ARS Pharmaceuticals, Inc.
11682 El Camino Real, Suite 120
San Diego, California 92130
May 1, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mr. Joshua Gorsky
| Re: | ARS Pharmaceuticals, Inc. |
Registration Statement on Form S-3
File No. 333-271359
| Acceleration Request | ||
| Requested Date: | Wednesday, May 3, 2023 | |
| Requested Time: | 4:30 P.M. Eastern Time | |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, ARS Pharmaceuticals, Inc. hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) to become effective on Wednesday, May 3, 2023, at 4:30 P.M. Eastern Time, or as soon thereafter as is practicable.
Once the Registration Statement has been declared effective, please orally confirm that event with Kenneth J. Rollins of Cooley LLP at (858) 550-6136 or Asa M. Henin of Cooley LLP at (858) 550-6104. Thank you for your assistance with this matter.
| Sincerely,
ARS Pharmaceuticals, Inc. | ||
| By: | /s/ Alexander A. Fitzpatrick | |
| Alexander A. Fitzpatrick, Esq. | ||
| Chief Legal Officer | ||
| cc: | Richard Lowenthal, M.S., MBA, ARS Pharmaceuticals, Inc. Kenneth J. Rollins, Cooley LLP Asa M. Henin, Cooley LLP | |