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May 5, 2020
Tsontcho Ianchulev
Chief Executive Officer
Eyenovia, Inc.
295 Madison Avenue, Suite 2400
New York, New York 10017
Re:Eyenovia, Inc.
Registration Statement on Form S-3
Filed April 22, 2020
File No. 333-237790
Dear Mr. Ianchulev:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 comments.
Registration Statement on Form S-3 filed on April 22, 2020, file no. 333-237790
Exhibit 5.1, Opinion of Wyrick Robbins, page II-1
1.Please revise your legality opinion to differentiate between shares currently outstanding,
and those yet to be issued. With respect to the 2,675,293 shares registered for resale
currently outstanding, your opinion should state that the shares "are" and not "will be"
legally issued, fully paid, and non-assessable. Please refer to Staff Legal Bulletin 19,
Legality and Tax Opinions, Section II.2.h.

General
2.We note that Article X of your Third Amended and Restated Certificate of Incorporation
provides for the Court of Chancery of the State of Delaware as the exclusive forum for

 FirstName LastNameTsontcho Ianchulev
 Comapany NameEyenovia, Inc.
 May 5, 2020 Page 2
 FirstName LastName
Tsontcho Ianchulev
Eyenovia, Inc.
May 5, 2020
Page 2
certain litigation, including any “derivative action.” Please disclose whether this provision
applies to actions arising under the Securities Act or Exchange Act. In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder. If the provision applies to
Securities Act claims, please also revise your prospectus to state that there is uncertainty
as to whether a court would enforce such provision and that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder. If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing documents states
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Paul Fischer, Staff Attorney, at 202-551-3415 or Celeste M. Murphy,
Legal Branch Chief, at 202-551-3257 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lorna Knick, Esq.