Withdrawal of Registration Statement (rw)
October 19 2017 - 6:03AM
Edgar (US Regulatory)
MyDx, Inc.
6335 Ferris Square, Suite B
San Diego, California 92121
October 19, 2017
VIA EDGAR
Pamela Long, Assistant Director
Office of Manufacturing and Construction
Division of Corporation Finance
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
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Re:
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MyDx, Inc. (the “Company”)
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Registration Statement on Form S-1 (File No. 333-205759)
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Ladies and Gentlemen:
Pursuant to Rule 477
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby respectfully requests
that the U.S. Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the
date hereof or at the earliest practicable date hereafter, of the Company’s Registration Statement on Form S-1 (File No.
333-205759), together with all exhibits thereto, initially filed with the Commission on July 20, 2015, as subsequently amended
on October 28, 2015, December 23, 2015, January 20, 2016, February 12, 2016, and May 10, 2016 (the “Registration Statement”).
The Company has determined
at this time not to proceed with the offering due to market conditions and requests that the Commission consent to this application
on the grounds that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors,
as contemplated by paragraph (a) of Rule 477 under the Securities Act. The Company may undertake a subsequent private offering
in reliance on Rule 155(c) of the Securities Act.
The Registration Statement
was not declared effective and no securities were issued or sold pursuant to the Registration Statement. In accordance with Rule
457(p) under the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of the
Registration Statement be credited as an offset to the filing fees for future registration statements.
Respectfully,
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MyDx, Inc.
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By:
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/s/ Daniel R. Yazbeck
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Name:
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Daniel R. Yazbeck
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Title:
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Chief Executive Officer
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