April 20, 2021
VIA EDGAR AND EMAIL
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Rain Therapeutics Inc.
Registration Statement on Form S-1 (File No. 333-254998)
Dear Mr. Gessert and Ms. Crotty:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the Act), Rain Therapeutics Inc. (the Company) hereby requests that the effective date of the above-referenced registration statement (the Registration Statement) be accelerated to April 22, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.
Once the Registration Statement is effective, please orally confirm the event with our counsel, Gibson, Dunn & Crutcher LLP by calling Branden C. Berns at (415) 393-4631.
RAIN THERAPEUTICS INC.
|Chief Executive Officer|
Ryan A. Murr, Gibson, Dunn & Crutcher LLP
Branden C. Berns, Gibson, Dunn & Crutcher LLP