SecProbe.io

<DOCUMENT>
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<TEXT>
 June 5, 2025

Richard Paolone
Interim Chief Executive Officer
Entero Therapeutics, Inc.
777 Yamato Road, Suite 502
Boca Raton, FL 33431

 Re: Entero Therapeutics, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed May 16, 2025
Dear Richard Paolone:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Ross Carmel, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<TEXT>
 May 30, 2025

Richard Paolone
Interim Chief Executive Officer
Entero Therapeutics, Inc.
777 Yamato Road, Suite 502
Boca Raton, FL 33431

 Re: Entero Therapeutics, Inc.
 Revised Preliminary Proxy Statement on Schedule 14A
 Filed May 27, 2025
 File No. 001-37853
Dear Richard Paolone:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Revised Preliminary Proxy Statement on Schedule 14A
Proposal No.1: Election of Directors
Background to Appointments of Messrs. Paolone, Corbett and Uppal, page 13

1. We note your disclosure that "[n]one of Mssrs. Uppal, Paolone or Corbett
have any
 relationship or affiliation with the BC Lender other than as appointees
designated by
 the BC Lender." We further note that is appears Mssrs. Paolone and
Corbett are
 employed by Oakridge Group. Please clarify whether BC Lender or its
control person,
 Alson Niu, have any relationship or affiliation with Oakridge Group or
Mssrs. Uppal,
 Paolone or Corbett or otherwise advise.
Director Compensation, page 15

2. Please revise to include principal occupations and employment during the
past five
 years for each nominee. See Item 7(b) of Schedule 14A and Item 401(e)(1)
of
 Regulation S-K. For example, only, we note the following positions are
not disclosed:
 It appears that Richard Paolone is a Partner in Oakridge Law, which
appears to be
 affiliated with Oakridge Group and Oakridge Securities, Inc.;
 May 30, 2025
Page 2

 It appears that Richard Paolone and Eric Corbett are directors of
Mixed Martial
 Arts Group Limited (NYSE American: MMA); and
 It appears that Manpreet Uppal is a real estate agent with the
Sutton Group-
 Alliance R.E.S.

 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.

 Please contact Jason Drory at 202-551-8342 or Laura Crotty at
202-551-7614 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Ross Carmel, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Entero Therapeutics, Inc.

 777 Yamato Road, Suite 502

 Boca Raton, Florida 33431

 May 30, 2025

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Jason Drory and Laura Crotty

 Re:
 Entero Therapeutics, Inc.

 Revised Preliminary Proxy Statement on Schedule 14A

 Filed May 27, 2025

 File No. 001-37853

 Dear Mr. Drory and Ms. Crotty:

 On behalf of Entero Therapeutics, Inc.
(the “Company”), please find below responses to comments provided by the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) in its comment letter dated May 30, 2025, relating to the Company’s Amendment
No. 1 to the Preliminary Proxy Statement on Schedule 14A filed on May 27, 2025. Concurrently with the submission of this letter, the Company
is filing amendment No. 2 to the Preliminary Proxy Statement (the “Amendment No.2”) via EDGAR to the Commission.

 The Company’s
responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments contained
in the comment letter have been restated and are followed by the Company’s responses.

 Proposal No. 1: Election of Directors

 Background to Appointments of Messrs. Paolone,
Corbett and Uppal, page 13

 1.
 We note your disclosure that "[n]one of Mssrs. Uppal, Paolone or Corbett have any relationship or affiliation with the BC Lender other than as appointees designated by the BC Lender." We further note that is appears Mssrs. Paolone and Corbett are employed by Oakridge Group. Please clarify whether BC Lender or its control person, Alson Niu, have any relationship or affiliation with Oakridge Group or Mssrs. Uppal, Paolone or Corbett or otherwise advise.

 Response:

 The Company has revised the Preliminary Proxy
Statement on page 14 to address the Staff’s comment under the heading “Background to the Background
to Appointments of Messrs. Paolone, Corbett and Uppal”. The Company notes that none of Mssrs. Uppal, Paolone or Corbett and none
of Oakridge Securities Inc.(where Mr. Corbett is employed as Managing Director) or Oakridge Law LLP (where Mr. Paolone is a partner) have
any relationship or affiliation with the BC Lender or with Mr. Nui other than as appointees designated by the BC Lender. The Company also
notes that although Mr. Corbett is employed at Oakridge Securities Inc. and Mr. Paolone is a partner at Oakridge
Law LLP, and although the two entities share the same branding, the two entities are distinct
entities with each entity having its own operational team and distinct beneficial owners.

 Director Compensation, page 15

 2.
 Please revise to include principal occupations and employment during the past five years for each nominee. See Item 7(b) of Schedule 14A and Item 401(e)(1) of Regulation S-K. For example, only, we note the following positions are not disclosed.

 · it appears that Richard Paolone is a Partner in Oakridge Law, which appears to be affiliated with Oakridge
Group and Oakridge Securities, Inc.;

 · It appears that Richard Paolone and Eric Corbett are directors of Mixed Martial Arts Group Limited (NYSE
American: MMA); and

 · It appears that Manpreet Uppal is a real estate agent with the Sutton Group-Alliance R.E.S.

 Response:

 The Company has revised the Preliminary Proxy Statement
on pages 15 and 16.

 Should you have additional
questions regarding the information contained herein or in the Registration Statement, please contact the undersigned at Ross Carmel, Esq.,
 rcarmel@srfc.law , or Avital Perlman, Esq. at aperlman@srfc.law .

 Very truly yours,

 By:
 /s/ Richard Paolone

 Name:
 Richard Paolone

 cc:
 Ross Carmel, Esq.

 Avital Perlman, Esq.

CORRESP
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 Entero Therapeutics, Inc.

 777 Yamato Road, Suite 502

 Boca Raton, Florida 33431

 May 27, 2025

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Jason Drory and Laura Crotty

 Re:
 Entero Therapeutics, Inc.

 Preliminary Proxy Statement on Schedule 14A

 Filed May 16, 2025

 File No. 001-37853

 Dear Mr. Drory and Ms. Crotty:

 On behalf of Entero Therapeutics, Inc.
(the "Company"), please find below responses to comments provided by the staff (the "Staff") of the Securities
and Exchange Commission (the "Commission") in its comment letter dated May 22, 2025, relating to the Company's
Preliminary Proxy Statement on Schedule 14A filed on May 16, 2025 (the "Orignal Filing"). Amendment No. 1 to the
Original Filing Statement revises the Original Filing to reflect the Company's responses to the comment letter dated May 22,
2025.

 The Company's responses
are numbered to correspond to the Staff's comments. For your convenience, each of the Staff's comments contained in the comment
letter have been restated and are followed by the Company's responses.

 Proposal No. 1: Election of Directors,
page 13

 1.

 We note the disclosure on page 4 of your
 registration statement on Form S-1 filed May 12, 2025, that "Richard Paolone, Eric Corbett, and Mike Uppal, all appointees
 of Corbo Capital, had joined the Company's Board of Directors" and your disclosure on page 14 that your "entry into
 a revolving loan agreement with 1396974 BC Ltd. grant[ed] them the right to replace three board members." Please revise your disclosure
 here to:

 ·
 Identify the board nominees that were appointed or nominated by Corbo Capital or 1396974 BC Ltd.;
 · Disclose the events leading up to their
 appointment and how they were selected to serve on the company's board of directors; and
 · Clarify each board nominee's relationship
 or affiliation with Corbo Capital and/or 1396974 BC Ltd. or otherwise advise.

 Response:

 The Company has revised the Original Filing on
page 13 to address the Staff's comment under the heading "Background to the Background to
Appointments of Messrs. Paolone, Corbett and Uppal". The Company notes that Corbo Capital ("Corbo") was a potential
provider of capital to the Company and the proposed transaction between Corbo and the Company was never consummated. Corbo did not nominate
any directors to the board of the Company and no nominee has any relationship or affiliation with Corbo. The Company will clarify the
disclosure relating to Corbo in the next amendment to the Form S-1 filed May 12, 2025.

 Proposal No. 2: Reverse Split Proposal, page 32

 2.

 Please revise your preliminary proxy statement
both here and throughout to disclose the range of the proposed reverse stock split.

 Response:

 The
Company has revised the Original Filing on page 32 and throughout to disclose the 1:2 to 1:20 range of the proposed reverse
stock split.

 Should you have additional
questions regarding the information contained herein or in the Registration Statement, please contact the undersigned at Ross Carmel, Esq.,
 rcarmel@srfc.law , or Avital Perlman, Esq. at aperlman@srfc.law .

 Very truly yours,

 By:
 /s/ Richard Paolone

 Name:
 Richard Paolone

 cc:
 Ross Carmel, Esq.

 Avital Perlman, Esq.

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<TEXT>
 May 22, 2025

Richard Paolone
Interim Chief Executive Officer
Entero Therapeutics, Inc.
777 Yamato Road, Suite 502
Boca Raton, FL 33431

 Re: Entero Therapeutics, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed May 16, 2025
 File No. 001-37853
Dear Richard Paolone:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Proposal No. 1: Election of Directors, page 13

1. We note the disclosure on page 4 of your registration statement on Form
S-1 filed
 May 12, 2025, that "Richard Paolone, Eric Corbett, and Mike Uppal, all
appointees of
 Corbo Capital, had joined the Company s Board of Directors" and your
disclosure on
 page 14 that your "entry into a revolving loan agreement with 1396974 BC
Ltd.
 grant[ed] them the right to replace three board members." Please revise
your
 disclosure here to:
 Identify the board nominees that were appointed or nominated by
Corbo Capital
 or 1396974 BC Ltd.;
 Disclose the events leading up to their appointment and how they
were selected to
 serve on the company's board of directors; and
 Clarify each board nominee's relationship or affiliation with Corbo
Capital
 and/or 1396974 BC Ltd. or otherwise advise.
 May 22, 2025
Page 2
Proposal No. 2: Reverse Split Proposal, page 32

2. Please revise your preliminary proxy statement both here and throughout
to disclose
 the range of the proposed reverse stock split.

