in the letter dated March 14, 2025 (the " Comment
Letter ") regarding the Company's Registration Statement on Form S-4 filed with the Commission on February 14, 2025 (the
" Registration Statement "). In connection with this response to the Comment Letter, the Company is contemporaneously
filing via EDGAR Amendment No. 1 to the Registration Statement (" Amendment No. 1 "), which has been amended in response
to the Staff's comments in the Comment Letter.

 The
following are the Company's responses to the Comment Letter. For your convenience, the Staff's comments contained in the
Comment Letter have been restated below in their entirety in italic type, with the Company's corresponding responses set forth
immediately under such comments, including, where applicable, a cross-reference to the location of changes made in Amendment No. 1 in
response to the Staff's comments. All page references in the responses set forth below refer to page numbers in Amendment No. 1
as filed conterminously here with. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment
No. 1.

 Registration
Statement on Form S-4 filed February 14, 2025

 Cover
Page

 1. Please
 disclose prominently on the prospectus cover page that Cullgen is a Delaware company with
 significant operations conducted in China through the company's Shanghai subsidiary.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to disclose that
Cullgen is a Delaware company with significant operations conducted in China through Cullgen Shanghai. Please see the cover page and
page 14 of Amendment No. 1.

 2. Provide
 prominent disclosure about the legal and operational risks associated with being based in
 or having the majority of the combined company's operations in China. Your disclosure
 should make clear whether these risks could result in a material change in your operations
 and/or the value of the securities you are registering for sale or could significantly limit
 or completely hinder your ability to offer or continue to offer securities to investors and
 cause the value of such securities to significantly decline or be worthless. Your disclosure
 should address how recent statements and regulatory actions by China's government,
 such as those related to data security or anti-monopoly concerns, have or may impact the
 company's ability to conduct its business, accept foreign investments, or list on a
 U.S. or other foreign exchange. Please disclose whether Ernst & Young Hua Ming LLP is
 subject to the determinations announced by the PCAOB on December 16, 2021 and whether and
 how the Holding Foreign Companies Accountable Act and related regulations will affect your
 company. Your Q&A and/or prospectus summary should address, but not necessarily be limited
 to, the risks highlighted on the prospectus cover page.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to include legal
and operational risks associated with having a majority of the Combined Company's operations in China. Please see the cover page
and pages 14-16 and 84 of Amendment No. 1.

 3. Provide
 a description of how cash will be transferred through the combined company's organization
 and disclose your intentions to distribute earnings. State whether any transfers, dividends,
 or distributions have been made to date between Cullgen and its subsidiary, or to investors,
 and quantify the amounts where applicable. Provide cross references to the condensed consolidating
 schedule and the consolidated financial statements.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to provide a description
of how cash will be transferred through the Combined Company's organization and its expectations regarding the distribution of
earnings. Please see the cover page and pages 15 and 269-270 of Amendment No. 1.

 Questions
and Answers about the Merger, page 1

 4. Please
 revise the Q&A to explain whether Pulmatrix's board would be authorized to implement
 a reverse stock split and/or an increase to authorized common shares if Proposals 2 and 3
 were to pass but Proposal 1 were not to receive stockholder approval.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to explain whether
Pulmatrix's board would be authorized to implement a reverse stock split and/or an increase to authorized common shares if Proposals
2 and 3 were to pass but Proposal 1 were not to receive stockholder approval. Please see pages 4, 186 and 189 of Amendment
No. 1.

 5. We
 note the disclosure on pages 107 and 319 indicating that Cullgen currently is a subsidiary
 of GNI Japan. Please add a Q&A to discuss the past, current and future relationship between
 Cullgen and GNI. For instance, tell us and disclose, as applicable, whether GNI founded Cullgen.
 Discuss whether GNI and Cullgen's current parent/subsidiary relationship is planned
 to change as a result of the reverse merger transaction. In light of GNI's significant
 equity interest in Cullgen and the overlap in their management teams, please discuss whether
 GNI will control Cullgen's operations. Discuss any material contracts between the parties
 that will survive the merger, including any arrangements involving funding, tax allocation,
 technology transfer or provision of services, as applicable.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has added the requested Q&A to discuss
the past, current and future relationship between Cullgen, GNI Japan and the Combined Company. Please see page 7 of Amendment
No. 1.

 6. Please
 add a Q&A that discusses Pulmatrix's current plans to sell its historical assets
 and operations. Discuss risks to Pulmatrix shareholders stemming from uncertainties surrounding
 these potential sales, including without limitation the potential impact on whether a special
 dividend is paid and the amount of any such dividend.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has added a Q&A that discusses Pulmatrix's
current plans to sell its historical assets and operations. Such Q&A discusses risks to Pulmatrix shareholders stemming from uncertainties
surrounding these potential sales, including without limitation the potential impact on whether a special dividend is paid and the amount
of any such dividend. Please see page 3 of Amendment No. 1.

 Q:
What will Pulmatrix securityholders receive in the Merger?, page 2

 7. We
 note your disclosure here and elsewhere indicating that the Pulmatrix board of directors
 may declare a pre-closing Special Cash Dividend. Please explain whether Pulmatrix shareholders
 will know prior to commencement of voting whether the Pulmatrix board is committed to issuing
 a dividend within the parameters negotiated by the Merger parties.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to indicate that
the Pulmatrix stockholders will not know prior to commencement of voting whether the Pulmatrix board is committed to issuing a dividend
within the paraments negotiated by the Merger parties. Please see pages 2 and 155 of Amendment No. 1.

 Prospectus
Summary

 The
Companies, page 12

 8. We
 note your statement claiming that Cullgen's product candidates have distinct advantages
 including "improved efficacy" over other therapeutic modalities. Given that Cullgen
 is early in its development efforts, please revise this statement, and any others like it,
 to avoid the implication that Cullgen's product candidates are or will be deemed effective,
 as such conclusions are within the sole authority of FDA and comparable foreign regulators.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to remove claims
that Cullgen's product candidates have "improved efficacy" over other therapeutic modalities. Please see pages 13,
220 and 281 of Amendment No. 1.

 9. Please
 provide a diagram of Cullgen's corporate structure, identifying the person or entity
 that owns the equity in each depicted entity.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has provided a diagram of Cullgen's corporate
structure. Please see page 25 of Amendment No. 1.

 10. Disclose
 each permission or approval that Cullgen and its subsidiaries are required to obtain from
 Chinese authorities to operate their business and to offer the securities being registered
 to foreign investors. State whether Cullgen is covered by permissions requirements from the
 China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or
 any other governmental agency and state affirmatively whether they have received all requisite
 permissions or approvals and whether any permissions or approvals have been denied. Please
 also describe the consequences to investors if they: (i) do not receive or maintain such
 permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
 are not required, or (iii) applicable laws, regulations, or interpretations change and you
 are required to obtain such permissions or approvals in the future.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to disclose each
permission or approval that Cullgen and Cullgen Shanghai are required to obtain from Chinese authorities to operate their business and
to offer the securities being registered to foreign investors. Please see pages 21-22 of Amendment No. 1.

 11. Provide
 a clear description of how cash will be transferred through the organization. Disclose your
 intentions to distribute earnings. Quantify any cash flows and transfers of other assets
 by type that have occurred between Cullgen and its subsidiaries, and direction of transfer.
 Quantify any dividends or distributions that a subsidiary has made to the holding company
 and which entity made such transfer, and their tax consequences. Similarly quantify dividends
 or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure
 should make clear if no transfers, dividends, or distributions have been made to date. Describe
 any restrictions on foreign exchange and your ability to transfer cash between entities,
 across borders, and to U.S. investors. Describe any restrictions and limitations on your
 ability to distribute earnings from the company, including your subsidiaries, to the parent
 company and U.S. investors.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to provide a description
of how cash will be transferred through the Combined Company's organization and its expectations regarding the distribution of
earnings. Please see the cover page and pages 15 and 269-270 of Amendment No. 1.

 12. Disclose
 that trading in your securities may be prohibited under the Holding Foreign Companies Accountable
 Act if the PCAOB determines that it cannot inspect or investigate completely your auditor,
 and that as a result an exchange may determine to delist your securities. Disclose here whether
 your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to disclose that
the Combined Company securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or investigate completely the Combined Company's auditor. Please see the cover page and pages 15-16 of Amendment No. 1.

 The
Merger

 Background
of the Merger, page 101

 13. Please
 revise here to disclose the final valuation attributed to Cullgen in the merger agreement.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the " The Merger-Background
of the Merger " section to disclose the final valuation attributed to Cullgen in the merger agreement. Please see pages 113-114
of Amendment No. 1.

 14. Please
 revise to provide a more fulsome discussion related to the changes in the valuation of Pulmatrix.
 For example, we note that disclosure here indicates that Pulmatrix was initially valued at
 $10 million by the parties on October 25, 2024, but disclosure on page 121 indicates that
 the final merger agreement values Pulmatrix at $8 million. Please disclose the parties'
 reasoning for such changes.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the " The Merger-Background
of the Merger " section to provide a more fulsome discussion related to the changes in the valuation of Pulmatrix and the parties'
reasoning for such changes. Please see pages 113-114 and 132 of Amendment No. 1.

 15. Please
 revise to clarify whether Party C made an offer in the August 2024 to October 2024 timeframe
 and when negotiations with Party C terminated.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the " The Merger-Background
of the Merger " section to clarify whether Party C made an offer in the August 2024 to October 2024 timeframe and when negotiations
with Party C terminated. Please see pages 112-113 of Amendment No. 1.

 16. We
 note that Pulmatrix's board considered liquidation scenarios at multiple points during
 2024. Please revise to disclose each of the relevant liquidation values assessed. Similarly
 revise the disclosure on page 106 to identify the liquidation value that Pulmatrix's
 board considered when rendering its decision at the November 11, 2024 meeting.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the " The Merger-Background
of the Merger " section to disclose each of the relevant liquidation values assessed and has also revised the disclosure to
identify the liquidation value that the Pulmatrix board of directors considered when rendering its decision at the November 11, 2024
meeting. Please see pages 111-112 and 115 of Amendment No. 1.

 Pulmatrix's
Reasons for the Merger, page 106

 17. Please
 revise the disclosure on page 107 to identify the large pharmaceutical partner and the applicable
 research and development efforts.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure in the " The
Merger-Pulmatrix's Reasons for the Merger " section to identify the large pharmaceutical partner and the applicable
research and development efforts. Please see page 115 of Amendment No. 1.

 Cullgen's
Business, page 211

 18. With
 reference to the unaudited pro forma financials, please revise to disclose how the combined
 company plans to allocate funding across the five clinical and preclinical programs identified
 in the pipeline table on page 215.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised its disclosure to disclose how
the Combined Company plans to allocate funding across its clinical and preclinical

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Peter Ludlum
Interim Chief Executive Officer
Pulmatrix, Inc.
945 Concord Street, Suite 1217
Framingham, MA 01701

 Re: Pulmatrix, Inc.
 Registration Statement on Form S-4
 Filed February 14, 2025
 File No. 333-284993
Dear Peter Ludlum:

 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 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.

