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 |
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Joshua Samples |
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Lilyanna Peyser |
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Sharon Blume |
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Sasha Parikh |
Re: |
Gemphire Therapeutics Inc. |
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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, |
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JEFFERIES LLC |
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RBC CAPITAL MARKETS, LLC |
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As representatives of the |
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several underwriters |
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JEFFERIES LLC |
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By: |
/s/ Dustin Tyner |
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Name: Dustin Tyner |
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Title: Managing Director |
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RBC CAPITAL MARKETS, LLC |
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By: |
/s/ Lorenzo Paoletti |
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Name: Lorenzo Paoletti |
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Title: Director |
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[Signature Page to Acceleration Request of the Underwriters]