October 2, 2019
President and Chief Executive Officer
TFF Pharmaceuticals, Inc.
2801 Via Fortuna, Suite 425
Austin, Texas 78746
Re: TFF Pharmaceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 27, 2019
File No. 333-233378
Dear Mr. Mattes:
We have reviewed your amended registration statement and have the
comment. Please respond to this letter by amending your registration statement
the requested information. If you do not believe our comment applies to your
circumstances or do not believe an amendment is appropriate, please tell us why
response. After reviewing any amendment to your registration statement and the
you provide in response to this comment, we may have additional comments.
Amendment No. 1 to Form S-1 filed September 27, 2019
1. Please provide an opinion of counsel that addresses whether the warrants
binding obligation of the issuer under the law of the jurisdiction
governing the warrants.
For guidance, please refer to Section II.B.1.f of Staff Legal Bulletin
You may contact Christine Torney at 202-551-3652 or Mark Brunhofer at
if you have questions regarding comments on the financial statements and
matters. Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at
any other questions.
Office of Life
cc: Daniel K. Donahue - Greenberg Traurig, LLP