Gibson, Dunn & Crutcher LLP
555 Mission Street
San Francisco, CA 94105-0921
April 19, 2021
CONFIDENTIAL SUBMISSION VIA EDGAR AND HAND DELIVERY
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Healthcare & Insurance
100 F Street, N.E.
Washington, D.C. 20549
Attn: David Gessert and Laura Crotty
Rain Therapeutics Inc.
Registration Statement on Form S-1
Filed April 2, 2021
File No. 333-254998
Ladies and Gentlemen:
On behalf of Rain Therapeutics Inc. (the Company), this letter responds to the comment of the staff of the Securities and Exchange Commission Division of Corporation Finance (the Staff) contained in your letter, dated April 8, 2021 (the Comment Letter), regarding the above-referenced Registration Statement on Form S-1, filed on April 2, 2021. The Staffs comment is set forth below, followed by the Companys response. For ease of reference, the heading and numbered paragraph below correspond to the heading and numbered comment in the Comment Letter. The response of the Company is set forth in ordinary type beneath the Staffs comment, which is set out in bold type. The page references in our response correspond to the page numbers of the Amendment No. 2 to Registration Statement on Form S-1 (the Registration Statement), which is being filed today.
Our Development Pipeline, page 2
We note the revisions to your pipeline table made in response to prior comment 1. With respect to RAIN-32, please revise the Completed TrialsTiming section of the table to identify the phase of the completed trial.
In response to the Staffs comment, the Company has revised its pipeline table on pages 2 and 63 of the Registration Statement to identify the phase of the completed trial.
If you have any questions regarding the Registration Statement or the responses set forth above, please do not hesitate to call me at (415) 393-8373.
/s/ Ryan A. Murr
Ryan A. Murr
Avanish Vellanki, Rain Therapeutics Inc.
Robert Doebele, Rain Therapeutics Inc.
Branden C. Berns, Gibson Dunn & Crutcher LLP
Brian J. Cuneo, Latham & Watkins LLP
Chris G. Geissinger, Latham & Watkins LLP
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