 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.

 Please contact Jason Drory at 202-551-8342 or Laura Crotty at
202-551-7614 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Ross Carmel, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Entero Therapeutics, Inc.

777 Yamato Road, Suite 502

Boca Raton, Florida 33431

June 7, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C.  20549

Attention: Jason Drory

    Re:
    Entero Therapeutics, Inc. (the “Company”)

Registration Statement on Form S-3

Filed on May 31, 2024

File No. 333-279896

Dear Mr. Drory:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, the Company hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 p.m. ET on June 10, 2024, or as soon as thereafter practicable.

Please call Jessica Yuan
of Ellenoff Grossman & Schole LLP at 212-370-1300 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    /s/ Sarah Romano

    Sarah Romano

    Chief Financial Officer

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
June 6, 2024
James Sapirstein
Chief Executive Officer
Entero Therapeutics, Inc.
777 Yamato Road, Suite 502
Boca Raton, FL 33431
Re:Entero Therapeutics, Inc.
Registration Statement on Form S-3
Filed May 31, 2024
File No. 333-279896
Dear James Sapirstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jessica Yuan

CORRESP
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First Wave BioPharma, Inc.

777 Yamato Road, Suite 502

Boca Raton, Florida 33431

January 16, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C.  20549

Attention: Jessica Dickerson

    Re:
    First Wave BioPharma, Inc. (the “Company”)

Registration Statement on Form S-3

Filed on January 8, 2024

File No. 333-276429

Dear Ms. Dickerson:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, the Company hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 p.m. ET on January 17, 2024, or as soon as thereafter practicable.

Please call Jessica Yuan
of Ellenoff Grossman & Schole LLP at 212-370-1300 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    /s/ Sarah Romano

    Sarah Romano

    Chief Financial Officer

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
January 12, 2024
James Sapirstein
Chief Executive Officer
First Wave BioPharma, Inc.
777 Yamato Road, Suite 502
Boca Raton, FL 33431
Re:First Wave BioPharma, Inc.
Registration Statement on Form S-3
Filed January 8, 2024
File No. 333-276429
Dear James Sapirstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jessica Yuan, Esq.

CORRESP
1
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September 28, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    First Wave BioPharma, Inc. (the “Company”)

    Registration Statement on Form S-3 (File No.
    333-274634)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration
Statement”) be declared effective by the Securities and Exchange Commission at 4:05 p.m., Eastern Time, on September 29, 2023, or
as soon as practicable thereafter.

Please call Steven Skolnick
of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    FIRST WAVE BIOPHARMA, INC.

    By:

    /s/ James Sapirstein

    Name:
    James Sapirstein

    Title:

    President, Chief Executive Officer and Chairman of the Board

    (Principal Executive Officer)

United States securities and exchange commission logo
September 26, 2023
James Sapirstein
Chief Executive Officer
First Wave BioPharma, Inc.
777 Yamato Road, Suite 502
Boca Raton, FL 33431
Re:First Wave BioPharma, Inc.
Registration Statement on Form S-3
Filed September 22, 2023
File No. 333-274634
Dear James Sapirstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael J. Lerner, Esq.

CORRESP
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July 14, 2023

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:

    First Wave BioPharma, Inc.

    Registration Statement on Form S-1 (Registration No. 333-272404), as amended – Withdrawal of Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on July 12, 2023, in which we, acting as placement agent on a best efforts basis in an offering pursuant
to the registration statement on Form S-1 (333-272404) (the “Registration Statement”), joined First Wave BioPharma,
Inc.’s request for acceleration of the effective date of the above-referenced Registration Statement for July 13, 2023 at 5:00 P.M.
(Eastern Time). First Wave BioPharma, Inc. is no longer requesting that such Registration Statement be declared effective at this time
and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    ROTH CAPITAL PARTNERS, LLC

    By:
    /s/ Aaron M. Gurewitz

    Name:
    Aaron M. Gurewitz

    Title:
    President & Head of Investment Bank

CORRESP
1
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July 14, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    First Wave BioPharma, Inc. (the “Company”)

    Withdrawal of Acceleration Request - Registration Statement on Form S-1 (File No. 333-272404)

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on July 12, 2023, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for July 13, 2023, at 5:00 p.m., Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as
amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw
our request for acceleration of the effective date.

Please call John D. Hogoboom
of Lowenstein Sandler LLP at 973-597-2382 with any questions.

    Very truly yours,

    FIRST WAVE BIOPHARMA, INC.

    By:
    /s/ James Sapirstein

    Name:
    James Sapirstein

    Title:
    Chief Executive Officer

CORRESP
1
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July 14, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    First Wave BioPharma, Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333- 272404)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration
Statement”) be declared effective by the Securities and Exchange Commission at 5:00 p.m., Eastern Time, on July 17, 2022, or as
soon as practicable thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff.

Please call John D. Hogoboom
of Lowenstein Sandler LLP at 973-597-2382 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    FIRST WAVE BIOPHARMA, INC.

    By:
    /s/ James Sapirstein

    Name:
    James Sapirstein

    Title:
    Chief Executive Officer

CORRESP
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Roth Capital Partners, LLC

888 San Clemente Drive

Newport Beach, CA 92660

July
14, 2023

Securities
and Exchange Commission

100
F Street, N.E.

Washington, D.C. 20549

 Re: First Wave BioPharma, Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-272404)

Ladies and Gentlemen:

In connection with the above-captioned
registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners,
LLC, as placement agent, hereby joins in the request of the Company that the effective date of such registration statement be accelerated
to 5:00 p.m. (Eastern time) on Monday, July 17, 2023, or as soon thereafter as practicable.

In making this
request the undersigned acknowledges that it is aware of its obligations under the Act as they relate to the public offering of securities
pursuant to the registration statement.

[Signature Page Follows]

Very
truly yours,

ROTH
CAPITAL PARTNERS, LLC,

By:
  /s/ Aaron M. Gurewitz

Name:
Aaron M. Gurewitz

Title:	President
 & Head of Investment Banking

CORRESP
1
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July 13, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    First Wave BioPharma, Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333- 272404)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration
Statement”) be declared effective by the Securities and Exchange Commission at 5:00 p.m., Eastern Time, on July 13, 2022, or as
soon as practicable thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff.

Please call John D. Hogoboom
of Lowenstein Sandler LLP at 973-597-2382 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    FIRST WAVE BIOPHARMA, INC.

    By:
    /s/ James Sapirstein

    Name:
    James Sapirstein

    Title:
    Chief Executive Officer

CORRESP
1
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Roth Capital Partners, LLC

888 San Clemente Drive

Newport Beach, CA 92660

July 13, 2023

Securities and Exchange Commission

100 F Street, N.E. Washington, D.C. 20549

  Re:
  First Wave BioPharma, Inc. (the “Company”)

  Registration Statement on Form S-1 (File No. 333-272404)

Ladies and Gentlemen:

In connection with the above-captioned
registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners,
LLC, as placement agent, hereby joins in the request of the Company that the effective date of such registration statement be accelerated
to 5:00 p.m. (Eastern time) on Thursday, July 13, 2023, or as soon thereafter as practicable.

In making this
request the undersigned acknowledges that it is aware of its obligations under the Act as they relate to the public offering of securities
pursuant to the registration statement.

[Signature Page Follows]

    Very truly yours,

    ROTH CAPITAL PARTNERS, LLC,

    By:
    /s/ Aaron M. Gurewitz

    Name:
    Aaron M. Gurewitz

    Title:
    President & Head of Investment Banking

CORRESP
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First Wave BioPharma, Inc.

777 Yamato Road, Suite 502

Boca Raton, FL 33431

July 11, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F St, N.E.

Washington, DC 20549

Attention: Lauren S. Hamill

 Re: First Wave BioPharma, Inc.

Registration Statement on Form S-1

Filed June 5, 2023

File No. 333-272404

Dear Ms. Hamill:

First Wave BioPharma, Inc.
(the “Company”), is hereby responding to the comment (the “Comment”) provided orally by you (the “Staff”)
on July 10, 2023 regarding the Company’s Registration Statement on Form S-1, filed with the Commission on June 5, 2023, as amended
on July 7, 2023 (the “Original Registration Statement”). In response to the Comment, the Company is filing today Amendment
No. 2 to the Original Registration Statement (as so amended, the “Registration Statement”).

The Comment requested that
the Company amend the Original Registration Statement to state in the heading of the cover page of the preliminary prospectus the number
of warrants being registered. After consultation with our counsel and counsel to the placement agent, we respectfully request that the
Staff consider accepting the revised narrative language in the Registration Statement with respect to the structure of the offering to
clarify that the offering is for one share of common stock (or pre-funded warrant in lieu thereof) and common warrants to purchase two
shares of common stock. As the Company is not offering a number of warrants but rather warrants to purchase a number of shares of common
stock, we believe that stating the number of warrants being registered in the heading of the preliminary prospectus as requested by the
Comment will confuse investors about the structure of the offering. Our counsel and the placement agent have advised the Company that
this presentation is consistent with that used in other similar transactions.

Securities and Exchange Commission

Page 2

*           *          *

Please contact our counsel,
Jack Hogoboom of Lowenstein Sandler LLP, at (973) 597-2382 or the undersigned at (561) 589-7011 with any questions regarding the contents
of this letter or the Registration Statement.

Very truly yours,

/s/ James Sapirstein

James Sapirstein

President and Chief Executive Officer

cc:	John D. Hogoboom

CORRESP
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June 23, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    First Wave BioPharma, Inc. (the “Company”)

    Registration Statement on Form S-3 (File No.
    333-272783)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration
Statement”) be declared effective by the Securities and Exchange Commission at 4:30 p.m., Eastern Time, on June 27, 2023, or as
soon as practicable thereafter.

