SecProbe.io

Mail Stop 4546
May 2, 2016

Via E -mail
Mina Sooch
Chief Executive Officer
Gemphire Therapeutics Inc.
43334 Seven Mile Road, Suite 1000
Northville, Michigan 48167

Re: Gemphire Therapeutics Inc.
Registration Statement on Form S -1
Response dated April 22, 2016
  File No. 333-210815

Dear Ms. Sooch :

We have reviewed your 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 no t 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.

Critical Accounti ng Policies and Estimates

Stock -Based Compensation

Common Stock Valuation, page 78

1. We noted the use of the potential Series B convertible preferred stock financing (potential
Series B financing) in your Septem ber 18 and 30, 2015 valuations.  Please provide us
additional information with regards to the potential Series B financing so we may better
understand your valuations.  In this regard, tell us:

Mina Sooch
Gemphire Therapeutics Inc.
May 2, 2016
Page 2

  why it is appropriate to include the potential Series B financing in both of your
September 20 15 valuations;
 when the discussions began for this financing round, when you expect to complete the
financing, and any difficulties you are facing in completing the financing;
 with whom are you discussing the potential financing with (i.e. new investors, prior
investors, related parties);
 the economic rights you are anticipating granting to the Series B preferred stock
holders in relation to the rights of other equity holders; and
 your intention  with respect to providing disclosure  regarding the potential Series B
financing in your registration statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of  1933 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.

Notwith standing our comments, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delega ted 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 to delegated authority, in
declaring the filing effective, doe s 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration stateme nt 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 speci fied 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.

Mina Sooch
Gemphire Therapeutics Inc.
May 2, 2016
Page 3

 You may contact  Sasha Parikh, Staff Accountant, at (202) 551 -3627 or Sharon Blume,
Accounting Branch Chief, at (202) 551 -3474 if you have questions regarding comments on the
financial statements and related matters.   Please contact  Alexandra M. Ledbetter, Staff Attorney,
at (202) 551 -3317 or Lilyanna Peyser, Special Counsel, at (2 02) 551 -3222 with any other
questions.

Sincerely,

        /s/ Lilyanna Peyser for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Phillip D. Torrence, Esq.
Honigman Miller Schwartz and Cohn LLP