Aerovate Therapeutics, Inc.

930 Winter Street, Suite M-500

Waltham, MA 02451

November 25, 2024

Via EDGAR Transmission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Re:

Aerovate Therapeutics, Inc. - Request for Withdrawal of Registration

Statement on Form S-3 (File No. 333-280094)

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Aerovate Therapeutics, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Company’s registration statement on Form S-3 (File No. 333-280094), together with the exhibits thereto, which was filed on June 10, 2024 (the “Registration Statement”), as of the date hereof or at the earliest practicable date hereafter. The Registration Statement has not been declared effective by the Commission and no securities have been issued or sold under the Registration Statement.

Accordingly, the Company respectfully requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Company’s account to be offset against the filing fee for any future registration statement or registration statements.

If you have questions regarding this request, please contact the Company’s legal counsel, Alicia Tschirhart, Esq., of Goodwin Procter LLP, at (415) 733-6156.

Very truly yours,

Aerovate Therapeutics, Inc.

/s/ Timothy P. Noyes

Chief Executive Officer

cc:

George Eldridge, Aerovate Therapeutics, Inc.

Edwin M. O’Connor, Esq., Goodwin Procter LLP

Alicia Tschirhart, Esq., Goodwin Procter LLP




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