Registration Statement on Form S-4
Cover Page

1. Please disclose prominently on the prospectus cover page that Cullgen is
a Delaware
 company with significant operations conducted in China through the
company's
 Shanghai subsidiary.
2. Provide prominent disclosure about the legal and operational risks
associated with
 being based in or having the majority of the combined company's
operations in China.
 Your disclosure should make clear whether these risks could result in a
material
 change in your operations and/or the value of the securities you are
registering for sale
 or could significantly limit or completely hinder your ability to offer
or continue to
 offer securities to investors and cause the value of such securities to
significantly
 decline or be worthless. Your disclosure should address how recent
statements and
 regulatory actions by China s government, such as those related to
data security or
 anti-monopoly concerns, have or may impact the company s ability to
conduct its
 March 14, 2025
Page 2

 business, accept foreign investments, or list on a U.S. or other foreign
exchange.
 Please disclose whether Ernst & Young Hua Ming LLP is subject to the
 determinations announced by the PCAOB on December 16, 2021 and whether
and
 how the Holding Foreign Companies Accountable Act and related
regulations will
 affect your company. Your Q&A and/or prospectus summary should address,
but not
 necessarily be limited to, the risks highlighted on the prospectus cover
page.
3. Provide a description of how cash will be transferred through the
combined company's
 organization and disclose your intentions to distribute earnings. State
whether any
 transfers, dividends, or distributions have been made to date between
Cullgen and its
 subsidiary, or to investors, and quantify the amounts where applicable.
Provide cross-
 references to the condensed consolidating schedule and the consolidated
financial
 statements.
Questions and Answers about the Merger, page 1

4. Please revise the Q&A to explain whether Pulmatrix's board would be
authorized to
 implement a reverse stock split and/or an increase to authorized common
shares if
 Proposals 2 and 3 were to pass but Proposal 1 were not to receive
stockholder
 approval.
5. We note the disclosure on pages 107 and 319 indicating that Cullgen
currently is a
 subsidiary of GNI Japan. Please add a Q&A to discuss the past, current
and future
 relationship between Cullgen and GNI. For instance, tell us and
disclose, as
 applicable, whether GNI founded Cullgen. Discuss whether GNI and
Cullgen's current
 parent/subsidiary relationship is planned to change as a result of the
reverse merger
 transaction. In light of GNI's significant equity interest in Cullgen
and the overlap in
 their management teams, please discuss whether GNI will control
Cullgen's
 operations. Discuss any material contracts between the parties that will
survive the
 merger, including any arrangements involving funding, tax allocation,
technology
 transfer or provision of services, as applicable.
6. Please add a Q&A that discusses Pulmatrix's current plans to sell its
historical assets
 and operations. Discuss risks to Pulmatrix shareholders stemming from
uncertainties
 surrounding these potential sales, including without limitation the
potential impact on
 whether a special dividend is paid and the amount of any such dividend.
Q: What will Pulmatrix securityholders receive in the Merger?, page 2

7. We note your disclosure here and elsewhere indicating that the Pulmatrix
board of
 directors may declare a pre-closing Special Cash Dividend. Please
explain whether
 Pulmatrix shareholders will know prior to commencement of voting whether
 the Pulmatrix board is committed to issuing a dividend within the
parameters
 negotiated by the Merger parties.
Prospectus Summary
The Companies, page 12

8. We note your statement claiming that Cullgen's product candidates have
distinct
 advantages including "improved efficacy" over other therapeutic
modalities. Given
 that Cullgen is early in its development efforts, please revise this
statement, and any
 March 14, 2025
Page 3

 others like it, to avoid the implication that Cullgen's product
candidates are or will
 be deemed effective, as such conclusions are within the sole authority of
FDA and
 comparable foreign regulators.
9. Please provide a diagram of Cullgen s corporate structure, identifying
the person or
 entity that owns the equity in each depicted entity.
10. Disclose each permission or approval that Cullgen and its subsidiaries
are required to
 obtain from Chinese authorities to operate their business and to offer
the securities
 being registered to foreign investors. State whether Cullgen is covered
by permissions
 requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace
 Administration of China (CAC) or any other governmental agency and state
 affirmatively whether they have received all requisite permissions or
approvals and
 whether any permissions or approvals have been denied. Please also
describe the
 consequences to investors if they: (i) do not receive or maintain such
permissions or
 approvals, (ii) inadvertently conclude that such permissions or approvals
are not
 required, or (iii) applicable laws, regulations, or interpretations
change and you are
 required to obtain such permissions or approvals in the future.
11. Provide a clear description of how cash will be transferred through the
organization.
 Disclose your intentions to distribute earnings. Quantify any cash flows
and transfers
 of other assets by type that have occurred between Cullgen and its
subsidiaries, and
 direction of transfer. Quantify any dividends or distributions that a
subsidiary
 has made to the holding company and which entity made such transfer, and
their tax
 consequences. Similarly quantify dividends or distributions made to U.S.
investors,
 the source, and their tax consequences. Your disclosure should make clear
if no
 transfers, dividends, or distributions have been made to date. Describe
any restrictions
 on foreign exchange and your ability to transfer cash between entities,
across borders,
 and to U.S. investors. Describe any restrictions and limitations on your
ability to
 distribute earnings from the company, including your subsidiaries, to the
parent
 company and U.S. investors.
12. Disclose that trading in your securities may be prohibited under the
Holding Foreign
 Companies Accountable Act if the PCAOB determines that it cannot inspect
or
 investigate completely your auditor, and that as a result an exchange may
determine to
 delist your securities. Disclose here whether your auditor is subject to
the
 determinations announced by the PCAOB on December 16, 2021.
The Merger
Background of the Merger, page 101

13. Please revise here to disclose the final valuation attributed to Cullgen
in the merger
 agreement.
14. Please revise to provide a more fulsome discussion related to the changes
in the
 valuation of Pulmatrix. For example, we note that disclosure here
indicates that
 Pulmatrix was initially valued at $10 million by the parties on October
25, 2024, but
 disclosure on page 121 indicates that the final merger agreement values
Pulmatrix at
 $8 million. Please disclose the parties' reasoning for such changes.
15. Please revise to clarify whether Party C made an offer in the August 2024
to October
 March 14, 2025
Page 4

 2024 timeframe and when negotiations with Party C terminated.
16. We note that Pulmatrix's board considered liquidation scenarios at
multiple points
 during 2024. Please revise to disclose each of the relevant liquidation
values assessed.
 Similarly revise the disclosure on page 106 to identify the liquidation
value
 that Pulmatrix's board considered when rendering its decision at the
November 11,
 2024 meeting.
Pulmatrix's Reasons for the Merger, page 106

17. Please revise the disclosure on page 107 to identify the large
pharmaceutical partner
 and the applicable research and development efforts.
Cullgen's Business, page 211

18. With reference to the unaudited pro forma financials, please revise to
disclose how the
 combined company plans to allocate funding across the five clinical and
preclinical
 programs identified in the pipeline table on page 215.
Cullgen's Strengths, page 212

19. We note your statements claiming CG001419 is being developed as a
"potential first-
 in-class" treatment for both pain management and certain cancers. Please
revise these
 statements as they appear to be speculative given the current
development status of
 these product candidates and the noted length and uncertainty of the
drug
 approval processes.
Cullgen's Strategy, page 213

20. Please revise your disclosures on page 213 to explain the terms
"clinically validated"
 and "clinically relevant."
Clinical and Preclinical Pipeline, page 215

21. Please revise your pipeline table to include a column for Phase 3 to
clearly represent
 all development stages that must be completed prior to submission of
your product
 candidates for regulatory approval.
22. We note the inclusion of two "undisclosed" preclinical programs in your
pipeline
 table. Please tell us what aspects of the programs are undisclosed.
Please note that we
 may have additional comment regarding inclusion of these candidates in
your pipeline
 table.
Phase 1/2 clinical trial, page 220

23. Please revise to identify the treatment emergent adverse event that led
to drug
 discontinuation.
Phase 1 clinical trial, page 230

24. Please revise to briefly discuss the material aspects of Cullgen's
planned Phase 1 trial
 of CG009301 in patients with refractory hematologic malignancies
including the
 expected number of patients you will enroll, the location of the trial
and planned
 clinical endpoints.
 March 14, 2025
Page 5

Patents, page 235

25. We note your disclosure regarding the patent and patent applications
that Cullgen or
 its affiliates own. Please revise to identify these affiliates to
clarify if you are referring
 to Cullgen Shanghai, GNI Japan or other entities.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
3. Adjustments to the Unaudited Pro Forma Condensed Combined Statement of
Operations
for the Nine Months Ended September 30, 2024
and for the Year Ended December 31, 2023, page 299

26. Please explain why the estimated transaction costs of $7.9 million, as
reflected in
 Adjustment B, which are not yet reflected in the historical financial
statements as of
 September 30, 2024, and are expected to be incurred by Cullgen in
connection with
 the merger, are not included as an adjustment in the December 31, 2023,
Unaudited
 Pro Forma Condensed Combined Statement of Operations.
 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 Christine Torney at 202-551-3652 or Daniel Gordon at
202-551-3486
if you have questions regarding comments on the financial statements and
related
matters. Please contact Tyler Howes at 202-551-3370 or Joe McCann at
202-551-6262 with
any other questions.

 Sincerely,

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

CORRESP
1
filename1.htm

Pulmatrix,
Inc.

36
Crosby Drive, Suite 100

Bedford,
MA 01730

May
28, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Washington,
D.C. 20549

Attention:
Jimmy McNamara

    Re:

    Pulmatrix,
    Inc.

    Registration
    Statement on Form S-3

    Filed
    on May 17, 2024

    File
    No. 333-279491 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, Pulmatrix, Inc. (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement so that it may become effective at 4:30 p.m., Eastern Time, on May 30, 2024,
or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    PULMATRIX,
    INC.

    By:

    /s/
    Teofilo Raad

    Teofilo
    Raad

    Chief
    Executive Officer and President

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
May 23, 2024
Teofilo Raad
Chief Executive Officer and President
Pulmatrix, Inc.
36 Crosby Drive, Suite 100
Bedford, MA 01730
Re:Pulmatrix, Inc.
Registration Statement on Form S-3
Filed May 17, 2024
File No. 333-279491
Dear Teofilo Raad:
            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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick Werner

CORRESP
1
filename1.htm

Pulmatrix,
Inc.

99
Hayden Avenue, Suite 390

Lexington,
MA 02421

June
7, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention:
Tom Kluck

Re: Pulmatrix,
                                         Inc.

                                         Registration Statement on Form S-3

Filed
on May 26, 2021

File
No. 333-256502 (the “Registration Statement”)

Request
for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Pulmatrix, Inc. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on
June 9, 2021, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    PULMATRIX, INC.

    By:
    /s/ Teofilo Raad

    Teofilo Raad

    Chief Executive Officer and President

cc:    Rick
A. Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
June 7, 2021
Teofilo Raad
Chief Executive Officer and President
Pulmatrix, Inc.
99 Hayden Avenue, Suite 390
Lexington, MA 02421
Re:Pulmatrix, Inc.
Registration Statement on Form S-3
Filed May 26, 2021
File No. 333-256502
Dear Mr. Raad:
            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 Tom Kluck at 202-551-3233 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick Werner

United States securities and exchange commission logo
August 11, 2020
Teofilo Raad
Chief Executive Officer
Pulmatrix, Inc.
99 Hayden Avenue, Suite 390
Lexington, Massachusetts 02421
Re:Pulmatrix, Inc.
Registration Statement on Form S-3
Filed August 7, 2020
File No. 333-242341
Dear Mr. Raad:
            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 Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Pulmatrix,
Inc.

99
Hayden Avenue, Suite 390

Lexington,
MA 02421

August
11, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Courtney Lindsay

    Re:

    Pulmatrix,
    Inc.

    Registration
    Statement on Form S-3

    Filed
    on August 7, 2020

    File
    No. 333-242341 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Pulmatrix, Inc. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on
August 13, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
        truly yours,

        PULMATRIX,
        INC.

    By:

    /s/
    Teofilo Raad

    Teofilo
        Raad

        Chief
        Executive Officer and President

    cc:
    Rick
    A. Werner, Esq., Haynes and Boone, LLP

    Matthew
    L. Fry, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

Pulmatrix,
Inc.

99
Hayden Avenue, Suite 390

Lexington,
MA 02421

July
1, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention:
Alan Campbell

    Re:

    Pulmatrix,
    Inc.

    Registration
    Statement on Form S-1

    Filed
    on June 25, 2020

    File
    No. 333-239431 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Pulmatrix, Inc. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on
July 2, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
        truly yours,

        PULMATRIX,
        INC.

    By:

    /s/
    Teofilo Raad

    Teofilo
    Raad

    Chief Executive Officer and President

    cc:
    Rick
    A. Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
June 30, 2020
Teofilo Raad
Chief Executive Officer and President
Pulmatrix, Inc.
99 Hayden Avenue, Suite 390
Lexington, MA 02421
Re:Pulmatrix, Inc.
Registration Statement on Form S-1
Filed June 25, 2020
File No. 333-239431
Dear Mr. Raad:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick A. Werner, Esq.

April 5, 2019
Robert W. Clarke
Chief Executive Officer
Pulmatrix, Inc.
99 Hayden Avenue, Suite 390
Lexington, MA 02421
Re:Pulmatrix, Inc.
Registration Statement on Form S-1
Filed April 1, 2019
File No. 333-230670
Dear Dr. Clarke:
            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 Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
filename1.htm

Acceleration Request

 Pulmatrix, Inc.

