Correspondence 0001753926-22-001594 from LIPELLA PHARMACEUTICALS INC. (LIPO)
LIPELLA PHARMACEUTICALS INC.
Date: Dec. 15, 2022 · CIK: 0001347242 · Accession: 0001753926-22-001594
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File numbers found in text: 333-266397
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CORRESP
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Lipella Pharmaceuticals Inc.
7800 Susquehanna St., Suite 505
Pittsburgh, Pennsylvania 15208
December 15, 2022
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, NE
Washington, D.C. 20549
Re:
Lipella Pharmaceuticals Inc.
File No. 333-266397
Registration Statement on Form S-1, as amended
Dear
Sir and Madam:
Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), Lipella Pharmaceuticals Inc. (the “Registrant”) hereby
requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate
the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective
on December 19, 2022, at 3:00 p.m. Eastern Time, or as soon thereafter as practicable.
The Registrant understands that the Commission will
consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Registrant
is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed sale
of the securities specified in the Registration Statement by the Registrant.
Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David Danovitch at (212) 660-3060, or in his
absence, Michael DeDonato at (212) 660-3038 or Benjamin Armour at (617) 338-2423. We also respectfully request that a copy of the
written order from the Commission verifying the effective date and time of the Registration Statement be sent to Mr. Danovitch via email
at ddanovitch@sullivanlaw.com and Mr. DeDonato via email at mdedonato@sullivanlaw.com.
Under separate cover, you will receive today
a letter from the representative of the underwriters of the proposed offering joining in the Company’s request for acceleration
of the effectiveness of the Registration Statement.
Sincerely,
Lipella Pharmaceuticals Inc.
By:
/s/
Jonathan Kaufman
Name: Jonathan Kaufman
Title: Chief Executive Officer
cc:
David E. Danovitch,
Esq., Sullivan & Worcester LLP
Michael
DeDonato, Esq., Sullivan & Worcester LLP
Benjamin
Armour, Esq., Sullivan & Worcester LLP