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SEC Comment Letter for KIORA PHARMACEUTICALS INC (KPRX) (CIK 0001372514) (KPRX) — Apr 7, 2016

KIORA PHARMACEUTICALS INC (KPRX) (CIK 0001372514)
Date: April 7, 2016 · CIK: 0001372514 · Accession: 0000000000-16-071355

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File numbers found in text: 333-210557

Date
April 7, 2016
Author
/s/ Mary Beth Breslin for
Form
UPLOAD
Company
KIORA PHARMACEUTICALS INC (KPRX) (CIK 0001372514)

Letter

Mail Stop 4720 April 7, 2016 Stephen From President and Chief Executive Officer EyeGate Pharmaceuticals, Inc. 271 Waverley Oaks Road, Suite 108 Waltham, MA 02452

Re: EyeGate Pharmaceuticals, Inc. Registration Statement on Form S-3 Filed April 1, 2016 File No. 333-210557

Dear Mr. From:

We have limited our review of your registration statement to those issues we have addressed in our comments. 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 yo ur response.

After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.

Incorporation of Certain Documents by Reference, page 37

1. We note that you incor porate by reference your Form 10 -K for the fiscal year ended December 31, 2015 ; however, the Form 10 -K incorporates by reference information from your definitive proxy statem ent that has not yet been filed . Please note that we will not be in a position to accelerate the effective date of your registration statement until you have amended the Form 10 -K to include Part III information or filed the definitive proxy statement. Please refer to Compliance and Disclosure Interp retations, Securities Act Forms Questi on 123.01 and Regulation S -K Question 117.05 for guidance.

Exhibit Index

2. We note your indication that you may file Exhibits 4.1 and 4.2 by amendment or as exhibit s to a document to be incorporated or deemed to be incorporated by reference to this registration statement. Please be advised that your indenture s must be filed with the registration statement, and qualified under the Trust Indenture Act of 1939, at the time the registration statement is declared effective. Accordingly, please file the indenture s as

Stephen From EyeGate Pharmaceuticals, Inc. April 7, 2016 Page 2

exhibit s to the registration statement prior to effectivenes s. For guidance, please refer to Compliance and Disclosure Interp retations , Trust Indenture Act of 1939 Questions 201.02 and 201.04.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Stephen From EyeGate Pharmaceuticals, Inc. April 7, 2016 Page 3

Please contact Irene Paik at (202) 551 -6553 or Mary Beth Breslin at (202) 551 -3625 with any other questions.

Sincerely,
/s/ Mary Beth Breslin for

Show Raw Text
Mail Stop 4720
April 7, 2016

Stephen From
President and Chief Executive Officer
EyeGate Pharmaceuticals, Inc.
271 Waverley Oaks Road, Suite 108
Waltham, MA 02452

Re: EyeGate  Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  April 1, 2016
  File No.  333-210557

Dear Mr. From:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  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 yo ur response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Incorporation of Certain Documents by Reference, page 37

1. We note that you incor porate by reference your Form 10 -K for the fiscal year ended
December 31, 2015 ; however, the Form 10 -K incorporates by reference information from
your definitive proxy statem ent that has not yet been filed .  Please note that we will not
be in a position to accelerate the effective date of your registration statement  until you
have amended the Form 10 -K to include Part III information or filed the definitive proxy
statement. Please refer to Compliance and Disclosure Interp retations, Securities Act
Forms  Questi on 123.01 and Regulation S -K Question 117.05 for guidance.

Exhibit Index

2. We note your indication that you may file Exhibits 4.1 and 4.2 by amendment or as
exhibit s to a document to be incorporated  or deemed to be incorporated by reference to
this registration statement.  Please be advised that your  indenture s must be filed with  the
registration statement, and qualified under the Trust  Indenture Act of 1939, at the time
the registration statement is declared effective.   Accordingly, please  file the indenture s as

Stephen From
EyeGate Pharmaceuticals, Inc.
April 7, 2016
Page 2

 exhibit s to the registration statement prior to effectivenes s.  For guidance, please refer to
Compliance and Disclosure Interp retations , Trust Indenture Act of 1939 Questions
201.02 and 201.04.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the  disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Stephen From
EyeGate Pharmaceuticals, Inc.
April 7, 2016
Page 3

 Please contact Irene Paik  at (202) 551 -6553  or Mary Beth Breslin  at (202) 551 -3625  with
any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: J. Fraser Collin
 Burns & Levinson LLP