99 Hayden Avenue, Suite 390

Lexington, MA 02421

 April 8,
2019

 By EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street N.E.

 Washington, D.C. 20549

 Attention: Donald Field

RE:
 Pulmatrix, Inc.

 Registration Statement on Form S-1

 Filed April 1, 2019

 Request for Acceleration

 File No. 333-230670

 Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended, Pulmatrix, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-mentioned Registration Statement on Form S-1 (the
“Registration Statement”) to 5:00 p.m., Eastern Time on April 10, 2019, or as soon thereafter as practicable.

Should any member of the staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request,
please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

 Very truly yours,

Pulmatrix, Inc.

By:

/s/ Robert W. Clarke

 Robert W. Clarke, Ph.D.

 Chief Executive
Officer

cc:
 Rick A. Werner, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

Underwriter Acceleration Request

 April 2, 2019

VIA FACSIMILE AND EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

Washington, D.C. 20549

Re:
 PULMATRIX, INC.

 Registration Statement on Form S-1 (Registration No. 333-230395)

 Concurrence in Acceleration Request

Ladies and Gentlemen:

 H.C.
Wainwright & Co., LLC (“Wainwright”), as managing underwriter for the above-referenced offering, hereby concurs in the request by Pulmatrix, Inc. that the effective date of the above-referenced registration statement be
accelerated to 5:00 P.M. Eastern Time on Wednesday, April 3, 2019, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in
connection with this offering.

 Very truly yours,

H.C. WAINWRIGHT & CO., LLC

By:

/s/ Edward D. Silvera

 Name: Edward D. Silvera

 Title: Chief
Operating Officer

430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

CORRESP
1
filename1.htm

Acceleration Request

 Pulmatrix, Inc.

99 Hayden Avenue, Suite 390

Lexington, MA 02421

 April 2,
2019

 By EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street N.E.

 Washington, D.C. 20549

 Attention: Donald Field

RE:
 Pulmatrix, Inc.

 Registration Statement on Form S-1

 Filed March 19, 2019, as amended April 1, 2019

 Request for Acceleration

 File No. 333-230395

 Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended, Pulmatrix, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-mentioned Registration Statement on Form S-1 (the
“Registration Statement”) to 5:00 p.m., Eastern Time on April 3, 2019, or as soon thereafter as practicable.

 Should
any member of the staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

 Very truly yours,

Pulmatrix, Inc.

By:

/s/ Robert W. Clarke

 Robert W. Clarke, Ph.D.

 Chief Financial
Officer and President

cc:
 Rick A. Werner, Esq., Haynes and Boone, LLP

Michael Pritchard, Esq., Haynes and Boone, LLP

March 25, 2019
Robert W. Clarke
Chief Executive Officer
Pulmatrix, Inc.
99 Hayden Avenue, Suite 390
Lexington, MA 02421
Re:Pulmatrix, Inc.
Registration Statement on Form S-1
Filed March 19, 2019
File No. 333-230395
Dear Dr. Clarke:
            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 Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
filename1.htm

CORRESP

 Pulmatrix, Inc.

99 Hayden Avenue, Suite 390

Lexington, MA 02421

 March 14,
2019

 By EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street N.E.

 Washington, D.C. 20549

 Attention: Tonya K.
Aldave

RE:
 Pulmatrix, Inc.

 Registration Statement on Form S-3

 Filed March 12, 2019

 Request for Acceleration

 File No. 333-230225

 Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended, Pulmatrix, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-mentioned Registration Statement on Form S-3 (the
“Registration Statement”) to 12:00 p.m., Eastern Time on March 15, 2019, or as soon thereafter as practicable.

Should any member of the staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request,
please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

Very truly yours,

Pulmatrix, Inc.

By:

 /s/ Robert W. Clarke

Robert W. Clarke, Ph.D.
Chief Financial Officer and President

 cc: Rick A. Werner, Esq., Haynes and Boone, LLP

     Jayun Koo, Esq., Haynes and Boone, LLP

March 14, 2019
Robert Clarke
Chief Executive Officer
Pulmatrix, Inc.
99 Hayden Avenue, Suite 390
Lexington, MA 02421
Re:Pulmatrix, Inc.
Registration Statement on Form S-3
Filed March 12, 2019
File No. 333-230225
Dear Mr. Clarke:
            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 Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Rick Werner, Esq.

CORRESP
1
filename1.htm

CORRESP

 OPPENHEIMER & CO. INC.

 85 Broad Street

 New York,
New York 10004

 March 28, 2018

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Pulmatrix, Inc.

 Registration Statement, as amended on Form S-1 (File No.
333-223630)

 Ladies and Gentlemen:

 In
accordance with the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), the
undersigned, as the representative of the several underwriters (the “Representative”), hereby joins in the request of Pulmatrix, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be
declared effective at 4:00 p.m., Eastern Time, on Wednesday, March 28, 2018, 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 or dealer, 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, as the
representative of the several underwriters, represents that the several underwriters have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

OPPENHEIMER & CO. INC.

As representative of the

 several Underwriters

 OPPENHEIMER & CO. INC.

By: /s/ Douglas
Cameron

Name: Douglas Cameron

Title: Head of Equity Capital Markets

CORRESP
1
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CORRESP

 Pulmatrix, Inc.

99 Hayden Avenue, Suite 390

Lexington, MA 02421

March 28, 2018

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Jeffrey Gabor

Re:
Pulmatrix, Inc.

Registration Statement on Form S-1

File No. 333-223630

Request for Acceleration

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Pulmatrix, Inc. (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-223630), as amended (the “Registration
Statement”), so that it may become effective at 4:00 p.m. Eastern time on Wednesday, March 28, 2018, or as soon thereafter as practicable; provided, that the Company respectfully requests that the Commission does not declare the
Registration Statement effective until it receives telephonic or e-mail confirmation from the Company or its outside legal counsel, Haynes and Boone, LLP, on such date.

Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact Rick Werner of
Haynes and Boone, LLP at 212-659-4974 or Matthew Fry of Haynes and Boone, LLP at
214-651-5443.

 Very truly yours,

PULMATRIX, INC.

By:

/s/ Robert W. Clarke, Ph.D.

 Name:

Title:

 Robert W. Clarke, Ph.D.

 Chief Executive
Officer and President

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

 Matthew L. Fry, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

Request to Withdraw

 Pulmatrix, Inc.

99 Hayden Avenue, Suite 390

Lexington, MA 02421

March 27, 2018

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Jeffrey Gabor

Re:
Pulmatrix, Inc.

Registration Statement on Form S-1

File No. 333-223630

 Ladies and Gentlemen:

We hereby withdraw until further notice the request for acceleration of effectiveness of our Registration Statement on Form S-1 (File No. 333-223630), as amended, as per our letter dated Monday, March 26, 2018.

Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact Rick Werner of
Haynes and Boone, LLP at 212-659-4974 or Matthew Fry of Haynes and Boone, LLP at
214-651-5443.

 Very truly yours,

PULMATRIX, INC.

By:

/s/ Robert W. Clarke, Ph.D.

 Name:

 Title:

 Robert W. Clarke, Ph.D.

 Chief Executive
Officer and President

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

Matthew L. Fry, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

UW Acceleration Request

 OPPENHEIMER & CO. INC.

85 Broad Street

 New York, New York
10004

 March 26, 2018

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
Pulmatrix, Inc.

Registration Statement, as amended on Form S-1 (File No. 333-223630)

Ladies and Gentlemen:

 In accordance with the above-referenced
Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as the representative of
the several underwriters (the “Representative”), hereby joins in the request of Pulmatrix, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 5:15 p.m.,
Eastern Time, on Tuesday, March 27, 2018, 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 or dealer, 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, as the representative of the several underwriters, represents that the
several underwriters have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 OPPENHEIMER & CO. INC.

As representative of the

 several
Underwriters

 OPPENHEIMER & CO.
INC.

By:

/s/ Douglas Cameron

 Name:

 Title:

 Douglas Cameron

 Head of Equity Capital
Markets

CORRESP
1
filename1.htm

CO Acceleration Request

 Pulmatrix, Inc.

99 Hayden Avenue, Suite 390

Lexington, MA 02421

March 26, 2018

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Jeffrey Gabor

Re:
Pulmatrix, Inc.

Registration Statement on Form S-1

File No. 333-223630

Request for Acceleration

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Pulmatrix, Inc. (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-223630), as amended (the “Registration
Statement”), so that it may become effective at 5:15 p.m. Eastern time on Tuesday, March 27, 2018, or as soon thereafter as practicable; provided, that the Company respectfully requests that the Commission does not declare the
Registration Statement effective until it receives telephonic or e-mail confirmation from the Company or its outside legal counsel, Haynes and Boone, LLP, on such date.

Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact Rick Werner of
Haynes and Boone, LLP at 212-659-4974 or Matthew Fry of Haynes and Boone, LLP at
214-651-5443.

 Very truly yours,

PULMATRIX, INC.

By:

/s/ Robert W. Clarke, Ph.D.

 Name:

 Title:

 Robert W. Clarke, Ph.D.

 Chief Executive
Officer and President

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

 Matthew L. Fry, Esq., Haynes and Boone, LLP

March 16, 2018
Robert W. Clarke
Chief Executive Officer and President
Pulmatrix, Inc.
99 Hayden Avenue, Suite 390
Lexington, MA 02421
Re:Pulmatrix, Inc.
Registration Statement on Form S-1
Filed March 13, 2018
File No. 333-223630
Dear Dr. Clarke:
            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 Jeffrey Gabor at 202-551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Rick Werner

Mail Stop 4546
October 2 1, 2016

Robert W. Clarke, Ph.D.
Chief Executive Officer and President
Pulmatrix, Inc.
99 Hayden Avenue, Suite 390
Lexington, MA 02421

Re:  Pulmatrix, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2015
Filed March 10, 2016
File No. 001 -36199

Dear Dr. Clarke :

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 of action by the staff.

Sincerely,

        p.p./s/ Michael Clampitt

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

CORRESP
1
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CORRESP

 October 11, 2016

VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

 Attention: Suzanne Hayes

Re:
Pulmatrix, Inc.

Form 10-K for Fiscal Year ended December 31, 2015

Filed March 10, 2016

File No. 001-36199

 Ladies and Gentlemen:

Reference is made to the letter dated September 28, 2016 (the “Comment Letter”) from the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Form 10-K for the fiscal year ended December 31, 2015 of Pulmatrix, Inc. (the
“Company”), as originally filed with the Commission on March 10, 2016 (the “Annual Report”). Please see the Company’s responses to the Comment Letter below. The Company’s responses are numbered to
correspond to the Staff’s comments as numbered in the Comment Letter. For your convenience, each of the Staff’s comments contained in the Comment Letter has been restated below in its entirety, with the Company’s corresponding
response set forth immediately under such comment.

 Form 10-K for the Fiscal Year ended December 31, 2015

Business, page 2

1.
We note that your License and Supply Agreement with Oculus requires you to make certain payments, including milestone payments and royalties. Please provide a description of the License and Supply Agreement to
disclose:

•

the aggregate amount of milestone payments made to date;

•

the aggregate amount of potential future milestone payments;

•

the aggregate amount of potential future royalty payments; and

•

the royalty rate within a range that does not exceed ten percent (e.g., teens, twenties, etc.),

Response:

 The Company
notes the Staff’s comment and respectfully submits that it did not provide disclosure of the details of certain payments, including milestone payments and royalties, required under the terms of the License and Supply Agreement because these
terms are no longer material to the Company’s business following the Merger (as hereinafter defined) and were superseded by the terms set forth in that certain side letter agreement with Oculus Innovative Sciences, Inc.
(“Oculus”), dated March 13, 2015 (the “Oculus Side Letter”).

 As described in more detail in the
Annual Report, on June 15, 2015, pursuant to the previously announced Agreement and Plan of Merger, dated March 13, 2015 (the “Merger Agreement”), by and among the Company (formerly known as Ruthigen, Inc.), Ruthigen
Merger Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Pulmatrix Operating Company, a Delaware corporation previously known as Pulmatrix Inc. (“Pulmatrix”), Merger Sub
was merged with and into Pulmatrix, with Pulmatrix continuing after the merger as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”). Prior to the Merger, Ruthigen was primarily engaged in the
development of pharmaceutical-grade hypochlorous acid based therapeutics designed to prevent and treat infections related to post-operative invasive procedures, including RUT58-60 (the “Former Product”), Ruthigen’s lead drug
candidate prior to the Merger (collectively, the “Former Business”). However, following the completion of the Merger, the Company shifted the focus of its business and resources to the development of products within the scope of
Pulmatrix’s pre-Merger business plan, which was principally based on the development of novel inhaled therapeutic products intended to prevent and treat respiratory diseases and infections, including products based on iSPERSE (inhaled Small
Particles Easily Respirable and Emitted), the Company’s proprietary dry powder delivery technology (collectively, the “New Business”).

