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May 5, 2020
Maurizio Chiriva Internati, DBSc., Ph.Ds.
Chief Executive Officer
Kiromic Biopharma, Inc.
7707 Fannin, Suite 140
Houston, TX 77054
Re:Kiromic Biopharma, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 8, 2019
CIK No. 0001792581
Dear Dr. Internati:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amended Draft Registration Statement on Form S-1 submitted April 8, 2020
Use of Proceeds, page 52
1.We note your revisions in response to comment 9 that a portion of the proceeds will be
used to initiate the Phase 1/2 clinical trials for the ALEXIS AIDT-1 product candidate.
Please disclose how far in the Phase 1/2 trials you expect the portion of the offering
proceeds allocated to this use will enable you to reach.
License Agreements
Mercer University, page 89
2.We note your revisions in response to prior comment 8. Please expand to disclose the
royalty rate or a range that does not exceed 10 points. Also disclose when the last-to-

 FirstName LastNameMaurizio Chiriva Internati, DBSc., Ph.Ds.
 Comapany NameKiromic Biopharma, Inc.
 May 5, 2020 Page 2
 FirstName LastName
Maurizio Chiriva Internati, DBSc., Ph.Ds.
Kiromic Biopharma, Inc.
May 5, 2020
Page 2
expire patent is currently scheduled to expire. Provide similar disclosure for the CGA 369
agreement.
Description of Securities, page 120
3.We note that your forum selection provision in the certificate of incorporation filed as
Exhibit 3.1 identifies the Court of Chancery as the exclusive forum for certain litigation,
including any “derivative action,” except for claims for which the Court of Chancery does
not have subject matter jurisdiction. Please describe this provision in your
prospectus. Also disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. If so, please also state that there is uncertainty as to
whether a court would enforce such provision. If the provision applies to Securities Act
claims, please also state that investors cannot waive compliance with the federal securities
laws and the rules and regulations thereunder. In that regard, we note that 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 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.
Consolidated Financial Statements
Note 12. Subsequent Events, page F-28
4.Please revise to provide additional disclosure about how you are accounting for the joint
venture with Molipharma under ASC 323 and ASC 810.  In that regard, we see
that financial support appears to be split between you and Molipharma.
            You may contact Kristin Lochhead at 202-551-3664 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Paul Fischer at 202-551-3415 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Justin Anslow