Please call Jack Hogoboom
of Lowenstein Sandler LLP at (973) 597-2382 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    FIRST WAVE BIOPHARMA, INC.

    By:
    /s/ James Sapirstein

    Name:
    James Saperstein

    Title:

    President, Chief Executive Officer and Chairman of the Board

    (Principal Executive Officer)

United States securities and exchange commission logo
June 23, 2023
James Sapirstein
Chief Executive Officer and Chairman
First Wave BioPharma, Inc.
777 Yamato Road, Suite 502
Boca Raton, FL 33431
Re:First Wave BioPharma, Inc.
Registration Statement on Form S-3
Filed June 20, 2023
File No. 333-272783
Dear James Sapirstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jack Hogoboom, Esq.

United States securities and exchange commission logo
March 23, 2023
James Sapirstein
Chief Executive Officer
First Wave BioPharma, Inc.
777 Yamato Road, Suite 502
Boca Raton, Florida 33431
Re:First Wave BioPharma, Inc.
Registration Statement on Form S-3
Filed March 21, 2023
File No. 333-270723
Dear James Sapirstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jack Hogoboom

CORRESP
1
filename1.htm

March 23, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    First Wave BioPharma, Inc. (the “Company”)

    Registration Statement on Form S-3 (File No.
    333-270723)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration
Statement”) be declared effective by the Securities and Exchange Commission at 4:00 p.m., Eastern Time, on March 27, 2023, or as
soon as practicable thereafter.

Please call Jack Hogoboom
of Lowenstein Sandler LLP at (973) 597-2382 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    FIRST WAVE BIOPHARMA, INC.

    By:
    /s/ James Sapirstein

    Name:
    James Sapirstein

    Title:

    President, Chief Executive Officer and Chairman of the Board

    (Principal Executive Officer)

CORRESP
1
filename1.htm

December 6, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    First Wave BioPharma, Inc. (the “Company”)

    Registration Statement on Form S-3 (File No.
    333-268660)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration
Statement”) be declared effective by the Securities and Exchange Commission at 4:00 p.m., Eastern Time, on December 8, 2022, or
as soon as practicable thereafter.

Please call Jack Hogoboom
of Lowenstein Sandler LLP at (973) 597-2382 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    FIRST WAVE BIOPHARMA, INC.

    By:
    /s/ James Sapirstein

    Name:
    James Sapirstein

    Title:

    President, Chief Executive Officer and Chairman of the Board

    (Principal Executive Officer)

United States securities and exchange commission logo
December 6, 2022
James Sapirstein
Chief Executive Officer
First Wave BioPharma, Inc.
777 Yamato Road, Suite 502
Boca Raton, FL 33431
Re:First Wave BioPharma, Inc.
Registration Statement on Form S-3
Filed December 2, 2022
File No. 333-268660
Dear James Sapirstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John D. Hogoboom, Esq.

CORRESP
1
filename1.htm

October 6, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    First Wave BioPharma, Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-267423)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration
Statement”) be declared effective by the Securities and Exchange Commission at 5:15 p.m., Eastern Time, on October 6, 2022, or as
soon as practicable thereafter.

Please call John D. Hogoboom
of Lowenstein Sandler LLP at 973-597-2382 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    FIRST WAVE BIOPHARMA, INC.

    By:
    /s/ James Sapirstein

    Name:
    James Sapirstein

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

October 6, 2022

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:

    First Wave BioPharma, Inc.

    Registration Statement on Form S-1 (Registration No. 333-267423),
as amended - Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co.,
LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration
statement on Form S-1 (333-267423) (the “Registration Statement”), hereby concurs in the request by First Wave BioPharma,
Inc. that the effective date of the above-referenced registration statement be accelerated to 5:15 P.M. (Eastern Time), or as soon as
practicable thereafter, on October 6, 2022, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its
obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

  Very truly yours,

  H.C. WAINWRIGHT & CO., LLC

  By:
  /s/ Edward
D. Silvera

   Name: Edward
D. Silvera

  Title: Chief
Operating Officer

CORRESP
1
filename1.htm

September 29, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    First Wave BioPharma, Inc. (the “Company”)

    Withdrawal of Acceleration Request - Registration Statement on Form S-1 (File No. 333-267423)

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on September 28, 2022, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for Thursday, September 29, 2022, at 5:15 p.m., Eastern Time, in accordance with Rule 461 under the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date.

Please call John D. Hogoboom
of Lowenstein Sandler LLP at 973-597-2382 with any questions.

    Very truly yours,

    FIRST WAVE BIOPHARMA, INC.

    By:
    /s/ James Sapirstein

    Name:
    James Sapirstein

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

September 29, 2022

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:

    First Wave BioPharma, Inc.

    Registration Statement on Form S-1 (Registration No. 333-267423), as amended – Withdrawal of Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on September 28, 2022, in which we, solely acting as placement agent on a best efforts basis in an offering
pursuant to the registration statement on Form S-1 (333-267423) (the “Registration Statement”), joined First Wave BioPharma,
Inc.’s request for acceleration of the effective date of the above-referenced Registration Statement for September 29, 2022, at
5:15 P.M. (Eastern Time). First Wave BioPharma, Inc. is no longer requesting that such Registration Statement be declared effective at
this time and we hereby formally withdraw our request for acceleration of the effective date.

  Very truly yours,

  H.C. WAINWRIGHT & CO., LLC

  By:
  /s/ Edward D. Silvera

  Name: Edward D. Silvera

  Title: Chief Operating Officer

CORRESP
1
filename1.htm

September 28, 2022

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:

    First Wave BioPharma, Inc.

    Registration Statement on Form S-1 (Registration No. 333-267423),
    as amended - Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co.,
LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration
statement on Form S-1 (333-267423) (the “Registration Statement”), hereby concurs in the request by First Wave BioPharma,
Inc. that the effective date of the above-referenced registration statement be accelerated to 5:15 P.M. (Eastern Time), or as soon as practicable
thereafter, on September 29, 2022, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations
under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

Very truly yours,

H.C. WAINWRIGHT
 & CO., LLC

By:	/s/ Edward
D. Silvera

Name: Edward
D. Silvera

Title: Chief
Operating Officer

CORRESP
1
filename1.htm

September 28, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    First Wave BioPharma, Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-267423)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration
Statement”) be declared effective by the Securities and Exchange Commission at 5:15 p.m., Eastern Time, on September 29,
2022, or as soon as practicable thereafter.

Please call John D. Hogoboom
of Lowenstein Sandler LLP at 973-597-2382 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    FIRST WAVE BIOPHARMA, INC.

    By:
    /s/ James Sapirstein

    Name:
    James Sapirstein

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

August 2, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    First Wave BioPharma, Inc. (the “Company”)

    Registration Statement on Form S-3 (File No.
    333-266375)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration
Statement”) be declared effective by the Securities and Exchange Commission at 5:00 p.m., Eastern Time, on August 4, 2022, or as
soon as practicable thereafter.

Please call Jack Hogoboom
of Lowenstein Sandler LLP at (973) 597-2382 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    FIRST WAVE BIOPHARMA, INC.

    By:
    /s/ James Saperstein

    Name:
    James Saperstein

    Title:

    President, Chief Executive Officer and Chairman of the Board

    (Principal Executive Officer)

United States securities and exchange commission logo
August 2, 2022
James Sapirstein
Chief Executive Officer
First Wave BioPharma, Inc.
777 Yamato Road, Suite 502
Boca Raton, Florida 33431
Re:First Wave BioPharma, Inc.
Registration Statement on Form S-3
Filed July 28, 2022
File No. 333-266375
Dear Mr. Sapirstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jack Hogoboom, Esq.

CORRESP
1
filename1.htm

    January 28, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            First Wave BioPharma, Inc. (the “Company”)

            Registration Statement on Form S-3 (File No. 333-262276)

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced
      Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 9:00 a.m., Eastern Time, on February 2, 2022, or as soon as practicable thereafter.

    Please call James O’Grady of Lowenstein Sandler LLP at (646) 414-6849 to confirm the effectiveness of the Registration Statement or with
      any questions.

            Very truly yours,

            FIRST WAVE BIOPHARMA, INC.

            By:

            /s/ Daniel Schneiderman

            Name:

            Daniel Schneiderman

            Title:

            Chief Financial Officer

            (Principal Financial and Accounting Officer)

United States securities and exchange commission logo
January 26, 2022
James Sapirstein
President and Chief Executive Officer
First Wave BioPharma, Inc.
777 Yamato Road, Suite 502
Boca Raton, Florida 33431
Re:First Wave BioPharma, Inc.
Registration Statement on Form S-3
Filed January 21, 2022
File No. 333-262276
Dear Mr. Sapirstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James O'Grady, Esq.

CORRESP
1
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AzurRx BioPharma, Inc.

May 28,
2021

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

AzurRx BioPharma, Inc. (the “Company”)

Registration Statement on Form S-3 (File No.
333-256476)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as
amended, the Company hereby requests that the above-referenced
Registration Statement (the “Registration Statement”)
be declared effective by the Securities and Exchange Commission at
9:00 a.m., Eastern Time, on June 2, 2021, or as soon as practicable
thereafter.

Please
call James O’Grady of Lowenstein Sandler LLP at (646)
414-6849 to confirm the effectiveness of the Registration Statement
or with any questions.

Very truly yours,

AZURRX BIOPHARMA, INC.

By:

/s/ Daniel Schneiderman

Name:

Daniel Schneiderman

Title:

Chief Financial Officer

(Principal Financial and Accounting Officer)

United States securities and exchange commission logo
May 28, 2021
James Sapirstein
President and Chief Executive Officer
AzurRx BioPharma, Inc.
1615 South Congress Avenue, Suite 103
Delray Beach, FL 33445
Re:AzurRx BioPharma, Inc.
Registration Statement on Form S-3
Filed May 26, 2021
File No. 333-256476
Dear Mr. Sapirstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

AzurRx BioPharma, Inc.

