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