June 20, 2016

 

VIA EDGAR

 

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC  20549

 

Attention:

Suzanne Hayes

 

Joshua Samples

 

Lilyanna Peyser

 

Sharon Blume

 

Sasha Parikh

 

Re:

Gemphire Therapeutics Inc.

 

Registration Statement on Form S-1 (File No. 333-210815)

 

Ladies and Gentlemen:

 

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between June 13, 2016 and the date hereof, approximately 941 copies of the Preliminary Prospectus dated June 13, 2016 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

 

We wish to advise you that the participating underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Wednesday, June 22, 2016 or as soon thereafter as practicable.

 

[signature page follows]

 



 

Very truly yours,

 

 

 

 

 

JEFFERIES LLC

 

RBC CAPITAL MARKETS, LLC

 

 

 

As representatives of the

 

several underwriters

 

 

 

 

 

JEFFERIES LLC

 

 

 

By:

/s/ Dustin Tyner

 

Name: Dustin Tyner

 

Title:  Managing Director

 

 

 

 

 

RBC CAPITAL MARKETS, LLC

 

 

 

By:

/s/ Lorenzo Paoletti

 

Name: Lorenzo Paoletti

 

Title:  Director

 

 

[Signature Page to Acceleration Request of the Underwriters]