 Prior to the Merger, the Former Product was developed in collaboration with Ruthigen’s
former parent, Oculus, under the License and Supply Agreement, which granted certain exclusive patent rights that were material to the Former Business. Concurrent with the execution of the Merger Agreement, Pulmatrix, Ruthigen and Oculus entered
into the Oculus Side Letter to clarify certain rights and obligations of each party following the closing date of the Merger with respect to certain agreements previously executed between Ruthigen and Oculus, including the License and Supply
Agreement. Pursuant to the terms of the Oculus Side Letter, Oculus agreed, from the effective date of the Merger, to (i) waive, until one year following the effective date of the Merger (i.e., June 15, 2016), the Company’s obligations
to use commercially reasonable efforts to develop and commercialize products licensed from Oculus under the outstanding License and Supply Agreement from claims and liabilities arising under the License and Supply Agreement, the separation agreement
and the shared services agreement, each between Oculus and the Company, in favor of the Company and (ii) permit the Company to run a sale process for the Former Business, including any products licensed from Oculus, and to assign or delegate
all of the Company’s surviving rights under the License and Supply Agreement, subject to certain consent rights of Oculus with respect to the identity of the proposed purchaser. Pursuant to the Oculus Side Letter, in the event of a sale of the
Former Business with a minimum aggregate purchase price of $1 million, Oculus has a right of first refusal to acquire the Former Business on exactly the same terms, and in the event that Oculus does not exercise its right of first refusal and the
aggregate purchase price exceeds $10 million, Oculus is entitled to receive 10% of the gross consideration from the sale of the Former Business. The Oculus Side Letter further provides that, if, at the end of the waiver period, no sale of the Former
Business has occurred, then Oculus’ sole and exclusive remedy will be to terminate the License and Supply Agreement and reclaim all rights to the licensed products.

As a result, during the waiver period following the closing of the Merger, the Company was under no obligation to achieve any milestone event
and no payments accrued or became due and payable to Oculus under the License and Supply Agreement. Furthermore, because the waiver period has expired, the Company confirms that no other future payments will accrue or become due and payable to
Oculus under the License and Supply Agreement as Oculus’ sole and exclusive remedy is to exercise its termination rights described above.

In reaching the conclusion that payment terms under the License and Supply Agreement are not presently material to the Company and its New
Business, the Company has applied the standard set forth in Basic Inc. v. Levinson, 485 U.S. 224 (1988), that a fact is material if there is “a substantial likelihood that [its] disclosure…would have been viewed by the reasonable
investor as having significantly altered the total mix of information made available.” Basic Inc. v. Levinson, 485 U.S. at 231-32 (quotation marks and citations omitted). Based on the foregoing factors, the Company believes that a
reasonable investor would not regard disclosure of any of the individual milestone payments or royalties payable under the terms of the License and Supply Agreement as significantly altering the total mix of information that is available concerning
the Company and its New Business because they are no longer material under the terms of the Oculus Side Letter. In fact, the Company believes that amending its Annual Report to provide any further description of the immaterial milestones and
milestone-based payments under the License and Supply Agreement would likely confuse or be misleading to investors because the Company does not intend to resume or pursue any further development or commercialization of products licensed from Oculus.
Accordingly, the Company respectfully submits that it does not believe that any further description of the terms of the License and Supply Agreement as requested by the Staff would be material to an investor and, therefore, need not be disclosed in
an amendment to its Annual Report.

 2

 Exhibits

2.
Please file your February 8, 2015 advisory agreement with Palladium Capital Advisors and your March 24, 2015 long-acting muscarinic agent collaboration agreement with Mylan N.V. as exhibits.

 Response:

The Company advises the Staff that it did not file its agreements with Palladium Capital Advisors (“Palladium”) and Mylan N.V.
(“Mylan”) as exhibits to the Annual Report because the Company determined that they were not material contracts that the Company would be required to file under Item 601(b)(10) of Regulation S-K for the reasons set forth below.

 Palladium Advisory Agreement

Item 601(b)(10)(i) requires that all contracts not made in the ordinary course of business which are material to the registrant and are to
be performed in whole or in part at or after the filing of the report be filed as an exhibit to such report. As disclosed in the Company’s public filings, prior to the completion of the Merger, the Company entered into the advisory agreement
with Palladium on February 8, 2015, pursuant to which Palladium agreed to (i) act the non-exclusive placement agent for the bridge loan financing in connection with the Merger that occurred on February 26, 2015 and (ii) serve as
the Company’s non-exclusive advisor in connection with the Merger. As consideration for Palladium’s services under the engagement agreement, the Company paid Palladium commissions and a non-accountable expense reimbursement equal to 7% of
the gross proceeds received from the bridge loan financing, or approximately $315,000, and issued to Palladium 235,844 shares of the Company’s common stock. In addition, on June 16, 2015 and September 4, 2015, in connection with the
closing of the Merger and certain related transactions, the Company paid Palladium an aggregate of $1,102,608.91 in fees and commissions. Given the non-exclusive nature of the arrangement, the fact that there were no continuing obligations under the
agreement after the Merger and the insubstantial amount of consideration paid pursuant to the advisory agreement, the Company determined that the agreement with Palladium was not a material. Accordingly, because the agreement was not material to the
Company and all obligations thereunder had been performed in full prior to the filing of the Annual Report, the Company believes that it was not required to be filed as an exhibit under Item 601(b)(10)(i).

Mylan Collaboration Agreement

Item 601(b)(10)(ii) provides that if an agreement is such as ordinarily accompanies the kind of business conducted by the registrant, it
will be deemed to have been made in the ordinary course of business, and therefore not required to be filed, unless the agreement is one upon which the registrant’s business is “substantially dependent,” in which case it is required
to be filed “except where immaterial in amount or significance.” The Company assessed the materiality of its collaboration agreement with Mylan under this framework and determined, as further described below, that (i) the agreement
was made in the ordinary course of the Company’s business and (ii) the Company’s business is not substantially dependent on the agreement.

 3

 As noted in response to Comment 1, the Company’s New Business focuses on the development of
novel inhaled therapeutic products intended to prevent and treat respiratory diseases and infections, including cystic fibrosis, idiopathic pulmonary fibrosis and chronic obstructive pulmonary disease (“COPD”). Specifically, the
Company designs and develops products based on its proprietary dry powder delivery technology iSPERSE. The Company’s proprietary product pipeline includes PUR1900, an inhaled anti-fungal for patients with cystic fibrosis as well as PUR1500, an
inhaled product for the treatment of idiopathic pulmonary fibrosis. The Company is also pursuing opportunities to advance the clinical development of its lead COPD product candidate, PUR0200. Consistent with other clinical stage companies in the
biopharmaceutical industry, the Company enters into collaboration agreements in the ordinary course of its business to advance the clinical development of its iSPERSE-based therapeutic candidates.

Pursuant to the collaboration agreement with Mylan, the Company agreed to work with Mylan to develop a pharmacokinetic study plan and conduct
certain clinical trials related to PUR0200, which Mylan agreed to fund by reimbursing the Company up to approximately $1.9 million for its third-party out-of-pocket expenses incurred in connection with the agreed clinical studies. In addition, as
consideration for Mylan funding the studies, the Company granted Mylan an option to negotiate for the exclusive right to develop, manufacture, commercialize and market any resulting products outside the United States for one hundred eighty
(180) days following the date that the Company delivers a report detailing the outcome of the pharmacokinetic studies of PUR0200 to Mylan, in exchange for the Company’s receipt of gross profit share of up to twenty percent (20%) of
the gross profit of such pharmaceutical company’s sales of PUR0200 outside the United States. Although the collaboration agreement with Mylan has provided strategic value to the Company in helping to advance the clinical development of PUR0200,
the Company’s business is not substantially dependent on the agreement from an operational or financial perspective. PUR0200 is an early-stage COPD product candidate that the Company is pursuing in addition to its other proprietary products,
including its core focus on advancing the research and development of PUR1900. The agreement is also immaterial in amount and significance, as the Company has not derived any substantial revenue from its collaboration with Mylan and does not expect
to generate any substantial revenue from such agreement in the near future. Furthermore, because PUR0200 is in the early stages of clinical development, the Company believes that Mylan’s option to negotiate for exclusive rights with respect to
any resulting products addresses a remote contingency that is not expected to affect any of the Company’s near-term operations or obligations under the agreement. Based on the foregoing, the Company maintains that it was not required to file
the collaboration agreement as an exhibit under Item 601(b)(10)(ii).

3.
Please mark Exhibit 10.17 as having parts omitted pursuant to a Confidential Treatment Request.

Response:

 The Company
notes the Staff’s comment and confirms that it will include and mark Exhibit 10.17 as having parts omitted pursuant to a Confidential Treatment Request in its upcoming Quarterly Report on Form 10-Q.

 4

 At the request of the Staff, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions or comments concerning this response to Rick A. Werner, Esq., Haynes and Boone, LLP at (212) 659-4974 or at
Rick.Werner@haynesboone.com.

Very truly yours,

/s/ Robert W. Clarke, Ph.D.

 Robert W. Clarke, Ph.D.

 Chief Executive
Officer and President

cc:
Rick Werner, Esq.

 5

Mail Stop 4546
September 2 8, 2016

Robert W. Clarke, Ph.D.
Chief Executive Officer and President
Pulmatrix, Inc.
99 Hayden Avenue, Suite 390
Lexington, MA 02421

Re:  Pulmatrix, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2015
Filed March 10, 2016
File No. 001 -36199

Dear Dr. Clarke :

We have reviewed your filing 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 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 cir cumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Business, page 2

1. We note that your License and Supply Agreement wi th Oculus requires you to make
certain payments, including milestone payments an d royalties.  Please provide a
description of the License and Supply Agreement to disclose:
 the aggregate amount of milestone payments made to date;
 the aggregate amount of potential future milestone payments;
 the aggregate  amount of potential future royalty payments; and
 the royalty rate within a range that does not exceed ten percent (e.g. teens,
twenties, etc.).

Exhibits

2. Please file your February 8, 2015 advisory agreement with Palladium Capital Advisors
and your March 24, 2015 long -acting muscarinic agent collaboration agreement with
Mylan N.V. as exhibits.

Robert W. Clarke, Ph.D.
Pulmatrix, Inc.
September 2 8, 2016
Page 2

3. Please mark Exhibit 10.17 as having parts omitted pursuant to a Confidential Treatment
Request.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the compa ny 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 responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Michael Gershon at (202) 551 -6598 or Michael Clam pitt at (202) 551 -
3434 with any questions.

Sincerely,

        p.p./s/ Michael Clampitt

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

CORRESP
1
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CORRESP

 Pulmatrix, Inc.

99 Hayden Avenue | Suite 390

Lexington, MA 02421

 August 1, 2016

 VIA EDGAR AND FACSIMILE

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE

 Washington, D.C. 20549

 Attn: Ms. Suzanne
Hayes

Re:
Pulmatrix, Inc.

 Registration Statement on Form S-3, originally filed on July 15, 2016

 File No. 333-212546, as amended (the “Registration Statement”)

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Pulmatrix, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:30
p.m., Eastern Time, on August 3, 2016, or as soon thereafter as practicable.

 In connection with the Company’s request for
acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

•

should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

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

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact
our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

 Very truly yours,

 Pulmatrix, Inc.

 By:

 /s/ Robert W. Clarke, Ph.D.

Robert W. Clarke, Ph.D.

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 July 29, 2016

VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

 Attention: Suzanne Hayes

Re:
Pulmatrix, Inc.

Registration Statement on Form S-3

Filed July 15, 2016

File No. 333-212546

 Ladies and Gentlemen:

Reference is made to the letter dated July 25, 2016 (the “Comment Letter”) from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Registration Statement on Form S-3 filed by Pulmatrix, Inc. (the “Company”). Please see the
Company’s responses to the Comment Letter below. The Company’s responses are numbered to correspond to the Staff’s comments as numbered in the Comment Letter. For your convenience, each of the Staff’s comments contained in the
Comment Letter have been restated below in their entirety, with the Company’s corresponding response set forth immediately under such comment. Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to the
Registration Statement (“Amendment No. 1”) via EDGAR.

