SecProbe.io

Mail Stop 4546

August 3, 2016

Johan M. (Thijs) Spoor
President and Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 217
Brooklyn, NY 11226

Re: AzurRx BioPharma, Inc.
  Amendment No. 1 to Registration Statement on Form S -1
Filed July 29 , 2016
  File No. 333 -212511

Dear Mr. Spoor:

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 comm ents 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 July 26, 2016 letter .

Capitalization, page 25

1. “Notes payable” reflected in the table herein appears to include both “convertibl e promissory
notes” and “convertible debt” on the balance sheet.  Therefore, the conversion of convertible
promissory notes into OID convertible notes does not appear to increase Notes payable.  If
this is correct, please revise your pro forma disclosure, (ii).

2. Please tell us where you disclose the terms of $1,859,000 OID convertible debt that were
issued subsequent to March 31, 2016.

Johan M. (Thijs) Spoor
AzurRx BioPharma, Inc.
August 3 , 2016
Page 2

 3. Please provide us an analysis to support why no beneficial conversion feature needs to be
reflected in the pro forma for c onvertible preferred stock or convertible notes.

Note 10 – Original Issue Discounted Convertible Notes, page F -17

4. In your response to previous comment 1, you reference December 31, 2015 common stock
fair value for estimating the value of the conversion f eature at March 31, 2016.  Please
confirm that no significant event occurred between December 31, 2015 and March 31, 2016
that affected the fair value of your common stock.  Otherwise, please revise your analysis.

5. Refer to your response to comment 4 in ou r letter dated June 30, 2016 and address the
following:
 Tell us the technique(s) you used to fair value the common stock underlying your
convertible debt;
 Tell us the significant factors contributing to the difference in the fair value of
common stock at M arch 31, 2016 to the midpoint of your estimated IPO price range
of $7.00; and
 Quantify the impact that each factor identified above has had on your common stock
fair value.  In this regard, it may be helpful to tell us what the common stock fair
value would have been on March 31, 2016 if you had assumed 100% probability in
the IPO event while holding all other assumptions constant.

You may contact Keira Nakada at (202) 551 -3659 or Lisa Vanjoske at (202) 551 -3614 if
you have questions regarding comments  on the financial statements and related matters.  Please
contact Josh Samples  at (202) 551 -3199 or me at (202) 551 -3675 with any other questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: David J. Levine, E sq.
 Loeb & Loeb LLP