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December 12, 2022
Jonathan Kaufman
Chief Executive Officer
Lipella Pharmaceuticals Inc.
7800 Susquehanna St., Suite 505
Pittsburgh, PA 15208
Re:Lipella Pharmaceuticals Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed December 8, 2022
File No. 333-266397
Dear Jonathan Kaufman:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 5, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed December 8, 2022
Cover Page
1.We note your response to prior comment 1 and your revised disclosure where you define
the "Offering" as both (emphasis added) the "initial public offering of the IPO Shares and
the offering of the Stockholder Shares" and your disclosure on page 94 where you
state that "[f]ollowing the expiration or termination of this Offering of the IPO Shares...,"
and reissue in part. Since the term "Offering" includes "Stockholder Shares" your
disclosure on page 94 remains unclear as your disclosure appears to indicate the Offering
of Stockholder Shares will continue following the expiration or termination of this
"Offering." To the extent the IPO Prospectus and the Resale Prospectus have

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 December 12, 2022 Page 2
 FirstName LastNameJonathan Kaufman
Lipella Pharmaceuticals Inc.
December 12, 2022
Page 2

different durations of their respective offerings, please update your disclosure or defined
terms or otherwise advise.
2.Given there is no established market for your securities, please disclose the fixed price
you intend to sell the Stockholder Shares listed in this prospectus. Please refer to Item
501(b)(3) of Regulation S-K and Schedule A, paragraph 16 of the Securities Act. We will
not object if you disclose that the Stockholder Shares will be sold at the disclosed fixed
price until your shares are listed on Nasdaq and thereafter at prevailing market prices or
privately negotiated prices.
3.We note your cover page disclosure appears to indicate that the underwriting discounts
will only apply to the "IPO Shares" when you state that the underwriting discounts are "a
cash fee of 9% of the aggregate gross proceeds raised in the Offering with respect to the
IPO Shares in the Offering." However, we note your "Plan of Distribution" states "[t]he
Selling Stockholders will pay all underwriting discounts and commissions and similar
selling expenses, if any, attributable to the sale of the Stockholder Shares covered by this
prospectus." In addition, we note your disclosure in your "Explanatory Note" that "the
Underwriting section from the IPO Prospectus will not be included in the Resale
Prospectus" and the IPO Prospectus only covers the IPO Shares. To the extent, secondary
shares are being sold in your IPO Prospectus please revise your Explanatory Note
disclosure or otherwise advise. In addition, please file your alternative pages you identify
in your Explanatory Notes.
Recent Developments, page 4
4.We note the pro forma loss per share information for "the quarterly period" ended
September 30, 2022.  For clarity, please refer to this period as "the nine months ended
September 30, 2022".  In addition, provide similar pro forma information for the year
ended December 31, 2021.
Exhibits
5.We note that your Exhibit 5.1, legal opinion, appears to only cover the estimated proposed
maximum aggregate offering price and not the specific volume of securities included on
your cover page. Please revise your legal opinion to cover the specific amount of
securities being registered.
            You may contact Eric Atallah at 202-551-3663 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jason Drory at 202-551-8342 or Anne Parker at 202-551-3611 with any other questions.
Sincerely,

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 December 12, 2022 Page 3
 FirstName LastName
Jonathan Kaufman
Lipella Pharmaceuticals Inc.
December 12, 2022
Page 3
Division of Corporation Finance
Office of Life Sciences
cc:       Michael DeDonato, Esq.