 Registration Statement on Form S-3

Exhibit 5.1

1.
We note your disclosure on page 12 that each warrant agreement and any warrants issued under the warrant agreements will be governed by New York law. Please have counsel revise the legality opinion to opine that the
warrants are binding obligations of the registrant under the law of the jurisdiction governing the warrants. For guidance, please refer to Section II.B.1.f of Staff Legal Bulletin No. 19 (October 14, 2011).

Response:

 We acknowledge
the Staff’s comment and have obtained and filed a new legal opinion of Haynes and Boone, LLP, reflecting the requested revisions. Please see Exhibit 5.1 to Amendment No. 1.

 Please direct any questions or comments concerning this response to Rick A. Werner, Esq., Haynes
and Boone, LLP at (212) 659-4974 or at Rick.Werner@haynesboone.com.

Very truly yours,

/s/ Robert W. Clarke, Ph.D.

Robert W. Clarke, Ph.D.,

Chief Executive Officer and President

 cc: Rick Werner, Esq.

Mail Stop 4546
July 25, 2016

Robert W. Clarke, Ph.D.
Chief Executive Officer and President
Pulmatrix, Inc.
99 Hayden Avenue, Suite 390
Lexington, MA 02421

Re: Pulmatrix, Inc.
  Registration Statement on Form S-3
Filed  July 15, 2016
  File No.  333-212546

Dear Dr. Clarke :

We have limited our review of your registration statement to the issue  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  applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

Exhibit 5.1

1. We note your disclosure on page 12 that each warrant agreement and any warrants issued
under the  warrant agreements will be governed by New York law.  Please have counsel
revise the legality opinion to opine that the warrants are binding obligations of the
registrant under the law of the jurisdiction governing the warrants.  For guidance, please
refer to Section II.B.1.f of Staff Legal Bulletin No. 19 (October 14, 2011).

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 1 933 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.

Robert W. Clarke, Ph.D.
Pulmatrix,  Inc.
July 25, 2016
Page 2

 Notwithst anding our comment , in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

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

 the action of the Commission or the staff, acting pursuant t o 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 effect iveness 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 acceler ation 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.

Please contact Irene Paik  at (202) 551 -6553  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: Rick A. Werner, Esq.
 Haynes and Boone, LLP

CORRESP
1
filename1.htm

Ruthigen, Inc.

2455 Bennett Valley Rd., Suite C116

Santa Rosa, California 95404

March 20, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Amy Reischauer

 Re: Ruthigen, Inc.

Registration
Statement on Form S-1

File
No. 333-190476

Request
for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
of Regulation C promulgated under the Securities Act of 1933, as amended, Ruthigen, Inc. (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-190476), as amended (the
“Registration Statement”), so that it may become effective at 9:00 a.m. (Washington, D.C. time) on March 21, 2014,
or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff.
This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel,
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., confirming this request. 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 acknowledges that:

    (i)

    should the U.S. 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.

[remainder of page intentionally left
blank]

 	Please
call Linda K. Rockett (617-348-4888) of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
counsel to the Company, with any comments or questions regarding this matter.

    Very truly yours,

    Ruthigen, Inc.

    By:
    /s/ Hojabr Alimi

     Name: Hojabr Alimi
 Title:   Chief Executive Officer, Chief Science Officer

             and Chairman of the Board of Directors

 cc: Securities and Exchange Commission

Jeffrey Riedler, Assistant
Director

Ibolya Ignat

Mark Brunhofer

Amy Reischauer

Daniel Greenspan

Ruthigen, Inc.

Sameer
Harish, Chief Financial Officer

Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.

Linda
K. Rockett, Esq.

Merav
Gershtenman, Esq.

Ellenoff Grossman
& Schole LLP

Joseph A. Smith, Esq.

Robert F. Charron,
Esq.

Marcum LLP

Anthony Basile

Mitchell Watt

CORRESP
1
filename1.htm

Ruthigen, Inc.

2455 Bennett Valley Rd., Suite C116

Santa Rosa, California 95404

March 14, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Amy Reischauer

 Re: Ruthigen, Inc.

Registration
Statement on Form S-1

File
No. 333-190476

Request
for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
of Regulation C promulgated under the Securities Act of 1933, as amended, Ruthigen, Inc. (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-190476), as amended (the
“Registration Statement”), so that it may become effective at 4:00 p.m. (Washington, D.C. time) on March 18, 2014,
or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff.
This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel,
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., confirming this request. 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 acknowledges that:

    (i)

    should the U.S. 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.

[remainder of page intentionally left
blank]

 	Please
call Linda K. Rockett (617-348-4888) of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
counsel to the Company, with any comments or questions regarding this matter.

    Very truly yours,

    Ruthigen, Inc.

    By:
    /s/ Hojabr Alimi

     Name: Hojabr Alimi
 Title:   Chief Executive Officer, Chief Science Officer

             and Chairman of the Board of Directors

 cc: Securities and Exchange Commission

Jeffrey Riedler, Assistant
Director

Ibolya Ignat

Mark Brunhofer

Amy Reischauer

Daniel Greenspan

Ruthigen, Inc.

Sameer
Harish, Chief Financial Officer

Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.

Linda
K. Rockett, Esq.

Merav
Gershtenman, Esq.

Ellenoff Grossman
& Schole LLP

Joseph A. Smith, Esq.

Robert F. Charron,
Esq.

Marcum LLP

Anthony Basile

Mitchell Watt

CORRESP
1
filename1.htm

        Linda Rockett | 617 348 4888 | lrockett@mintz.com

        One Financial Center

        Boston, MA 02111

        617-542-6000

        617-542-2241 fax

        www.mintz.com

March
10, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Jeffrey Riedler, Assistant Director

 Re: Ruthigen, Inc.

Registration Statement on Form S-1

Filed February 24, 2014

File No. 333-19047

Ladies and Gentlemen:

We are submitting this
letter on behalf of Ruthigen, Inc. (the “Company”) in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) received by letter dated March 6, 2014 (the “Comment
Letter”) from Jeffrey P. Riedler, Assistant Director, to Hojabr Alimi, the Company’s Chief Executive Officer, relating
to the above-referenced registration statement on Form S-1 of the Company filed with the Commission on February 24, 2014. In conjunction
with this letter, the Company is filing Amendment No. 5 to the registration statement (“Amendment No. 5” and,
as amended, the “Registration Statement”).

For convenient reference,
we have set forth below in italics each of the Staff’s comments set forth in the Comment Letter and have keyed the Company’s
responses to the numbering of the comments and the headings used in the Comment Letter. All of the responses are based on information
provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company. Where appropriate, the Company
has responded to the Staff’s comments by making changes to the disclosure in the Registration Statement as set forth in Amendment
No. 5. Page numbers referred to in the responses reference the applicable pages of Amendment No. 5.

We are providing by
overnight delivery to each of Ibolya Ignat, Mark Brunhofer, Amy Reischauer, Daniel Greenspan and Jeffrey Riedler of the Staff one
courtesy copy of this letter and Amendment No. 5 that have been marked to show changes from the filing of Amendment No. 4 to the
Registration Statement on Form S-1 filed on February 24, 2014.

Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

March 10, 2014

Page 2

Cover Page Exhibit 5.1

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

Response:	In
response to the Staff’s comment, the Company has revised the disclosure throughout the Registration Statement, including
the fee table, prospectus and legal opinion, to refer to the offer and sale of units, in addition to the component securities.

Summary Financial Information, page
11

 2. Please tell us why you exclude the effect of the January 31, 2014 funding
agreement with Oculus and your obligation to repay the amounts disclosed on page 21 from your “as adjusted” presentation.
Please reference for us the authoritative literature you rely upon to support your position. In addition, please revise your footnote
(1) disclosure to refer to your unit offering instead of referring to a sale of shares.

Response:	The
Company has amended its “as adjusted” presentation to reflect the full expenses related to the Company’s initial
public offering, including all accounts payables and the payments due to Oculus upon the closing of the initial public offering,
as more fully described on page 21 of Amendment No. 4 to Form S-1 filed on February 24, 2014 and will be described on pages 19-20
of Amendment No. 5. The payments include $916,000 owed in payables to Oculus and $430,000 in other offering-related accounts payables
as of December 31, 2013, and an estimated $760,000 of expenses incurred for the quarter ending March 31, 2014, all of which the
Company will repay Oculus from the proceeds of the offering.  The Company expects to raise $18.2 million in gross proceeds
from its initial public offering, less approximately $1.5 million in underwriter’s commissions, $0.2 million in underwriter’s
offering expenses, and $2.1 million in offering-related expenses, which include, among other items, all payables to Oculus, and
which the Company anticipates will result in an estimated net proceeds to the Company of approximately $14.4 million, which is
the amount consistently disclosed throughout the Registration Statement. In addition, the Company has revised the footnote disclosures
related to the “as adjusted” presentation to refer to the units, consisting of one share of common stock and one Series
A warrant.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

March 10, 2014

Page 3

Capitalization, page 43

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

Response:	In
response to the Staff’s comment, the Company has revised the pro forma “as adjusted” presentation to give effect
to the issuance of (i) the shares of common stock included in the units, which would be the only additional shares of common stock
outstanding immediately following the closing of the offering; (ii) the shares of common stock included in the units, which would
be the only additional shares of common stock outstanding immediately following the closing of the offering, plus the shares of
common stock issuable upon exercise of the Series A Warrants included in the units; and (iii) the shares of common stock included
in the units, which would be the only additional shares of common stock outstanding immediately following the closing of the offering,
plus the shares of common stock issuable upon exercise of the Series A Warrants included in the units, plus the shares of common
stock issuable upon exercise of the Series B Warrants issuable upon exercise of the Series A Warrants. The Company has included
additional disclosure that sets forth the conditions that would need to be met before the shares of common stock underlying the
Series A Warrants and the Series B Warrants would actually be issued and impact the Company’s capitalization, including
the receipt of additional proceeds, since the warrants are exercisable for cash.

*          *          *          *          *

When appropriate, the
Company will provide a written request for acceleration of the effective date of the Registration Statement and will include the
requested “Tandy” language therein. The Company and the underwriters are aware of their respective obligations under
Rules 460 and 461 regarding requesting acceleration of the effectiveness of the Registration Statement.

We hope that the above
responses and the related revisions to the Registration Statement will be acceptable to the Staff. Please do not hesitate to contact
me at 617-348-4888 or lrockett@mintz.com with any comments or questions regarding the
Registration Statement and this letter. We thank you for your time and attention.

Sincerely,

/s/ Linda K. Rockett

Linda K. Rockett

 cc: Securities and Exchange Commission

Jeffrey Riedler, Assistant
Director

Ibolya Ignat

Mark Brunhofer

Amy Reischauer

Daniel Greenspan

Ruthigen, Inc.

  Hojabr Alimi, Chief Executive Officer

  Sameer Harish, Chief Financial Officer

Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.

  Ivan K. Blumenthal, Esq.

  Merav Gershtenman, Esq.

Ellenoff Grossman
& Schole LLP

Joseph A. Smith, Esq.

Robert F. Charron,
Esq.

Marcum LLP

Anthony Basile

Mitchell Watt

March 6, 2014

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

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

Dear Mr. Alimi :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

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

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Cover Page
Exhibit 5.1

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

Summary Financial Information, page 11

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

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

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

Capitalization, page 43

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

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

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

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

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

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

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

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

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

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

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

CORRESP
1
filename1.htm

AEGIS CAPITAL CORP.

810 Seventh Avenue

New York, New York 10019

November 18,
2013

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey Riedler, Assistant Director

 Re: Ruthigen, Inc. (the “Company”)

File No. 333-190476

Registration Statement on Form S-1

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
(the “Securities Act”), we, the representative of the several underwriters (the “Representative”), hereby
join in the request of the Company that the effective time of the above-referenced Registration Statement be accelerated so that
it will be declared effective at 4:00 p.m. Eastern Time on November 20, 2013, or as soon thereafter as practicable.

