VIA EDGAR

 

March 10, 2014

 

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3010

Washington, D.C. 20549

Attention: Jeffrey P. Riedler

 

Re:	Dipexium Pharmaceuticals, LLC
	Amendment No. 2 to Registration Statement on Form S-l
	Filed March 6, 2014
	File No. 333-193780

 

Dear Mr. Riedler:

 

On behalf of Dipexium Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”), we hereby submit for review by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) the Company’s response to a comment letter received from the Staff on March 10, 2014 relating to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (“Amendment No. 2”) filed with the Commission via EDGAR on March 6, 2014.  For the Staff’s convenience, the Staff’s comment is listed below in bold-faced type followed by the Company’s response.

 

Financial Statements

Notes to Financial Statements

Note 14 — Subsequent Events, page F-15

 

1.                                      Please revise Note 14 to disclose subsequent events through the date the financial statements are issued.  Refer to ASC 855-10-25-1A.

 

Further to our discussions with the Staff, the Company confirms that, other than as disclosed on page F-15, there have been no other reportable subsequent events since February 5, 2014, the date that the financial statements included in Amendment No. 2 were issued.

 

In addition, in accordance with the Staff’s comment and our discussions with the Staff, we undertake to revise the final paragraph on page F-15 of the final prospectus to be filed pursuant to Commission Rule 424(b) as follows: “The Company has evaluated subsequent events through the date the financial statements were issued.”

 

* * * *

 

 

We thank the Staff in advance for its consideration of the foregoing response.  Should you have any questions concerning the foregoing responses, please contact me at (212) 370-1300.

 

		Sincerely,
		/s/ Lawrence A. Rosenbloom
		Lawrence A. Rosenbloom
cc:	Dipexium Pharmaceuticals, LLC
	Ivan K. Blumenthal, Esq.