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AzurRx BioPharma, Inc. - FORM correspondence

November 5,
2019

VIA EDGAR

Ada
Sarmento

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
DC 20549

Re:

AzurRx
BioPharma, Inc.

Preliminary
Proxy Statement on Schedule 14A

Filed
October 28, 2019

File
No. 001-37853

Dear
Ms. Sarmento:

On
behalf of AzurRx BioPharma, Inc. (the “Company”), please find below the
response to the comment issued by the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) contained in the
Staff’s letter dated November 4, 2019 (the
“Comment
Letter”), concerning the Company’s Preliminary
Proxy Statement on Schedule 14A filed with the Commission on
October 28, 2019 (the “Preliminary Proxy Statement”). In
addition, we are filing herewith a revised Preliminary Proxy
Statement on Schedule 14A (the “Revised Preliminary Proxy
Statement”) to reflect amendments to the Preliminary
Proxy Statement that address the Staff’s comment contained in
the Comment Letter, as well as to supplement certain disclosures in
the Preliminary Proxy Statement.

For
your convenience, we have included the text of the Staff’s
comment preceding the Company’s response. Set forth below is
the Company’s response to the comment presented in the
Comment Letter.

Preliminary Proxy Statement on Schedule 14A

Proposal No. 2, page 18

1.

Please
revise your disclosure to discuss the potential dilutive effect of
the reverse stock split and whether you have any current plans to
issue the additional authorized shares that will result from the
reverse stock split.

Response

As
advised by our counsel, Daniel W. Rumsey in a call with Ms.
Sarmento on November 4, 2019, the Preliminary Proxy Statement
(Proposal No. 2) did not propose an increase in the Company’s
authorized capital stock, including its Common Stock; however,
since the date of filing the Preliminary Proxy Statement, the Board
of Directors of the Company has determined to increase the number
of shares of authorized Common Stock of the Company by 50,000,000
shares, regardless of whether the Reverse Split is approved by
stockholders, and/or the reverse split ratio selected by the Board
of Directors. As a result, and in response to the Staff’s
comment, the Company has revised the Revised Preliminary Proxy
Statement to include a separate proposal to increase the number of
shares of authorized Common Stock by 50,000,000 shares, which
separate proposal includes disclosure regarding the potential
dilutive effect that will occur as a result of an increase in the
number of authorized Common Stock. In addition, the Company has
also added disclosure to the Revised Preliminary Proxy Statement to
clarify that the Company does not have any current plans,
proposals, discussions or arrangements to issue the additional
shares of Common Stock that will result from the proposed amendment
to the Charter to increase the number of authorized shares of
Common Stock.

We
confirm that we are responsible for the accuracy and adequacy of
the disclosures, notwithstanding any review, comments, action or
absence of action by the Staff.

Respectfully
submitted,

/s/ James
Sapirstein

James
Sapirstein

Chief
Executive Officer

cc:
Jessica R. Sudweeks, Esq.