February
12, 2021

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

AzurRx BioPharma, Inc.

Registration Statement on Form S-3 (File No.
333-252623)

Filed on February 1, 2021

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as
amended, AzurRx BioPharma, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement (the
“Registration
Statement”) be declared effective by the Securities
and Exchange Commission (the “Commission”) at 4:30
p.m., Eastern Standard Time, on February 16, 2021, or as soon as
practicable thereafter.

Please
call James O’Grady of Lowenstein Sandler LLP at (646)
414-6849 to confirm the effectiveness of the Registration Statement
or with any questions.

Very truly
yours,

AZURRX BIOPHARMA,
INC.

By:  /s/ James
Sapirstein

Name: James
Sapirstein

Title:   President and Chief Executive
Officer

United States securities and exchange commission logo
February 8, 2021
Daniel Schneiderman
Chief Financial Officer
AzurRx BioPharma, Inc.
1615 South Congress Avenue, Suite 103
Delray Beach, FL 33445
Re:AzurRx BioPharma, Inc.
Registration Statement on Form S-3
Filed February 1, 2021
File No. 333-252623
Dear Mr. Schneiderman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jordan Metoyer at 202-551-6001 or Ada Sarmento at 202-551-3798 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James O'Grady, Esq.

United States securities and exchange commission logo
January 19, 2021
James Sapirstein
Chief Executive Officer
AzurRx BioPharma, Inc.
1615 South Congress Avenue, Suite 103
Delray Beach, Florida 33445
Re:AzurRx BioPharma, Inc.
Registration Statement on Form S-1
Filed January 13, 2021
File No. 333-252087
Dear Mr. Sapirstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Kasey Robinson at 202-551-5880 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James O'Grady

CORRESP
1
filename1.htm

azrxcorresp_jan152021

January
19, 2021

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Mail
Stop 4720

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

AzurRx BioPharma, Inc.

Registration Statement on Form S-1

File No. 333-252087

Acceleration Request

Requested Date:

January 21, 2021

Requested Time:

5:00 PM, Eastern
Time

Dear
Ladies and Gentlemen:

Pursuant to
Rule 461 under the Securities Act of 1933, as amended, AzurRx
BioPharma, Inc. (the “Company”) hereby requests that
the above-referenced Registration Statement (the
“Registration Statement”) be declared effective by the
Securities and Exchange Commission (the “Commission”)
at the “Requested Date” and “Requested
Time” set forth above or at such later time as the Company or
its counsel may orally request via telephone call to the staff of
the Division of Corporation Finance of the Commission.

Please
call James O’Grady of Lowenstein Sandler LLP at 646.414.6849
to confirm the effectiveness of the Registration Statement or with
any questions.

Sincerely,

AZURRX
BIOPHARMA, INC.

By:

/s/ James
Sapirstein

Name

James
Sapirstein

Title

Chief
Executive Officer

CORRESP
1
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AzurRx CORRESP

September
17, 2020

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

AzurRx BioPharma, Inc.

Registration Statement on Form S-3 (File No.
333-240129)

Filed on July 27, 2020

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as
amended, AzurRx BioPharma, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement (the
“Registration
Statement”) be declared effective by the Securities
and Exchange Commission (the “Commission”) at 9:00
a.m., Eastern Standard Time, on September 21, 2020, or as soon as
practicable thereafter.

Please
call James O’Grady of Lowenstein Sandler LLP at (646)
414-6849 to confirm the effectiveness of the Registration Statement
or with any questions.

Very
truly yours,

AZURRX
BIOPHARMA, INC.

By:
/s/ James
Sapirstein

Name:
James
Sapirstein

Title:
President and Chief Executive Officer

United States securities and exchange commission logo
July 30, 2020
James Sapirstein
President and Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, NY 11226
Re:AzurRx BioPharma, Inc.
Registration Statement on Form S-3
Filed July 27, 2020
File No. 333-240129
Dear Mr. Sapirstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James O'Grady, Esq.

CORRESP
1
filename1.htm

Blueprint

January 13, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

AzurRx BioPharma, Inc.

Registration Statement on Form S-1

(File No. 333-235768)

Ladies and Gentlemen:

AzurRx BioPharma, Inc. (the
“Company”) hereby requests acceleration of the
effectiveness of the Registration Statement on Form S-1 (File No.
333-235768) (the “Registration
Statement”) to 5:00 PM,
Washington D.C. time, on January 14, 2020, or as soon as is
practicable thereafter. The undersigned confirms that it is aware
of its responsibilities under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, as
they relate to the proposed offering of the securities registered
pursuant to the aforementioned Registration
Statement.

The
Company acknowledges that the adequacy and accuracy of the
disclosure in the Registration Statement is the responsibility of
the Company. The Company further acknowledges that:

-

should
the Commission or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does
not foreclose the Commission from taking any action with respect to
the Registration Statement;

-

the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does
not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration
Statement; 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.

Upon
grant of our request to accelerate effectiveness, we would
appreciate your communicating with the Company’s counsel,
Daniel W. Rumsey, via telephone at (619) 272-7062, to confirm the
exact time at which the Registration Statement was declared
effective.

Very
truly yours,

AZURRX
BIOPHARMA, INC.

/s/ James Sapirstein

James
Sapirstein

President
and Chief Executive Officer

cc:          Daniel W.
Rumsey

Managing
Partner

Disclosure
Law Group, a Professional Corporation

January 7, 2020
James Sapirstein
President
AzurRx BioPharma, Inc.
760 Parkside Avenue
Brooklyn, NY 11226
Re:AzurRx BioPharma, Inc.
Registration Statement on Form S-1
Filed December 31, 2019
File No. 333-235768
Dear Mr. Sapirstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Rumsey, Esq.

November 6, 2019
James Sapirstein
Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, NY 11226
Re:AzurRx BioPharma, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 28, 2019
File No. 001-37853
Dear Mr. Sapirstein:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jessica R. Sudweeks, Esq.

CORRESP
1
filename1.htm

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.

November 4, 2019
James Sapirstein
Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, NY 11226
Re:AzurRx BioPharma, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 28, 2019
File No. 001-37853
Dear Mr. Sapirstein :
            We have reviewed your filing and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
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.
            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.
            Please contact Ada D. Sarmento at 202-551-3798 or Celeste Murphy at 202-551-3257
with any questions.

 FirstName LastNameJames  Sapirstein
 Comapany NameAzurRx BioPharma, Inc.
 November 4, 2019 Page 2
 FirstName LastName
James  Sapirstein
AzurRx BioPharma, Inc.
November 4, 2019
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jessica R. Sudweeks, Esq.

CORRESP
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filename1.htm

Acceleration Request

June 21, 2019

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

AzurRx BioPharma, Inc.

Registration
Statement on Form S-3

(File No. 333-231954)

Ladies and Gentlemen:

AzurRx BioPharma, Inc. (the
“Company”) hereby requests acceleration of the
effectiveness of the Registration Statement on Form S-3 (File No.
333-231954) (the “Registration
Statement”) to 4:00 PM,
Washington D.C. time, on June 25, 2019, or as soon as is
practicable thereafter. The undersigned confirms that it is aware
of its responsibilities under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, as
they relate to the proposed offering of the securities registered
pursuant to the aforementioned Registration
Statement.

The
Company acknowledges that the adequacy and accuracy of the
disclosure in the Registration Statement is the responsibility of
the Company. The Company further acknowledges that:

-

should
the Commission or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does
not foreclose the Commission from taking any action with respect to
the Registration Statement;

-

the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does
not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration
Statement; 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.

Upon
grant of our request to accelerate effectiveness, we would
appreciate your communicating with the Company’s counsel,
Jessica R. Sudweeks, via telephone at (619) 272-7063, to confirm
the exact time at which the Registration Statement was declared
effective.

Very
truly yours,

AZURRX
BIOPHARMA, INC.

/s/
Johan M. (Thijs) Spoor

Johan
M. (Thijs) Spoor

President
and Chief Executive Officer

cc:          Jessica
R. Sudweeks

Partner

Disclosure
Law Group, a Professional Corporation

June 12, 2019
Johan M. (Thijs) Spoor
Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, NY 11226
Re:AzurRx BioPharma, Inc.
Registration Statement on Form S-3
Filed June 5, 2019
File No. 333-231954
Dear Mr. Spoor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jessica R. Sudweeks, Esq.

CORRESP
1
filename1.htm

Blueprint

June 7, 2019

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

AzurRx
BioPharma, Inc.

Registration
Statement on Form S-3

(File
No. 333-231035)

Ladies and Gentlemen:

AzurRx BioPharma, Inc. (the
“Company”) hereby requests acceleration of the
effectiveness of the Registration Statement on Form S-3 (File No.
333-231035) (the “Registration
Statement”) to 5:00 PM,
Washington D.C. time, on June 7, 2019, or as soon as is practicable
thereafter. The undersigned confirms that it is aware of its
responsibilities under the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended, as they relate to
the proposed offering of the securities registered pursuant to the aforementioned
Registration Statement.

The
Company acknowledges that the adequacy and accuracy of the
disclosure in the Registration Statement is the responsibility of
the Company. The Company further acknowledges that:

-

should
the Commission or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does
not foreclose the Commission from taking any action with respect to
the Registration Statement;

-

the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does
not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration
Statement; 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.

Upon
grant of our request to accelerate effectiveness, we would
appreciate your communicating with the Company’s counsel,
Jessica Sudweeks, via telephone at (619) 272-7063, to confirm the
exact time at which the Registration Statement was declared
effective.

Very
truly yours,

AZURRX
BIOPHARMA, INC.

