SecProbe.io

CORRESP
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        Scott E. Bartel

        633 West 5th Street, Suite 4000

        Los Angeles, California 90071

        Scott.Bartel@lewisbrisbois.com

        Direct: 213.358.6174

May 22, 2020

Ms. Sasha Parikh

Ms. Vanessa Robertson

Ms. Irene Paik

Mr. Jeffrey Gabor

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Lantern Pharma Inc.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed May 19, 2020

    File No. 333-237714

Ladies and Gentleman:

On behalf of our client, Lantern Pharma Inc.
(the “Company”), we are submitting this letter in response to comments received from the staff (the “Staff”)
of Securities and Exchange Commission (“SEC”) by letter dated May 21, 2020, (the “Comment Letter”) with
respect to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed with the Commission on May 19, 2020
(the “Registration Statement”).

For the Staff’s convenience, the numbering
of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, the text of which we have restated
in italicized type, followed by the Company’s response.

ARIZONA
● CALIFORNIA ● COLORADO ● CONNECTICUT ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA ● KANSAS
● KENTUCKY

LOUISIANA
● MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSOURI ● NEVADA ● NEW JERSEY ● NEW MEXICO ●
NEW YORK

NORTH
CAROLINA ● OHIO ● OREGON ● PENNSYLVANIA ● RHODE ISLAND ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON
● WEST VIRGINIA

Securities and Exchange Commission

May 22, 2020

Page 2

Amendment No. 2 to Form S-1 filed May 19, 2020

Dilution, page 62

 1. Please provide us your calculation of historical net tangible book value of approximately $(7,365,888). Please explain why
your disclosure in this section states that that the stock split will be effective immediately prior to the closing of the offering.
The disclosure in the subsequent events footnote states that the stock split is contingent upon the successful completion of the
Company’s IPO and that the financial statements do not reflect the effects of this contingent action.

The following table reflects the calculation
of historical net tangible book value of approximately $(7,365,888).

    March 31,
 2020

    Actual

    Capitalization

    Preferred Stock
    $ 140

    Common Stock
    $ 117

    Additional Paid in Capital
    $ 7,765,192

    Accumulated Deficit
    $ (7,228,981 )

    Total Shareholders' equity
    $ 536,468

    Deferred Offering Costs
    $ (263,380 )

    Net Tangible Book Value (before Series A liquidation preference of $5.45 per share)
    $ 273,088

    Total Series A liquidation preference
    $ (7,638,976 )

    Net Tangible Book Value
    $ (7,365,888 )

As the table above indicates, the Company had
total shareholder equity of $536,468 as of March 31, 2020. Deferred offering costs of $266,380 was then subtracted to arrive at
a net tangible book value of $273,088 before adjustment for the liquidation preference applicable to the Series A preferred
stock of $7,638,976 which was then subtracted resulting in an historical net tangible book value of $(7,365,888).

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

Securities and Exchange Commission

May 22, 2020

Page 3

The Company respectfully submits that disclosure
in the Dilution section of the prospectus that the forward stock split will be effective immediately prior to the closing of the
offering is not materially different from the subsequent event footnote that the stock split is contingent upon the successful
completion of the Company’s IPO. Reference to “immediately prior to the closing” refers to the chronological
order of the steps that will be taken “at the closing” which will mark the “successful completion of the Company’s
IPO.” Furthermore, because the forward stock split is contingent upon a future event, the Company believes that disclosure
of the contingency and that the financial statements do not reflect the effects of the stock split is materially correct. From
a disclosure perspective, the Company believes that its disclosures in the prospectus are materially adequate and that additional
disclosure in a pre-effective amendment should not be required.

Please contact me at (213) 358-6174 or my
partner Daniel B. Eng at (415) 262-8508 with any questions or further comments regarding the Company’s responses to the Staff’s
comments.

    Very truly yours,

    LEWIS BRISBOIS BISGAARD & SMITH llp

    /s/ Scott E. Bartel

    Scott E. Bartel

    Partner

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com