SecProbe.io

Mail  Stop 4546
June 7 , 2017

Joseph Gardner, Ph.D.
President and Chief Executive Officer
Aerpio Pharmaceuticals, Inc.
9987 Carver Road
Cincinnati, OH 45242

Re: Aerpio  Pharmaceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed May 22 , 2017
  File No. 333 -217320

Dear Dr. Gardner :

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 comm ents.  Unless we note
otherwise, our references to prior comments are to comments in our May 12, 2017 letter.

Description of our Business
Our solution, page 58

1. We note your response to prior comment 5; however, the revised disclosure indicates that
the sole patient you highlight in Figure 4 represented only about 29% of all patients in the
cohort (i.e., patients who achieved a retinal thickness of less than 300 microns).  Please
revise the graphic so that it also illustrates, by comparison, the mean chan ge in retinal
thickness achieved by all 48 patients in the cohort.  Alternatively, please remove the
graphic.

Joseph Gardner, Ph.D.
Aerpio Pharmaceuticals, Inc.
June 7 , 2017
Page 2

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page
98

2. LWBJ, LLP’s letter dated April 14, 2017 filed as Ex hibit 16.1 to Form S -1 filed on April
14, 2017 refers to disclosure that i s not included in that filing.  As such, incorporating
that letter by reference into your S -1/A filed May 22, 2017 does not appear appropriate.
Please amend your filing to include a n updated exhibit 16.1 that refers to disclosure
herein.

Selling Stockholders, page 129

3. We note the last paragraph of your response to prior comment 8 that the selling
shareholders are “longtime investors” in Aerpio Therapeutics, Inc. With respect to ea ch
of the selling shareholders that were affiliates of Aerpio, such as the “major shareholders”
with board representation or pre -merger officers and directors you reference in your
response, please expand your response to tell us how long they have held th e Aerpio
shares, the circumstances under which they received them, their relationship to the issuer,
the amount of shares involved, and whether the shareholders are in the business of
underwriting securities.

You m ay contact Jacob Luxen burg at (202) 551 -2339  or James Rosenberg  at (202) 551 -
3679  if you have questions regarding comments on the financial statements and related matte rs.
Please contact Christine Westbrook  at (202) 551 -5019  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:  Danielle Lauzon, Esq.
      Goodwin Proctor LLP