/s/ Johan M. (Thijs) Spoor

Johan
M. (Thijs) Spoor

President
and Chief Executive Officer

cc:          Jessica
Sudweeks

Partner

Disclosure
Law Group, a Professional Corporation

May 6, 2019
Johan Spoor
President and Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, NY 11226
Re:AzurRx BioPharma, Inc.
Registration Statement on Form S-3
Filed April 26, 2019
File No. 333-231035
Dear Mr. Spoor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jessica R. Sudweeks - Disclosure Law Group

CORRESP
1
filename1.htm

Acceleration Request

July 11, 2018

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

AzurRx BioPharma, Inc.

Registration
Statement on Form S-3

(File No. 333-226065)

Ladies and Gentlemen:

AzurRx BioPharma, Inc. (the
“Company”) hereby requests acceleration of the
effectiveness of the Registration Statement on Form S-3 (File No.
333-226065) (the “Registration
Statement”) to 4:00 PM,
Washington D.C. time, on July 12, 2018, or as soon as is
practicable thereafter. The undersigned confirms that it is aware
of its responsibilities under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, as
they relate to the proposed offering of the securities registered
pursuant to the aforementioned Registration
Statement.

The
Company acknowledges that the adequacy and accuracy of the
disclosure in the Registration Statement is the responsibility of
the Company. The Company further acknowledges that:

-

should
the Commission or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does
not foreclose the Commission from taking any action with respect to
the Registration Statement;

-

the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does
not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration
Statement; 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.

Upon
grant of our request to accelerate effectiveness, we would
appreciate your communicating with the Company’s counsel,
Jessica R. Sudweeks, via telephone at (619) 272-7063, to confirm
the exact time at which the Registration Statement was declared
effective.

Very
truly yours,

AZURRX
BIOPHARMA, INC.

/s/ Johan M. (Thijs) Spoor

Johan
M. (Thijs) Spoor

President
and Chief Executive Officer

cc:          Jessica
R. Sudweeks

Partner

Disclosure
Law Group, a Professional Corporation

July 11, 2018
Johan M. (Thijs) Spoor
Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, NY11226
Re:AzurRx BioPharma, Inc.
Registration Statement on Form S-3
Filed July 3, 2018
File No. 333-226065
Dear Mr. Spoor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jessica R. Sudweeks, Esq.

CORRESP
1
filename1.htm

Untitled Document

AzurRx BioPharma, Inc.

760 Parkside
Avenue

Downstate
Biotechnology Incubator, Suite 340

Brooklyn, New York
11226

(646) 699-7855

November 15, 2017

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

AzurRx BioPharma, Inc.

Registration
Statement on Form S-3

(File No. 333-221275)

Ladies and Gentlemen:

AzurRx BioPharma, Inc. (the
“Company”) hereby requests acceleration of the
effectiveness of the Registration Statement on Form S-3 (File No.
333-221275) (the “Registration
Statement”) to 10:00 AM,
Washington D.C. time, on November 17, 2017, or as soon as is
practicable thereafter. The undersigned confirms that it is aware
of its responsibilities under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, as
they relate to the proposed offering of the securities registered
pursuant to the aforementioned Registration
Statement.

The
Company acknowledges that the adequacy and accuracy of the
disclosure in the Registration Statement is the responsibility of
the Company. The Company further acknowledges that:

-

should
the Commission or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does
not foreclose the Commission from taking any action with respect to
the Registration Statement;

-

the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does
not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration
Statement; 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.

Upon
grant of our request to accelerate effectiveness, we would
appreciate your communicating with the Company’s counsel,
Jessica R. Sudweeks, via telephone at (619) 272-7063, to confirm
the exact time at which the Registration Statement was declared
effective.

Very
truly yours,

AZURRX
BIOPHARMA, INC.

/s/ Johan M. (Thijs) Spoor

Johan
M. (Thijs) Spoor

President
and Chief Executive Officer

cc:          Jessica
R. Sudweeks

Partner

Disclosure
Law Group, a Professional Corporation

November 7, 2017
Johan M. (Thijs) Spoor
President and Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, New York 11226
AzurRx BioPharma, Inc.
Registration Statement on Form S-3
Filed November 1, 2017
File No. 333-221275Re:
Dear Mr. Spoor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Chris Edwards at (202) 551-6761 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Jessica Sudweeks

CORRESP
1
filename1.htm

Untitled Document

August 9, 2017

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

AzurRx BioPharma, Inc.

Registration Statement on Form S-1

(File No. 333-219385)

Ladies and Gentlemen:

AzurRx BioPharma, Inc. (the
“Company”) hereby requests acceleration of the
effectiveness of the Registration Statement on Form S-1 (File No.
333-219385) (the “Registration
Statement”) to 10:00 AM,
Washington D.C. time, on August 11, 2017, or as soon as is
practicable thereafter. The undersigned confirms that it is aware
of its responsibilities under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, as
they relate to the proposed offering of the securities registered
pursuant to the aforementioned Registration
Statement.

The
Company acknowledges that the adequacy and accuracy of the
disclosure in the Registration Statement is the responsibility of
the Company. The Company further acknowledges that:

-

should the Commission or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does
not foreclose the Commission from taking any action with respect to
the Registration Statement;

-

the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in
the Registration Statement; 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.

Upon
grant of our request to accelerate effectiveness, we would
appreciate your communicating with the Company’s counsel,
Jessica R. Sudweeks, via telephone at (619) 272-7063, to confirm
the exact time at which the Registration Statement was declared
effective.

Very truly yours,

AZURRX BIOPHARMA, INC

/s/ Johan M. (Thijs)
Spoor

Johan M. (Thijs) Spoor

President and Chief Executive Officer

cc:

Jessica R. Sudweeks, Esq.

Partner

Disclosure Law Group, a Professional Corporation

July 27, 2017
Johan Spoor
President  and Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 304
Brooklyn, NY 11226
AzurRx BioPharma, Inc.
Registration Statement on Form S-1
Filed July 21, 2017
File No. 333-219385Re:
Dear Mr. Spoor:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
Please contact Dorrie Yale at 202-551-8776 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Jessica R. Sudweeks

CORRESP
1
filename1.htm

SEC Connect

October
7, 2016

Securities and
Exchange Commission

450
Fifth Street, N.W.

Washington, D.C.
20549

Re:
AzurRx BioPharma, Inc.

Registration
Statement on Form S-1

File
No. 333-212511

Ladies
and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933, as amended (the
“Securities Act”), the undersigned hereby join in the
request of AzurRx BioPharma, Inc. that the effective date of the
above-captioned Registration Statement be accelerated to 9:30 a.m.
on October 11, 2016, or as soon thereafter as
practicable.

In
connection with the Preliminary Prospectus distribution for the
above-captioned issue, the prospective underwriters have confirmed
that they are complying with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

The
following information with respect to the distribution of the
Preliminary Prospectus dated October 5, 2016 is furnished pursuant
to Rule 460 of the Rules and Regulations of the Commission under
the Securities Act, in connection with the request for acceleration
of the effective date of the Registration Statement.

The
undersigned have effected approximately the following distribution
of copies of the Preliminary Prospectus, dated October 5, 2016,
through the date hereof:

Preliminary Prospectus, dated October 5, 2016:

500
copies were distributed to prospective underwriters, institutional
investors, dealers and others.

[Remainder
of page intentionally left blank]

Very
truly yours,

WallachBeth
Capital, LLC

as
Representative of the Several Underwriters

By:     /s/ Dan Tapia

Name:
Dan Tapia

Title:
Chief Compliance Officer

Network
1 Financial Securities, Inc.

as
Representative of the Several Underwriters

By:     /s/ Damon Testaverde

Name:
Damon Testaverde

Title:
Managing Director

CORRESP
1
filename1.htm

SEC Connect

October
7, 2016

Securities and
Exchange Commission

450
Fifth Street, N.W.

Washington, D.C.
20549

Re:
AzurRx BioPharma, Inc.

Registration
Statement on Form S-1

File
No. 333-212511

Ladies
and Gentlemen:

AzurRx
BioPharma, Inc. (the “Company”) hereby requests that
the effective date of the above-captioned Registration Statement be
accelerated to 9:30 a.m. on October 11, 2016, or as soon thereafter
as practicable.

The
Company acknowledges that (i) should the Securities and Exchange
Commission (the “Commission”), or the staff, acting
pursuant to delegated authority, declare the Registration Statement
effective, such declaration does not foreclose the Commission from
taking any action with respect to the Registration Statement; (ii)
the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in
the Registration Statement; and (iii) 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
federal securities laws of the United States.

Very truly
yours,

AZURRX
BIOPHARMA, INC.

By:
/s/ Johan M. (Thijs)
Spoor

Name:
Johan M. (Thijs) Spoor

Title:
President and Chief Executive Officer

CORRESP
1
filename1.htm

    azrxcorrespco_sept142016.htm

 September 21, 2016

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

Re:          AzurRx BioPharma, Inc.

Registration Statement on Form S-1

File No. 333-212511

Ladies and Gentlemen:

AzurRx BioPharma, Inc. (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement be accelerated to 5:00 p.m. on September 21, 2016, or as soon thereafter as practicable.

The Company acknowledges that (i) should the Securities and Exchange Commission (the “Commission”), or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, such declaration does not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) 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 federal securities laws of the United States.

 Very truly yours,

 AZURRX BIOPHARMA, INC.

 By:

 /s/ Johan M. (Thijs) Spoor

 Name: Johan M. (Thijs) Spoor

 Title: President and Chief Executive Officer

CORRESP
1
filename1.htm

    azrxcorrespuw_sept142016.htm

 September 21, 2016

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

Re:          AzurRx BioPharma, Inc.

Registration Statement on Form S-1

File No. 333-212511

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join in the request of AzurRx BioPharma, Inc. that the effective date of the above-captioned Registration Statement be accelerated to 5:00 p.m. on September 21, 2016, or as soon thereafter as practicable.

In connection with the Preliminary Prospectus distribution for the above-captioned issue, the prospective underwriters have confirmed that they are complying with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

The following information with respect to the distribution of the Preliminary Prospectus dated September 16, 2016 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act, in connection with the request for acceleration of the effective date of the Registration Statement.

The undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus, dated September 16, 2016, through the date hereof:

Preliminary Prospectus, dated September 16, 2016:

500 copies were distributed to prospective underwriters, institutional investors, dealers and others.

[Remainder of page intentionally left blank]

 Very truly yours,

 WallachBeth Capital, LLC

  as Representative of the Several Underwriters

By:

 /s/Dan Tapia

 Name: Dan Tapia

 Title: Chief Compliance Officer

 Network 1 Financial Securities, Inc.

 as Representative of the Several  Underwriters

 By:

 /s/Damon Testaverde

 Name: Damon Testaverde

 Title: Managing Director

CORRESP
1
filename1.htm

    azrxcorrespco_sept212016.htm

AZURRX BIOPHARMA, INC.

760 Parkside Avenue

Downstate Biotechnology Incubator, Suite 217

Brooklyn, New York 11226

August 21, 2016

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re:

 AzurRx BioPharma, Inc. (the “Company”)

 Registration Statement on Form S-1

 File No. 333-212511

Ladies and Gentlemen:

    Reference is made to the Company’s letter, filed as correspondence via EDGAR on August 21, 2016, in which the Company requested acceleration of the effective date of the above-referenced Registration Statement to August 21, 2016, at 5:00 p.m., or as soon thereafter as practicable,  in accordance with Rule 461 under the Securities Act of 1933, as amended. We hereby withdraw such request for acceleration of the effective date.

 Very truly yours,

 AZURRX BIOPHARMA, INC.

 By: /s/ Johan M. (Thijs) Spoor

 Name: Johan M. (Thijs) Spoor

 Title: President and Chief Executive Officer

CORRESP
1
filename1.htm

    azrxcorresp_aug122016.htm

AZURRX BIOPHARMA, INC.

760 Parkside Avenue

Downstate Biotechnology Incubator, Suite 217

Brooklyn, New York 11226

August 12, 2016

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re:

AzurRx BioPharma, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-212511

Ladies and Gentlemen:

Reference is made to the Company’s letter, filed as correspondence via EDGAR on August 11, 2016, in which the Company requested acceleration of the effective date of the above-referenced Registration Statement to August 12, 2016, at 5:00 p.m., or as soon thereafter as practicable,  in accordance with Rule 461 under the Securities Act of 1933, as amended. We hereby withdraw such request for acceleration of the effective date.

 Very truly yours,

 AZURRX BIOPHARMA, INC.

By: /s/ Johan M. (Thijs) Spoor

Name: Johan M. (Thijs) Spoor

Title: President and Chief Executive Officer

CORRESP
1
filename1.htm

    azrxcorresp_aug112016.htm

AZURRX BIOPHARMA, INC.

760 Parkside Avenue

Downstate Biotechnology Incubator, Suite 217

Brooklyn, New York 11226

August 11, 2016

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:  AzurRx BioPharma, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-212511

Ladies and Gentlemen:

Reference is made to the Company’s letter, filed as correspondence via EDGAR on August 9, 2016, in which the Company requested acceleration of the effective date of the above-referenced Registration Statement to August 11, 2016, at 5:00 p.m., or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. We hereby withdraw such request for acceleration of the effective date.

 Very truly yours,

 AZURRX BIOPHARMA, INC.

 By: s/ Johan M. (Thijs) Spoor

Name: Johan M. (Thijs) Spoor

Title: President and Chief Executive Officer

CORRESP
1
filename1.htm

    azurrxcorresp_aug112016.htm

August 11, 2016

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

 Re:

AzurRx BioPharma, Inc.

Registration Statement on Form S-1

File No. 333-212511

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join in the request of AzurRx BioPharma, Inc. that the effective date of the above-captioned Registration Statement be accelerated to 5:00 p.m. on August 12, 2016, or as soon thereafter as practicable.

In connection with the Preliminary Prospectus distribution for the above-captioned issue, the prospective underwriters have confirmed that they are complying with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

The following information with respect to the distribution of the Preliminary Prospectus dated August 9, 2016 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act, in connection with the request for acceleration of the effective date of the Registration Statement.

The undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus, dated August 9, 2016, through the date hereof:

Preliminary Prospectus, dated August 9, 2016:

325 copies were distributed to prospective underwriters, institutional investors, dealers and others.

[Remainder of page intentionally left blank]

Very truly yours,

WallachBeth Capital, LLC

as Representative of the Several Underwriters

By:  /s/ Dan Tapia

Name: Dan Tapia

Title: Chief Compliance Officer

Network 1 Financial Securities, Inc.

as Representative of the Several Underwriters

By: /s/ Jonathan Gazdak

Name: Jonathan Gazdak

Title: Managing Director

CORRESP
1
filename1.htm

    azrxcorrespondence_aug112016.htm

August 11, 2016

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

Re:         AzurRx BioPharma, Inc.

       Registration Statement on Form S-1

                       File No. 333-212511

Ladies and Gentlemen:

AzurRx BioPharma, Inc. (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement be accelerated to 5:00 p.m. on August 12, 2016, or as soon thereafter as practicable.

The Company acknowledges that (i) should the Securities and Exchange Commission (the “Commission”), or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, such declaration does not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) 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 federal securities laws of the United States.

Very truly yours,

AZURRX BIOPHARMA, INC.

By:    /s/ Johan M. (Thijs) Spoor

Name:  Johan M. (Thijs) Spoor

          Title:   President and Chief Executive Officer

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August 9, 2016

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

Re:

AzurRx BioPharma, Inc.

Registration Statement on Form S-1

File No. 333-212511

Ladies and Gentlemen:

AzurRx BioPharma, Inc. (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement be accelerated to 5:00 p.m. on August 11, 2016, or as soon thereafter as practicable.

The Company acknowledges that (i) should the Securities and Exchange Commission (the “Commission”), or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, such declaration does not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) 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 federal securities laws of the United States.

 Very truly yours,

 AZURRX BIOPHARMA, INC.

 By:  /s/ Johan M. (Thijs) Spoor

Name: Johan M. (Thijs) Spoor

Title: President and Chief Executive Officer

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August 9, 2016

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

 Re:

AzurRx BioPharma, Inc.

Registration Statement on Form S-1

File No. 333-212511

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join in the request of AzurRx BioPharma, Inc. that the effective date of the above-captioned Registration Statement be accelerated to 5:00 p.m. on August 11, 2016, or as soon thereafter as practicable.

In connection with the Preliminary Prospectus distribution for the above-captioned issue, the prospective underwriters have confirmed that they are complying with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

The following information with respect to the distribution of the Preliminary Prospectus dated July 29, 2016 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act, in connection with the request for acceleration of the effective date of the Registration Statement.

The undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus, dated July 29, 2016, through the date hereof:

Preliminary Prospectus, dated July 29, 2016:

116 copies were distributed to prospective underwriters, institutional investors, dealers and others.

[Remainder of page intentionally left blank]

Very truly yours,

WallachBeth Capital, LLC

as Representative of the Several Underwriters

By:  /s/ Dan Tapia

Name: Dan Tapia

Title: Chief Compliance Officer

Network 1 Financial Securities, Inc.

as Representative of the Several Underwriters

By: /s/ Jonathan Gazdak

Name: Jonathan Gazdak

Title: Managing Director

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David J. Levine

Partner

345 Park Avenue

New York, NY 10154

Direct 212.407.4935

Main 212.407.4000

Fax 212.818.1184

dlevine@loeb.com

August 9, 2016

Suzanne Hayes

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

AzurRx BioPharma, Inc.

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

Filed August 5, 2016

File No. 333-212511

Dear Ms. Hayes:

On behalf of our client, AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), we transmit herewith for submission to the Securities and Exchange Commission (the “Commission”) the Company’s Amendment No. 3 to Registration Statement on Form S-1 (the “Amended Form S-1”). The Amended Form S-1 is being filed to revise the disclosure in the Capitalization and Dilution sections contained therein.  We have also restated and responded, on behalf of the Company, to the comment set forth in the Staff’s letter dated August 8, 2016.

Capitalization, page 25

Comment:

1.           Refer to your response to previous comment 3. We believe pro forma financial information should reflect transactions that have had significant financial impact subsequent to the financial statement date to the date of the IPO. Therefore, if conversion of preferred stock resulted in material beneficial conversion being recognized, revise your pro forma to reflect such impact.

Response:  The shares of Series A preferred stock were recorded at fair value when issued under purchase accounting as described in Note 6 – Acquisition in our Notes to the Audited Financial Statements.  As such, there was no intrinsic value that would result in a beneficial conversion feature.

As disclosed in Note 11 - Equity in our Notes to the Audited Financial Statements, the preferred stock was convertible at the holder's option into 33% of the issued and outstanding shares of the Company’s common stock on a fully diluted basis (assuming the conversion, exercise, or exchange for shares of common stock of all convertible securities issued and outstanding immediately prior to such conversion, including the Series A preferred stock).  The preferred stock was subject to mandatory conversion upon the occurrence of certain triggering events, including a public offering coupled with an equity-linked financing with an offering price that values the Company prior to consummation of such financing at not less than $12,000,000, and the aggregate gross proceeds to the Company (before deduction of underwriting discounts and registration expenses) are not less than $6,000,000.

Under the terms of the Series A preferred stock, there was no beneficial conversion feature unless and until there was a mandatory conversion (i.e., the IPO). The preferred stock holder voluntarily converted the preferred stock into common stock from November 2015 through April 2016 and as of the date hereof, all shares of preferred stock have been converted (prior to the closing of the IPO). Accordingly, the conversion of the preferred stock did not result in a beneficial conversion feature and there is no impact on the pro forma as presented.

Should you have any questions concerning any of the foregoing, please contact the undersigned at (212) 407-4923.  Thank you very much for your time and attention in connection with this filing.