Pursuant to Rule 460
under the Securities Act, please be advised that during the period from November 7, 2013 to the date of this letter, the preliminary
prospectus, dated November 6, 2013, in connection with the Registration Statement was distributed approximately as follows:

    Sent to Underwriters – 70 + E-red

    Sent to Dealers: 350 + E-red

    Sent to Institutional Investors: 150 +E-red

    Sent to Others: 0

    Total: 570 + E-red

The Representative
confirms on behalf of itself and the several underwriters that they have complied and will continue to comply with the requirements
of Rule 15c2-8 promulgated under of the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

	Very truly yours,

AEGIS CAPITAL CORP.

as representative of the underwriters

By:       /s/
Sam Guidetti

Name:  Sam Guidetti

Title:    Chief Compliance Officer

CORRESP
1
filename1.htm

Ruthigen, Inc.

2455 Bennett Valley Rd., Suite C116

Santa Rosa, California 95404

November 18, 2013

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey Riedler, Assistant Director

 Re: Ruthigen, Inc.

Registration
Statement on Form S-1

File
No. 333-190476

Request
for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
of Regulation C promulgated under the Securities Act of 1933, as amended, Ruthigen, Inc. (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-190476), as amended (the
“Registration Statement”), so that it may become effective at 4:00 p.m. (Washington, D.C. time) on November 20, 2013,
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 acknowledges that:

    (i)

    should the U.S. 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.

[remainder of page intentionally left
blank]

 	Please
call Linda K. Rockett (617-348-4888) of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
counsel to the Company, with any comments or questions regarding this matter.

    Very truly yours,

Ruthigen, Inc.

    By:
    /s/ Hojabr Alimi

    Name:
    Hojabr Alimi

    Title:
    Chief Executive Officer, Chief Science Officer and

Chairman of the Board of Directors

 cc: Securities and Exchange Commission

Jeffrey Riedler, Assistant
Director

Ibolya Ignat

Mark Brunhofer

Amy Reischauer

Daniel Greenspan

    Ruthigen, Inc.

    Hojabr Alimi,
     Chief Executive Officer, Chief Science Officer and

     Chairman of the Board of Directors

    Sameer Harish, Chief Financial Officer

Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.

Ivan
K. Blumenthal, Esq.

Linda
K. Rockett, Esq.

Sichenzia Ross
Friedman Ference LLP

Jeffrey J. Fessler,
Esq.

Stephen A. Cohen, Esq.

Marcum LLP

Anthony Basile

Mitchell Watt

CORRESP
1
filename1.htm

        Linda Rockett | 617 348
        4888 | lrockett@mintz.com

        One Financial Center

        Boston, MA 02111

        617-542-6000

        617-542-2241 fax

        www.mintz.com

October 15, 2013

Via EDGAR and by Federal Express

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Jeffrey Riedler, Assistant Director

    Re:
    Ruthigen, Inc.

    Registration Statement on Form S-1

    Filed August 8, 2013

    File No. 333-190476

Ladies and Gentlemen:

We are submitting this letter on behalf
of Ruthigen, Inc. (the “Company”) in response to comments from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) received by letter dated August 23, 2013 (the “Comment
Letter”) from Jeffrey P. Riedler, Assistant Director, to Hojabr Alimi, the Company’s Chief Executive Officer, relating
to the above-referenced registration statement on Form S-1 of the Company filed with the Commission on August 8, 2013 (the “Initial
Public Filing”). In conjunction with this letter, the Company is filing Amendment No. 1 to the registration statement
(“Amendment No. 1” and, as amended, the “Registration Statement”).

For convenient reference, we have set forth
below in italics each of the Staff’s comments set forth in the Comment Letter and have keyed the Company’s responses
to the numbering of the comments and the headings used in the Comment Letter. All of the responses are based on information provided
to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company. Where appropriate, the Company has responded
to the Staff’s comments by making changes to the disclosure in the Registration Statement as set forth in Amendment No. 1.
Page numbers referred to in the responses reference the applicable pages of Amendment No. 1.

We are providing by overnight delivery to
Daniel Greenspan of the Staff five courtesy copies of this letter and Amendment No. 1 that have been marked to show changes from
the filing of the Initial Public Filing filed on August 8, 2013.

Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

October 15, 2013

Page 2

 1. Please revise your financial statements and MD&A with updated interim financial information through the period ended
June 30, 2013.

Response: The Company has revised the
Registration Statement throughout to include updated interim financial information for the period ended June 30, 2013.

 2. We acknowledge your response to comment 6 and are uncertain why the fact that all direct or indirect
product related costs for RUT58-60 are included in your historical financial statements is determinative as to why carve-out financial
statements from Oculus are not necessary. With a view toward telling us more about the development history of RUT58-60, please
revise your disclosure in Business to provide a chronology of the activities related to the development of RUT58-60. At a minimum,
please disclose:

 · When Oculus conceived of RUT58-60;

 · The nature and timing of discovery activities;

 · The nature and timing of formulation activities;

 · The nature and timing of other pre-clinical activities including in vitro and toxicology studies;

 · The number of predecessor formulations and when each was founded that form the basis for the
current formulation of RUT58-60;

 · When the new, unique hypochlorous acid-based formulations that were disclosed to Oculus’ intellectual property counsel
in December 2012 were founded and how they relate to the formulations in the preceding bullet;

 · The costs in terms of dollars and/or manpower associated with the discovery and formulation
activities, separating the activities untaken by Oculus from those you undertook.

In your response, separately tell us whether Oculus
sponsored the initial clinical trials conducted by physicians in Mexico that demonstrated the faster tissue healing associated
with hypochlorous acid products as disclosed on page 3. In addition tell us what information the Oculus Board of Directors reviewed
when, in November 2012, it directed Oculus management to explore the idea of creating a wholly-owned subsidiary within which to
pursue the development of RUT58-60.

Response: In addition to Regulation S-X, the
Company has reviewed and considered the SEC’s guidance on the issue of historical and carve-out financial statements set
forth in SEC SAB Topic 1.B, the remarks by Leslie Overton, SEC Division of Corporation Finance, at the 2001 AICPA Annual National
Conference on Current SEC Developments, and SEC SAB Topic 5.Z and, in light of such guidance, the Company has revised its audited
financial statements that are included in the Registration Statement to reflect the activities of Ruthigen (carve-out activities)
from Oculus for the period beginning on October 20, 2011 (“Inception”), which is the date that the operations associated
with Ruthigen commenced. Accordingly, the revised Registration Statement now includes audited financial statements that capture
the activities of Ruthigen for the year ended March 31, 2013 and for the period from Inception to March 31, 2012, plus unaudited
interim financial statements for the three months ended June 30, 2013 and 2012.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

October 15, 2013

Page 3

The Company has revised the disclosures through the
Registration Statement to reflect these operations and has included a new subsection entitled “Development History of RUT58-60”
on page 54 of the “Business” section that describes the discovery, formulation and development activities
of Ruthigen, which commenced prior to the formal incorporation of Ruthigen as a separate legal entity, that led to RUT58-60 as
the first target in a new class of products being pursued by Ruthigen. Other than as set forth below, these new disclosures
address, among other things, those items in the bullet points and the November 2012 back up request identified by the Staff in
this comment 2.

Due to the significant costs associated with preclinical
activities, including animal, in vitro and toxicology studies, no preclinical studies were conducted for RUT58-60 prior to the
Company’s formal incorporation on January 18, 2013; all preclinical studies have been conducted since that time. The disclosure
under “Select Pathogen Activity of RUT58-60” in the “Business” section describes the results of certain
of the Company’s preclinical studies for RUT58-60.

The Company has revised the Registration Statement
on pages 3 and 46 to remove the potentially confusing reference to clinical trials conducted in Mexico and in lieu thereof, the
Company has revised the disclosure to more generally refer to peer-reviewed journals that have published studies demonstrating
faster tissue healing times with hypochlorous acid based products. One example of such a study is the Landsman study, described
on page 52 of the Registration Statement, which was a clinical trial sponsored by Oculus, which used Oculus’ hypochlorous
acid based product (not RUT58-60).

With respect to the clinical trials conducted by physicians
in Mexico, the Company has removed all references to such trials from the Registration Statement. We supplementally advise the
Staff that Oculus made certain payments to the physician conducting the clinical trial in Mexico and provided the physician with
Oculus’ hypochlorous acid based product to complete the trial.

 3. We note that you are requesting confidential treatment for portions of Exhibit 10.4. Please be advised that we will review
your request for confidential treatment once it is received and will provide any comments under separate cover. We will not be
able to process any request for acceleration of the effective date of the pending registration statement until any such confidential
treatment request is resolved.

Response: The Company acknowledges the Staff’s
comment. Oculus, on behalf of the Company, filed a joint Application for Confidential Treatment with the Secretary of the Commission
on August 8, 2013 for portions of Exhibit 10.4 of the Company’s Registration Statement and Exhibit 10.1 to Oculus’
Current Report on Form 8-K originally filed with the Commission on June 7, 2013. On August 23, 2013, the Company delivered separately
to the Staff a copy of the joint Application for Confidential Treatment, dated August 8, 2013, which was submitted to the Secretary
of the Commission by Oculus. On September 11, 2013, Oculus, on behalf of itself and the Company, received a comment from the Staff
with respect to certain of the initially proposed redactions set forth in the Company’s Exhibit 10.4 to the Registration
Statement and Exhibit 10.1 to Oculus’ Current Report on Form 8-K originally filed with the Commission on June 7, 2013. In
response to the comment, on September 24, 2013, Oculus filed an Amendment No. 1 to its Current Report on Form 8-K originally filed
with the Commission on June 7, 2013 to provide certain previously omitted portions of the license agreement, filed as Exhibit 10.1
to the Company’s original Current Report on Form 8-K. Namely, as requested by the Commission, Oculus restored the amounts
of the milestone payments set forth in Section 7.1 of the license agreement. Accordingly, Exhibit 10.1 was re-filed with fewer
redactions and Oculus no longer requests confidential treatment for the amounts of the milestone payments set forth in Section
7.1 of the license agreement.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

October 15, 2013

Page 4

Similarly, the Company has also re-filed Exhibit 10.4
of its Registration Statement as part of Amendment No. 1, with fewer redactions to the license agreement filed as such Exhibit,
which are the same as those redactions in Oculus’ Exhibit 10.1. The joint Application for Confidential Treatment was also
revised to reflect this amended disclosure and was jointly re-submitted to the Commission by Oculus and the Company on September
24, 2013.

SEC Comment Letter dated June 21, 2013

In addition, in response to comment 3 in the Staff’s
comment letter to the Company dated June 21, 2013, we call the Staff’s attention to the new graphics that appear on the front
cover of the prospectus included in the Registration Statement.

Other

In addition to revising the Registration Statement
to include responses to the Staff’s comments above, the Company has revised the Registration Statement with respect to new
disclosures relating to, among other things, the reincorporation of the Company from Nevada to Delaware on September 25, 2013 and
the commensurate changes to the disclosures regarding Delaware corporate law, a 1-for-2.5 reverse stock split on September 25,
2013, the pricing information for the offering, and revised disclosures regarding Oculus’ secured debt facility, in light
of a new arrangement that Oculus has entered into with its lenders, the result of which is beneficial to the Company.

*	*	*	*	*

When appropriate, the Company will provide
a written request for acceleration of the effective date of the Registration Statement and will include the requested “Tandy”
language therein. The Company and the underwriters are aware of their respective obligations under Rules 460 and 461 regarding
requesting acceleration of the effectiveness of the Registration Statement.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

October 15, 2013

Page 5

We hope that the above responses and the
related revisions to the Registration Statement will be acceptable to the Staff. Please do not hesitate to contact me at 617-348-4888
or lrockett@mintz.com with any comments or questions regarding the Registration Statement and this letter. We thank you for your
time and attention.

    Sincerely,

    /s/ Linda K. Rockett

    Linda K. Rockett

    cc:
    Securities and Exchange Commission

    Jeffrey Riedler, Assistant Director

    Ibolya Ignat

    Mark Brunhofer

    Amy Reischauer

    Daniel Greenspan

    Ruthigen, Inc.

    Hojabr Alimi, Chief Executive Officer

    Sameer Harish, Chief Financial Officer

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Ivan K. Blumenthal, Esq.

    Merav Gershtenman, Esq.

    Sichenzia Ross Friedman Ference LLP

    Jeffrey J. Fessler, Esq.

    Stephen A. Cohen, Esq.

