0001144204-14-016870.txt : 20140423 0001144204-14-016870.hdr.sgml : 20140423 20140320160049 ACCESSION NUMBER: 0001144204-14-016870 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ruthigen, Inc. CENTRAL INDEX KEY: 0001574235 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 461821392 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2455 BENNETT VALLEY RD. SUITE C116 CITY: SANTA ROSA STATE: CA ZIP: 95404 BUSINESS PHONE: (707) 525-9900 MAIL ADDRESS: STREET 1: 2455 BENNETT VALLEY RD. SUITE C116 CITY: SANTA ROSA STATE: CA ZIP: 95404 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.

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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 2 filename2.htm

Dawson James Securities, Inc.

1 North Federal Highway, 5^th Floor

Boca Raton, Florida 33432

March 20, 2014

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Re:

Ruthigen, Inc.
Registration Statement on Form S-1

File No. 333-190476

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned hereby joins in the request of Ruthigen, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement may become effective on Friday, March 21, 2014, at 9:00 a.m. (Washington D.C. time), or as soon thereafter as may be practicable.

Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed approximately 1,200 copies of the Preliminary Prospectus dated March 12, 2014 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for the above-referenced issue, the undersigned, as the Representative of the several underwriters, have confirmed that they have complied with and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Sincerely,

dawson james securities. Inc.

As Representative of the Several Underwriters,

/s/ Robert D. Keyser, Jr.

By: Robert D. Keyser, Jr.

Title: Chief Executive Officer