Sincerely,

/s/ David Levine

David Levine

Partner

Mail Stop 4546

August 8 , 2016

Johan M. (Thijs) Spoor
President and Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 217
Brooklyn, NY 11226

Re: AzurRx BioPharma, Inc.
  Amendment No. 2  to Registration Statement on Form S -1
Filed August 5 , 2016
  File No. 333 -212511

Dear Mr. Spoor:

We have reviewed your amended registration statement  and have the following comment .
In our comment , 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 comm ent applies  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 this comment , we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our August 3 , 2016 letter .

Capitalization, page 25

1. Refer to your response to previous comment 3.   We believe pro forma financial information
should reflect t ransactions that have had significant financial impact subsequent to the
financial statement date to the date of the IPO.   Therefore, if conversion of preferred stock
resulted in material beneficial conversion being recognized, revise your pro forma to ref lect
such impact.

Johan M. (Thijs) Spoor
AzurRx BioPharma, Inc.
August 8 , 2016
Page 2

 You may contact Keira Nakada at (202) 551 -3659 or Lisa Vanjoske at (202) 551 -3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Josh Samples  at (202) 551 -3199 or me at (202) 55 1-3675 with any other questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: David J. Levine, Esq.
 Loeb & Loeb LLP

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David J. Levine

Partner

345 Park Avenue

New York, NY 10154

Direct 212.407.4935

Main 212.407.4000

Fax 212.818.1184

dlevine@loeb.com

August 5, 2016

Suzanne Hayes

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

AzurRx BioPharma, Inc.

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

Filed July 29, 2016

File No. 333-212511

Dear Ms. Hayes:

On behalf of our client, AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), we transmit herewith for submission to the Securities and Exchange Commission (the “Commission”) the Company’s Amendment No. 2 to Registration Statement on Form S-1 (the “Amended Form S-1”). The Amended Form S-1 is being filed to respond to the comments set forth in the Staff’s letter dated August 3, 2016 (the “Staff’s Letter”). In order to facilitate your review of the Amended Form S-1, we have restated and responded, on behalf of the Company, to the comments set forth in the Staff’s Letter.

Capitalization, page 25

Comment:

1.           “Notes payable” reflected in the table herein appears to include both “convertible promissory notes” and “convertible debt“ on the balance sheet. Therefore, the conversion of convertible promissory notes into OID convertible notes does not appear to increase Notes payable. If this is correct, please revise your pro forma disclosure, (ii).

Response: As correctly noted by the Staff, the convertible promissory notes were exchanged for the same face amount of the OID convertible notes.  Therefore, to avoid any confusion, the Company has removed the reference to such conversion of one note for the other from the second bullet point leading into the table on page 25 of the Amended Form S-1.

Comment:

2.           Please tell us where you disclose the terms of $1,859,000 OID convertible debt that were issued subsequent to March 31, 2016.

Response: The Company has revised the Amended Form S-1 to disclose the material terms of the $1,859,000 OID convertible debt that were issued subsequent to March 31, 2016 in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 31 of the Amended Form S-1.

Comment:

3.           Please provide us an analysis to support why no beneficial conversion feature needs to be reflected in the pro forma for convertible preferred stock or convertible notes.

Response: The Company believes that no beneficial conversion feature needs to be reflected in the pro forma for convertible preferred stock as the preferred stock was converted on April 4, 2016 at a fixed price and was not contingent in any way upon the closing of the Company’s IPO.  However, the pro forma disclosure contained in the second bullet point leading into the table on page 25 of the Amended Form S-1 has been revised to state such conversion date.

The Company has updated the pro forma disclosure contained in the second bullet point leading into the table on page 25 of the Amended Form S-1 to reflect the beneficial conversion feature for the convertible notes.

Note 10 - Original Issue Discounted Convertible Notes, page F-17

Comment:

4.           In your response to previous comment 1, you reference December 31, 2015 common stock fair value for estimating the value of the conversion feature at March 31, 2016. Please confirm that no significant event occurred between December 31, 2015 and March 31, 2016 that affected the fair value of your common stock. Otherwise, please revise your analysis.

Response:  Although the Company believes that no significant event occurred between December 31, 2015 and March 31, 2016 that affected the fair value of its common stock, the Company nonetheless revised its analysis using the March 31, 2016 common stock fair value. The revised analysis is as follows:

The Company did not analyze the Discounted Convertible Notes (“ODCN”) based on a 20% discount to the pre-money IPO valuation as this price was and is unknown. The Company used the ceiling for the ODCN conversion price of $6.45, which would be the worst-case scenario from the perspective of the ODCN holders. Other assumptions used in valuing the embedded conversion feature of the ODCN were a stock price of $1.77 (estimated at March 31, 2016), a risk-free rate of 0.49%, an average 3-month term left, a volatility of 112%, and no dividends. Assumptions used in valuing the embedded conversion feature of the New Discounted Convertible Notes (“NDCN”) were a conversion price of $4.65, a stock price of $1.77 (estimated at March 31, 2016), a risk-free rate of 0.49%, a 6-month term to expected IPO with mandatory conversion, a volatility of 112%, and no dividends. The NDCN includes a mandatory conversion feature whereby if the Company consummates an IPO or obtains a public listing, the conversion is calculated based on the principal multiplied by 1.25.

Using the revised analysis outlined above, the difference in embedded conversion features is still below the 10% differential threshold.

Comment:

5.           Refer to your response to comment 4 in our letter dated June 30, 2016 and address the following:

(a) Tell us the technique(s) you used to fair value the common stock underlying your convertible debt;

(b) Tell us the significant factors contributing to the difference in the fair value of common stock at March 31, 2016 to the midpoint of your estimated IPO price range of $7.00; and

(c) Quantify the impact that each factor identified above has had on your common stock fair value. In this regard, it may be helpful to tell us what the common stock fair value would have been on March 31, 2016 if you had assumed 100% probability in the IPO event while holding all other assumptions constant.

Response:

    (a) The technique(s) used to determine the fair value of the common stock underlying the Company’s convertible debt was the Backsolve Method as described in the AICPA’s Practice Aid entitled “Valuation of Privately Held Company Equity Securities Issued as Compensation.” The amount backsolved to is the total equity value of the Company as of March 31, 2016. The basis for the total equity value is a discounted cash flow analysis using management’s forecast and a discount rate consistent with venture capital rates of returns published in the same practice aid.

    (b) The significant factors contributing to the difference in the fair value of common stock at March 31, 2016 to the midpoint of the estimated IPO price range of $7.00 are outlined below.

·

For the Staff’s information, the Company’s Registration Statement on Form S-1 was initially filed confidentially with the Staff on September 9, 2015. Following the initial filing, market conditions significantly decreased the likelihood of the Company launching its IPO, and little to no operational progress was made by the Company until the months following March 31, 2016.

·

On March 31, 2016, the Company held the initial closing of a private placement of a new series of OID convertible notes convertible into shares of common stock at an effective conversion price per share equal to $3.09. At the initial closing, existing investors in the Company received new OID convertible notes in exchange for convertible OID notes issued in 2015.

·

In April and June 2016, additional OID convertible debt was issued in the aforementioned private placement (i.e., on the same terms) both to new and other existing investors.  In total, the Company raised $1,859,000 of OID convertible debt that was issued subsequent to March 31, 2016, of which $1,084,000 was from new investors. The Company’s ability to raise this additional capital reflects reduced investment risk and increased market value.

·

In April and May 2016, the Company held its initial meeting and established the protocol in connection with launching its Phase II clinical trial for its lead product candidate, MS1819.

·

In July 2016, the Company received ethics committee approval to commence its Phase II clinical trial for MS1819, the most significant milestone achieved by the Company since its inception.  In addition, during this same period, the Company made advancements with respect to its second lead product candidate, AZX1101.

·

In July 2016, the Company engaged new managing underwriters for its IPO providing the Company with increased confidence in the likelihood of consummating the IPO in light of the new underwriters’ reputation and relationships with potential investors.  At the same time, there was a significant improvement in IPO market conditions, particularly in the life sciences industry.

    (c) The Company has used its best estimate to quantify the impact that each factor identified above has had on its common stock fair value as follows:

·

The April and June 2016 sale of additional OID convertible debt to new investors on the same terms as the March 31, 2016 OID agreements illustrated the Company’s ability to raise additional capital and evidences reduced investment risk and increased market value. This reduction of risk results in an increase in the indicative underlying share price of approximately 50% to 75% (resulting in a new share price of approximately $2.75 to $3.00).

·

As a result of the receipt of ethics committee approval in July 2016 to commence the Company’s Phase II clinical trial for MS1819 and its advancements with respect to its second lead product candidate, the Company estimates an approximate additional 75% to 100% increase in its indicative underlying share price as a result of the achievement of these very significant operational milestones to approximately $5.00 to $6.00.

·

As a result of the July 2016 engagement of new underwriters for the IPO and what the Company believes was a dramatic improvement in market conditions for IPOs in the life sciences industry (which were practically non-existent as of March 31, 2016), the Company estimates an approximate 20% to 30% increase in its common stock fair value relative to the impact of the other July 2016 events referred to above.  This supports a likely IPO price per share in the range of approximately $6.00 to $8.00.

In general, one typically observes significant increases on common equity prices at various inflection points. This is most notable for pharmaceutical companies, where given the high equity volatility and FDA phase transition challenges, implied discount rates can quickly decrease from a range of 30% to 40% to a range of 20% to 30%. In light of the tail-end value proposition, these reductions in risk can quickly double implied (and actual) share prices. The Company’s compounds mentioned above (MS1819 and AZX1101) are considered “simple compounds” by the FDA and therefore have lower barriers to entry than more complex pharmaceutical compounds.

The Company respectfully submits that if it had assumed 100% probability in the IPO event as of March 31, 2016, all other variables and assumptions would not remain constant and would need to be appropriately adjusted as well. However, for purposes of responding to the Staff’s comment, if the Company had assumed 100% probability in the IPO event while holding all other assumptions constant, this would result in a calculated amount of $2.14.