    Marcum LLP

    Anthony Basile

    Mitchell Watt

August 23, 2013

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

Re: Ruthigen, Inc.
Registration Statement on Form S-1
Filed August 8, 2013
  File No. 333 -190476

Dear Mr. Alimi :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

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

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

1. Please revise your financial statements and MD&A with updated interim financial
information through the period ended June 30, 2013.

2. We acknowledge your response to comment 6 and are uncertain why the fact that all
direct or indirect product related costs for RUT58 -60 are included in your historical
financial  statements is determinative as to why carve -out financial statements from
Oculus are not necessary.  With a view toward telling us more about the development
history of RUT58 -60, please revise your disclosure in Business to provide a chronology
of the act ivities related to the development of RUT58 -60.  At a minimum, please
disclose:

Hojabr Alimi
Chief Executive Officer
Ruthigen, Inc.
August 23, 2013
Page 2

  When Oculus conceived of RUT58 -60;
 The nature and timing of discovery activities;
 The nature and timing of formulation activities;
 The nature and timing of other pre -clinical a ctivities including in vitro and
toxicology studies;
 The number of predecessor formulations and when each was founded that form the
basis for the current formulation of RUT58 -60;
 When the new, unique hypochlorous acid -based formulations that were disclose d to
Oculus’ intellectual property counsel in December 2012 were founded and how they
relate to the formulations in the preceding bullet;
 The costs in terms of dollars and/or manpower associated with the discovery and
formulation activities, separating the  activities untaken by Oculus from those you
undertook.

In your response, separately tell us whether Oculus sponsored the initial clinical trials
conducted by physicians in Mexico  that demonstrated the faster tissue healing associated
with hypochlorous acid products as disclosed on page 3.  In addition tell us what
information the Oculus Board of Directors reviewed when, in November 2012, it directed
Oculus management to explore the idea of creating a wholly -owned subsidiary within
which to pursue the de velopment of RUT58 -60.

3. We note that you are requesting confidential treatment for portions of Exhibit 10.4.
Please be advised that we will review your request for confidential treatment once it is
received and will provide any comments under separate cover. We will not be able to
process any request for acceleration of the effective date of the pending registration
statement until any such confidential treatment request is resolved.

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

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

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

Hojabr Alimi
Chief Executive Officer
Ruthigen, Inc.
August 23, 2013
Page 3

  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 asse rt 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
registr ation statement.

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

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

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

CORRESP
1
filename1.htm

        Linda Rockett | 617 348
        4888 | lrockett@mintz.com

        One Financial Center

        Boston, MA 02111

        617-542-6000

        617-542-2241 fax

        www.mintz.com

August 8, 2013

Via EDGAR and by Federal Express

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Jeffrey Riedler, Assistant Director

 Re: Ruthigen, Inc.

Confidential Draft Registration Statement on Form
S-1

Submitted May 24, 2013

CIK No. 0001574235

Ladies and Gentlemen:

We are submitting this letter on behalf
of Ruthigen, Inc. (the “Company”) in response to comments from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) received by letter dated June 21, 2013 (the “Comment
Letter”) from Jeffrey P. Riedler, Assistant Director, to Hojabr Alimi, the Company’s Chief Executive Officer, relating
to the above-referenced registration statement on Form S-1 of the Company submitted with the Commission on May 24, 2013 on a confidential
basis pursuant to Title 1, Section 106 of the Jumpstart Our Business Startups Act (the “Confidential Submission”).
In conjunction with this letter, the Company is making its initial public filing (the “Initial Public Filing”)
of such registration statement and making further amendments thereto (as amended, the “Registration Statement”).

For convenient reference, we have set forth
below in italics each of the Staff’s comments set forth in the Comment Letter and have keyed the Company’s responses
to the numbering of the comments and the headings used in the Comment Letter. All of the responses are based on information provided
to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company. Where appropriate, the Company has responded
to the Staff’s comments by making changes to the disclosure in the Registration Statement as set forth in the Initial Public
Filing. Page numbers referred to in the responses reference the applicable pages of the Initial Public Filing.

We are providing by overnight delivery to
Daniel Greenspan of the Staff five courtesy copies of this letter and the Registration Statement that have been marked to show
changes from the initial filing of the Confidential Submission on May 24, 2013.

Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

August 8, 2013

Page 2

General

 1. Please submit all exhibits as soon as practicable. We may have further comments upon examination of these exhibits.

Response: The Company respectfully submits
that it has included additional exhibits to the Initial Public Filing, and will submit or file additional exhibits to the Registration
Statement as soon as practicable. The Company acknowledges that the Staff may have further comments upon examination of such exhibits.

 2. We note that your draft registration statement includes the Representative’s warrants and the common stock underlying
those warrants as securities to be registered in this offering. Please be advised that the registration of the issuance of these
securities to the Representative, which are to be received by the Representative as underwriting compensation, does not entitle
the Representative to subsequently resell such securities to the public without additional registration. As an underwriter, the
Representative must avail itself of a resale registration statement or an applicable exemption from Section 5 of the Securities
Act of 1933 in order to sell the securities.

Response: The Company respectfully acknowledges
the Staff’s comment and has informed the Representative of the Staff’s comment.

 3. Please confirm that the graphics included in your registration statement are the only graphics you will use in your prospectus.
If you will use any additional graphic, visual or photographic information in the printed prospectus, please provide us a proof
of each such item for our review prior to its use. Please note that we may have comments regarding this material.

Response: The Company respectfully submits
that it does not anticipate using any graphic, visual or photographic information, other than such information already included
in the Registration Statement. The Company will supplementally provide the Staff with copies of any additional graphic, visual
or photographic information used in the printed prospectus. The Company acknowledges that the Staff may have further comments upon
examination of such additional material.

 4. Since you appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups
Act, please state your election under Section 107(b) of the JOBS Act:

 · If you have elected to opt out of the extended transition period for complying with new or revised accounting standards
pursuant to Section 107(b), include a statement that the election is irrevocable; or

 · If you have elected to use the extended transition period for complying with new or revised accounting standards under Section
102(b)(1), provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards
that have different effective dates for public and private companies until those standards apply to private companies. Please state
in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply
with public company effective dates. Include a similar statement in your critical accounting policy disclosures.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

August 8, 2013

Page 3

In addition, please describe the extent to which
any of the exemptions available to emerging growth companies are also available to you as a Smaller Reporting Company.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 5-6, 29 and 38 of the Initial Public Filing.

 5. 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. Similarly, please supplementally provide us with any research
reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section
105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

Response: As of the date of this response letter,
the Company has not relied upon the procedures available to emerging growth companies under Section 5(d) of the Securities Act
of 1933, as amended (the “Securities Act”). The Company will furnish any such material to the Staff in connection
with future correspondence, if the Company relies upon such section to provide material to qualified institutional buyers or institutional
accredited investors.

To date, no research reports about the Company have
been published or distributed in reliance on Section 2(a)(3) of the Securities Act by any broker or dealer that is participating
or will participate in the offering. The Company will supplementally provide the Staff with any such research reports should any
be published or distributed in reliance on Section 2(a)(3) of the Securities Act.

 6. Please tell us what consideration you gave to presenting the historical results of the novel biotechnology business of Oculus
Innovative Sciences, Inc. in separate financial statements (i.e., carve-out financial statements) prior to your inception. It would
appear that presenting carve-out financial statements to include all relevant activities that have been part of the history of
your business, and that can be expected to repeat as the business continues in the future, is required. Separately reference for
us any authoritative literature you rely upon to support your position.

Response: The Company respectfully submits
the following response to the Staff:

We note the Staff’s observations relating to
the presentation of historical results of the novel biotechnology business of the Company’s parent, Oculus Innovative Sciences,
Inc. (“Oculus”), in separate financial statements (i.e., carve-out financial statements (SEC SAB Topic
1B.1)) prior to the Company’s inception. As described below, following the disclosure of RUT58-60 to Oculus’ intellectual
property counsel in December 2012, Oculus formed a wholly-owned subsidiary named Ruthigen, Inc., or the Company. In January 2013,
the Company was incorporated in the State of Nevada. Financial statements have been prepared for the Company reflecting all activities
of the business since formation. No direct or indirect product related costs were incurred by Oculus specifically relating to the
new formulation, RUT58-60, prior to this time period.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

August 8, 2013

Page 4

Such audited financial statements as of and for the
period ended March 31, 2013 have been included in the Registration Statement. No carve out financial statements for the period
prior to January 2013 are necessary since all direct or indirect product related costs incurred specifically relating to the new
formulation, RUT58-60, are already included within the historical financial statements of the Company for the period ended March
31, 2013.

The Company, a wholly-owned subsidiary of Oculus,
has submitted the Registration Statement to register shares being sold in a proposed initial
public offering of the Company. In connection with the filing of the Registration Statement, the Company is required to include
audited historical financial statements reflecting the operating activities of the Company. The Company
has executed a license and supply agreement with Oculus pursuant to which the Company will license from Oculus certain of
Oculus’ proprietary technology related to the use of hypochlorous acid for specific indications and territories as defined
in the license and supply agreement between the companies, effective upon the completion of the
proposed initial public offering.

The Company also executed a separation agreement with
Oculus to allow the Company to access the capital market and fund the development of the newly discovered RUT58-60 as a drug for
prevention of infection in abdominal surgery. This market is currently not available to Oculus and its technology due to both technological
and regulatory limitations.

Therefore, prior
to 2013, Oculus has not incurred any direct or indirect product costs with respect to the product candidate, RUT58-60, that the
Company intends to pursue or has developed. Based on the discussion presented below, audited
financial statements for the Company for the period from inception through March 31, 2013, represent the best available financial
information on the Company for the Registration Statement.

Information about Oculus
Innovative Sciences, Inc.

Oculus is the parent company of the Company. Oculus
is a global healthcare company that designs, manufactures and markets prescription and non-prescription products in over 20 countries.
Oculus is pioneering innovative products for the dermatology, surgical, advanced wound and tissue care,
and animal healthcare markets. Oculus’ primary focus is on the commercialization of its proprietary technology platform called
Microcyn® Technology but does not have the necessary regulatory approvals to market Microcyn® as a drug or as a medical
device with an antimicrobial or wound healing indication in the United States. To date, Oculus’
Microcyn-based products have received seven FDA 510(k) clearances in the United States. Many of these clearances are for use as
a medical device in wound cleaning, or debridement, lubricating, moistening and dressing, including traumatic, acute and chronic
wounds. Oculus’ products are cleared and marketed as a topical medical device for
patients suffering from open wounds and dermatological
indications in the United States. Oculus’ products are developed based on its proprietary
technology platform called Microcyn® Technology, a stable formulation of hypochlorous acid
cleared for topical use in the U.S. In the United States, Microcyn® is cleared by the United States Food and Drug Administration
(the “FDA”) as a medical device for the mechanical cleaning and debridement of wounds. Oculus’
advancement in invasive procedures has been hindered in the past by capital limitations and technological challenges to produce
a product as required for a drug approval by the FDA. Based on the directive given by the board of directors of Oculus in November
2012, Oculus’ management began investigating the idea of creating a wholly-owned subsidiary within which to pursue the development
of such a new drug.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

August 8, 2013

Page 5

Oculus does not have the necessary
capital to execute the required clinical trials for the newly discovered RUT58-60 or the regulatory approvals to
market such formulation as a drug or for invasive use in the United States, nor does Oculus have the clearance to market
Microcyn® with any therapeutic indications to include antimicrobial or wound healing claims
in the United States. Oculus has not developed a formulation approved by the FDA as a topical or an
invasive drug. Furthermore, the use of hypochlorous acid (HOCl) based products for use as a drug or during invasive procedures
shall require additional drug development activities as required by the FDA. The board of directors of Oculus has determined that
the best course of action is to fund drug development activities through its wholly-owned subsidiary, the Company.

Information about the Company

The Company was incorporated in Nevada on January
18, 2013 as a wholly-owned subsidiary of Oculus. The Company’s offices are located in Santa Rosa, California. The Company
is a development-stage biopharmaceutical company committed to the discovery, development, manufacture and commercialization of
RUT58-60, a pure form of hypochlorous acid-based solution with two to four times the concentration of HOCl as Microcyn® based
products manufactured by Oculus while expecting to meet the stringent drug requirements mandated by
the FDA, including, but not limited to, sterility, stability, safety and efficacy. In contrast
to Microcyn, the proposed drug candidate RUT58-60 contains stabilizers, including magnesium, and is intended for use during
invasive procedures with direct exposure to internal tissue and organs.
The proposed formulation development will be used for the prevention of infection associated with surgical and traumatic procedures.

The Company’s Principal
Product Candidate: RUT58-60

On
December 7, 2012, Oculus disclosed new, unique hypochlorous acid-based formulations to its intellectual property counsel. The formulations
formed the basis for the current RUT58-60 formulation. The RUT58-60 drug was first formulated by the Company in January
2013. This unique new drug candidate, RUT58-60, utilizes a unique method of manufacturing that is different
than what is used to manufacture Oculus’ products, and has a corresponding purified chemical active ingredient that
is more concentrated than Oculus’ Microcyn® Technology containing other elements, such as magnesium, to meet FDA’s
drug stability requirements. This formulation uses design elements that management believes will allow the product candidate to
be evaluated and reviewed as a biopharmaceutical agent, as opposed to a medical device.

No direct or indirect product related costs were incurred
by Oculus specifically relating to the new formulation, RUT58-60, prior to this time period.

Mintz, Levin

June 21 , 2013

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

Re: Ruthigen, Inc.
Confidential Draft Registration Statement on Form S -1
Submitted May 24, 2013
  CIK No. 0001574235

Dear Mr. Alimi :

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 re sponse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please submit all exhibits as soon as practicable. We may have further comments  upon
examination of these exhibits .

2. We note that your draft registration statement includes the Representative’s warrants and
the common stock underlying those warrants as securities to be registered in this offering.
Please be advised that the registration of the issuance of these securities to the
Representative , which are to be received by the Representative as underwriting
compensation,  does not entitle the Representative to subsequently resell such securities to
the public wit hout additional registration.  As an underwriter, the Representative must
avail itself of a resale registration statement or an applicable exemption from Section 5 of
the Securities Ac t of 1933 in order to sell the securities.

Hojabr Alimi
Ruthigen, Inc.
June 2 1, 2013
Page 2

3. Please confirm that the graphics included in your registration statement are the only
graphics you will use in your prospectus.  If you will use any additional graphic, visual or
photographic inf ormation in the printed prospectus , please provide us a proof of  each
such item for our review prior to its use. Please note that we may have comments
regarding this material.

4. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please s tate your election under Section 107(b) of
the JOBS Act :

 If you have elected to opt out of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b), inclu de a statement
that the election is irrevocable; or
 If you have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1), provide a risk factor explaining
that this election allows you to  delay the adoption of new or revised accounting
standards that have different effective dates for public and private companies until
those standards apply to private companies.  Please state in your risk factor that, as a
result of this election, your fin ancial statements may not be comparable to companies
that comply with public company effective dates.  Include a similar statement in your
critical accounting policy disclosures.

In addition, please describe  the extent to which any of the exemptions avail able to
emerging growth companies are also available to you as a Smaller Reporting Company.

5. 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 s o 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.  Similarly, please
supplementally provide us with any research reports about you that are published  or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering .

6. Please tell us what consideration you gave to presenting the historical results of the novel
biotechnology business of Oculus Innovative Sciences, Inc. in separate financial
statements (i.e., carve -out financial statements) pri or to your inception.  It would appear
that presenting carve -out financial statements to include all relevant activities that have
been part of the history of your business, and that can be expected to repeat as the
business continues in the future, is req uired.  Separately reference for us any authoritative
literature you rely upon to support your position.

Hojabr Alimi
Ruthigen, Inc.
June 2 1, 2013
Page 3

 7. It appears that you are required to disclose unaudited pro forma financial information in
accordance with Article 11 of Regulation S -X to reflect the effect of the transactions that
have been or will be completed prior to or concurrently with the closing o f your offering
on your historical financial statements and to combine any carve -out financial statements
of your predecessor operations.  In your next amendment please include unaudited pro
forma financial information to give effect to your offering, to p resent the continuing
impact of the series of transactions that will take effect upon the completion of your
offering and to combine your predecessor carve -out financial information or tell us why
including such pro forma financial information is considere d not required.

Prospectus Summary, page 2

8. Please expand the opening paragraph of your Prospectus Summary under “Overview” to
make clear that you are a development company with no approved product s and,
immediately prior to the offering, have been a wholly -owned subsidiary of Oculus that
was formed in January 2013.

9. We note your statement on page 2 , and beginn ing on page 43 in the “Business” section,
that you believe RUT58 -60 will be able to meet the safety and efficacy standards that the
FDA require s for the approval of a new dru g.  Please expand this disclosure to make clear
that the process to obtain FDA  approval can be unpredictable and can take several years,
and that you cannot guarantee that your product candidate will ever obtain such approval.

10. We note your statements on page 3 , and on page 44 in the “Business” section,  regarding
the safety, tolerability and broad -range antimicrobial poten cy of RUT58 -06, and that it
does not appear to promote resistance to bacteria.  Please expand your disclosure to make
clear that conclusions are based on preclinical trials only.

11. We note your statement on page 3 regarding your discussions with pharmaceuti cal
companies regarding partnership and collaboration activities.  Please expand this
disclosure to make clear, if true, that you have no such arrangements in place and that
you cannot guarantee that you will be able to secure any such arrangement.

Risks Relating to Our Business, page 5

12. Please combine the first and fifth bullet points , as they  appear to be redundant.

13. Please expand your summary of risk factor s in this section to include the risks relating to:

 Oculus’s control of a significant portion of your outstanding common stock after the
transaction;
 The potential conflict (s) of interest given that your directors will serve simultaneously
as directors o f Oculus  and that your chief executive officer and directors hold Oculus
common stock and rights to purchase Oculus common stock ;

Hojabr Alimi
Ruthigen, Inc.
June 2 1, 2013
Page 4

  the risks you will face as a standalone public company that you did not face as a
wholly owned subsidiary of Oculus; and
 the anticipated benefits of the Separation and the Distribution that you and/or your
stockholders may not achieve.

“We are a development stage company with no commercial products.”  page 9
“We are heavily dependent on the success of our lead drug candidate…”  page 9
“We have limited knowledge and experience with NDA studies…” page 11

14. Please expand each of  these  risk factor s to disclose that you have not yet submitted an
IND to the FDA in order to begin clinical trials for RUT58 -60.

“We may be unable to maintain sufficient product liability insurance.” page 13

15. Please d escribe briefly the circumstances under which you may need to obtain additional
coverage under the supply agreement  and, when you enter into independent insurance
plan,  please quantify your insurance coverage .

“We may not be able to attract, retain, or manage  highly qualified personnel…” page 15

16. Please expand this risk factor to identify any key employees other than your two
executive officers.

“We expect to face competition, often from companies with greater resources…” page 1 9

17. Please expand this risk factor to identify your anticipated competitors.

“We expect that we may need additional funding to advance our clinical trial…” page 21

18. Please revise this risk factor to disclose the quarter through which you believe your
available fu nds following the offering  will be sufficient to fund your operations .  We no te
the disclosure in your Use of Proceeds on page 33 that you intend to use the net proceeds
from the offering, in part, to initiate your first pivotal trial, yet on page 21 you state that
such funds will not be sufficient to conduct your pivotal trials.  Please clarify this
apparent discrepancy.

“Your investment in our common stock may be adversely affected if Oculus…” page 25

19. Please combine this risk factor with the risk factor captioned “The Distribution may not
occur” on page 27, as they appear to describe the same risk(s).

Hojabr Alimi
Ruthigen, Inc.
June 2 1, 2013
Page 5

 “Oculus may not distribute our shares it holds to its stockholders…” page 26

20. Please combine this risk factor with the risk factor captioned “We may be unable to
achieve some or all of the benefits…” on page 27, as they appear to describe the same
risk(s).

“The assets and reso urces that we acquire from Oculus…” page 27

21. Please expand this risk factor to disclose any material assets or resources , other than
those which you will receive from Oculus in the Separation,  that you have identified that
you will need to operate as a st and-alone company .

“Financi al reporting obligations of being a public company…” page 30

22. Please combine  this risk factor with the risk factor captioned “Our management will be
required to devote…” on page 30, as they appear to describe the same risk(s).

Industry and Market Data , page 32

23. Please note that it is not appropriate to state or imply that you do not have liability for the
statements in your registration statement. Your statements that you have not
independently verified third part data and that the results and estimates fr om your internal
research have not been verified by any independent source  could imply th at you are not
taking liability for this information.  In order to eliminate any inference that you are not
liable for all of the information in your registration stat ement, please delete these
statements or include a statement s pecifically accepting liability for these statements.

Use of Pr oceeds , page 33

24. Please expand your disclosure regarding your u se of proceeds to provide the estimated
amount of proceeds to be used for each of

 the planned Phase 1/2 clinical trial;
 initiation of  the first pivotal trial;
 the establishment and validation of your manufacturing facility; and
 the milestone payments und er your license and supply agreement.

Hojabr Alimi
Ruthigen, Inc.
June 2 1, 2013
Page 6

 Management’s Discussion and Analysis of Financial Condition and Results of Operations
JOBS Act, page 39

25. Although you mention the extended transition period provided in Securities Act Sect ion
7(a)(2)(B) for complying with new or revised accounting standards, it is unclear whether
you are opting out of this provision.  Please revise your disclosure to clarify.  To the
extent you wish to follow the extended transition period permitted under t he Securities
Act, please revise your disclosure here and in a risk factor to highlight that in the future
your financial statements may not be comparable to those of other public companies.  To
the extent you opt out of the extended transition period, ple ase revise your disclosure to
indicate that this election is irrevocable.  Please see Questions 13 and 37 of the Jumpstart
Our Business Startups Act Frequently Asked Questions.

Research and Development, page 40

26. We noted a statement made during Oculus Inn ovative Sciences’ third quarter 2013
earnings call that your parent’s plan is to shift the burden of its high -expense RUT58 -60
drug development program to Ruthigen.  Please include disclosure about the estimated
future expenses related to the development of RUT58 -60.  To the extent that this
information is not estimable, disclose that fact an d the reason why it is not estimable .  To
the extent that at least some portion of future development expenses was estimated to
support the size of your offering in di scussions with your underwriters, please disclose
those estimates clarifying which specific future expenses are included in your disclosure.
Please note that you may inform potential investors that the amounts you disclose are
estimates and that those est imates are subject to revision and the reasons therefor.

Liquidity and Capital Resources, page 40

27. Please include a discussion of the cash advances and direct payments made by your
parent subsequent to March 31, 2013 as applicable.

Contractual Obligations, page 41

28. Please include a discussion that quantifies the potential milestone payments to Oculus
that have been omitted from a contractual obligations table and disclose the events that
would trigger these payments.  Please confirm to us that a ll of your payment obligations
under your collaboration agreements with Oculus and / or with other parties have been
disclosed in this section as appropriate.

Hojabr Alimi
Ruthigen, Inc.
June 2 1, 2013
Page 7

Operating Capital and Capital Expenditure requirements, page 41

29. Although you disclose on page  67 that you have no equity awards outstanding at March
31, 2013, please include an itemized chronological schedule covering any equity
instruments that have been or will be issued prior to or concurrently with the closing of
your offering  (including stock  units, options, warrants, etc.) and include the following
information separately for each equity instrument issuance:

 The date of the transaction;
 The number of equity instruments issued or options granted;
 The exercise price of equity instruments grante d if applicable;
 The fair value of the common stock on each grate date and how the fair value was
determined;
 Whether or not the valuation used to determine the fair value of the equity
instruments was contemporaneous or retrospective ; and,
 If the valuat ion specialist was a related party, please state that fact .

After your estimated IPO price range has been disclosed, d iscuss each significant factor
contributing to the difference between the fair value as of the date of each date of
issuance and the esti mated IPO price .   Please continue to update your disclosures for any
grants or equity issuances up until the time of effectiveness of your registration statement.
Please note that once your filing include s an estimated offering price we may have further
comments.

Business , page 43
Select Pathoge n Activity of RUT58 -60, page 49

30. This section contains several technical or other terms that are not defined or explained.
Please explain the meaning and significance of  the following terms the first time you use
them:
 Biocompatibility ;
 Logs  and log reduc tion;
 Full biological activity ; and
 Serial dilutions

Hojabr Alimi
Ruthigen, Inc.
June 2 1, 2013
Page 8

 Market Opportunity, page 51

31.