Should you have any questions concerning any of the foregoing please contact the undersigned at (212) 407-4923. Thank you very much for your attention to this filing.

Sincerely,

/s/ David Levine

David Levine

Partner

Mail Stop 4546

August 3, 2016

Johan M. (Thijs) Spoor
President and Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 217
Brooklyn, NY 11226

Re: AzurRx BioPharma, Inc.
  Amendment No. 1 to Registration Statement on Form S -1
Filed July 29 , 2016
  File No. 333 -212511

Dear Mr. Spoor:

We have reviewed your amended 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 comm ents 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.   Unless we note
otherwise, our references to prior comments are to comments in our July 26, 2016 letter .

Capitalization, page 25

1. “Notes payable” reflected in the table herein appears to include both “convertibl e promissory
notes” and “convertible debt” on the balance sheet.  Therefore, the conversion of convertible
promissory notes into OID convertible notes does not appear to increase Notes payable.  If
this is correct, please revise your pro forma disclosure, (ii).

2. Please tell us where you disclose the terms of $1,859,000 OID convertible debt that were
issued subsequent to March 31, 2016.

Johan M. (Thijs) Spoor
AzurRx BioPharma, Inc.
August 3 , 2016
Page 2

 3. Please provide us an analysis to support why no beneficial conversion feature needs to be
reflected in the pro forma for c onvertible preferred stock or convertible notes.

Note 10 – Original Issue Discounted Convertible Notes, page F -17

4. In your response to previous comment 1, you reference December 31, 2015 common stock
fair value for estimating the value of the conversion f eature at March 31, 2016.  Please
confirm that no significant event occurred between December 31, 2015 and March 31, 2016
that affected the fair value of your common stock.  Otherwise, please revise your analysis.

5. Refer to your response to comment 4 in ou r letter dated June 30, 2016 and address the
following:
 Tell us the technique(s) you used to fair value the common stock underlying your
convertible debt;
 Tell us the significant factors contributing to the difference in the fair value of
common stock at M arch 31, 2016 to the midpoint of your estimated IPO price range
of $7.00; and
 Quantify the impact that each factor identified above has had on your common stock
fair value.  In this regard, it may be helpful to tell us what the common stock fair
value would have been on March 31, 2016 if you had assumed 100% probability in
the IPO event while holding all other assumptions constant.

You may contact Keira Nakada at (202) 551 -3659 or Lisa Vanjoske at (202) 551 -3614 if
you have questions regarding comments  on the financial statements and related matters.  Please
contact Josh Samples  at (202) 551 -3199 or me at (202) 551 -3675 with any other questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: David J. Levine, E sq.
 Loeb & Loeb LLP

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David J. Levine

Partner

345 Park Avenue

New York, NY 10154

Direct 212.407.4935

Main 212.407.4000

Fax 212.818.1184

dlevine@loeb.com

July 29, 2016

Suzanne Hayes

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

AzurRx BioPharma, Inc.

Registration Statement on Form S-1

Filed July 13, 2016

File No. 333-212511

Dear Ms. Hayes:

On behalf of our client, AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), we transmit herewith for submission to the Securities and Exchange Commission (the “Commission”) the Company’s Amendment No. 1 to Registration Statement on Form S-1 (the “Amended Form S-1”). The Amended Form S-1 is being filed to, among other things, respond to the comments set forth in the Staff’s letter dated July 26, 2016 (the “Staff’s Letter”). In order to facilitate your review of the Amended Form S-1, we have restated and responded, on behalf of the Company, to the comment set forth in the Staff’s Letter.  In addition, we have also responded below to comment no. 4 from the Staff’s June 30, 2016 comment letter.

Notes to the Consolidated Financial Statements

Note 10 – Original Issue Discounted Convertible Notes, page F-17

Comment:

1.           You state in your response to comment 3 that the change in the fair value of the embedded conversion option was not at least 10 percent of the carrying amount of the original debt. Please provide us an analysis supporting this statement including the estimated conversion price based on a 20% discount to the pre-money IPO valuation and the significant assumptions you used to calculate the fair value of the embedded conversion options.

Response:  The Company did not analyze the Discounted Convertible Notes (“ODCN”) based on a 20% discount to the pre-money IPO valuation as this price was and is unknown. The Company used the ceiling for the ODCN conversion price of $6.45, which would be the worst-case scenario from the perspective of the ODCN holders. Other assumptions used in valuing the embedded conversion feature of the ODCN were a stock price of $2.16 (estimated at December 31, 2015), a risk-free rate of 0.49%, an average 3-month term left, a volatility of 112%, and no dividends. Assumptions used in valuing the embedded conversion feature of the New Discounted Convertible Notes (“NDCN”) were a conversion price of $4.65, a stock price of $2.16 (estimated at December 31, 2015), a risk-free rate of 0.49%, a 6-month term to expected IPO and mandatory conversion, a volatility of 112%, and no dividends. The NDCN includes a mandatory conversion feature whereby if the Company consummates an IPO or obtains a public listing, the conversion is calculated based on the principal multiplied by 1.25.

Comment No. 4 from the Staff’s June 30, 2016 comment letter:

4.           Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying your convertible debt and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including beneficial conversion features.

Response: The common stock fair values underlying the Company’s convertible debt and estimated offering price were determined based on independent market conditions existing at the time of each event. The conversion feature and conditions under the Company’s convertible debt were valued considering the Company had approximately $8.2 million in debt and no publicly traded equity. The IPO offering price contemplates registered shares, and no debt. Further, the Company initiated advancements on its lead clinical trial program through an Australian clinical trial approval and ethics committee approval during the intervening period. The pricing of the Company’s IPO may result in the recognition of a beneficial conversion feature on the Company’s convertible debt in its next interim reporting period, prior to the conversion upon the IPO.

Should you have any questions concerning any of the foregoing please contact the undersigned at (212) 407-4923.

Sincerely,

/s/ David Levine

David Levine

Partner

Mail Stop 4546

July 26 , 2016

Johan M. (Thijs) Spoor
President and Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 217
Brooklyn, NY 11226

Re: AzurRx BioPharma, Inc.
  Registration Statement on Form S -1
Filed July 13, 2016
  File No. 333 -212511

Dear Mr. Spoor:

We have reviewed your registration statement  and have the following comment .  In our
comment , 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 comment applies  to your facts and
circumstan ces 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 this comment , we may have additional comments.

Notes to the Consolidated Financial Statements

Note 10 – Original Issue Discounted Convertible Notes, page F -17

1. You state in your response to comment 3 that the change in the fair value of the  embedded
conversion option was not at least 10 percent of the carrying  amount of the  original debt.
Please provide us an analysis supporting this statement including the  estimated conversion
price based on a 20% discount to the pre -money IPO valuation  and the significant
assumptions you used to calculate the fair value of th e embedded  conversion options.

Johan M. (Thijs) Spoor
AzurRx BioPharma, Inc.
July 26 , 2016
Page 2

 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 193 3 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.

Notwithstanding our comments, in the event you reque st 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 delegated 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, does not relieve the company from its full respo nsibility 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 reque sts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securitie s Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effectiv e date of the
registration statement.

You may contact Keira Nakada at (202) 551 -3659 or Lisa Vanjoske at (202) 551 -3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Josh Samples  at (202) 551 -3199 or me at (202) 551 -3675 with any other questions.

Sincerely,

 /s/Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: David J. Levine, Esq.
 Loeb & Loeb LLP

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July 13, 2016

Suzanne Hayes

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

AzurRx BioPharma, Inc.

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

Submitted June 16, 2016

CIK No. 0001604191

Dear Ms. Hayes:

On behalf of our client, AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), we transmit herewith for submission to the Securities and Exchange Commission (the “Commission”) the Company’s Registration Statement on Form S-1 (the “Form S-1”). The Form S-1 is being filed to respond to the comments set forth in the Staff’s letter dated June 30, 2016 (the “Staff’s Letter”). In order to facilitate your review of the Form S-1, we have restated and responded, on behalf of the Company, to the comments set forth in the Staff’s Letter:

Experts, page 73

Comment:

1.           On page F-11, you state that warrants and contingent consideration were valued via a third- party valuation. Since you appear to fully rely on a third-party expert for these valuations, please name this specialist in your filing and provide their consent as an expert. Refer to Securities Act Sections Compliance and Disclosure Interpretation Question 141.02.

Response:  The Company was simply assisted by a third party valuation firm to develop the appropriate fair values.  The Company was solely responsible for the key estimates used within the various pricing models and the ultimate determination of the final fair value calculations were made solely by the Company.  We have revised the disclosure on page F-11 of the Form S-1 as follows to make clear that the valuations are those of the Company and not the third party: “The fair values of the outstanding warrants were measured by the Company using a Binomial Option Pricing model” and “The contingent consideration was valued by the Company using a series of Black-Scholes Option Pricing Models …”  Accordingly, since the Company was solely responsible for the final fair value calculations, and the disclosure has been revised to state that the Company prepared the valuations, we do not believe we are required to disclose the name of the third party expert in the Form S-1 or obtain the third party’s consent to be named therein.

Notes to Consolidated Financial Statements

Note 2 - Significant Accounting Policies

Fair Value Measurement, page F-10

Comment:

2.           In your response to comment 3, you state that a “series” of Black-Scholes Option pricing Models were used in determining the fair value of the contingent consideration. Please revise your disclosure to reflect this fact.

Response: We have revised the disclosure on page F-11 of the Form S-1 to state that a series of Black-Scholes Option pricing Models were used in determining the fair value of the contingent consideration.

Note 10 - Original Issue Discounted Convertible Notes, page F-17

Comment:

3.           Please tell us how you accounted for the exchange of debt on March 31, 2016. Cite the relevant accounting literature to support your accounting.

Response: The Company accounted for the exchange of debt during the period ended March 31, 2016 as a debt modification. The Company applied the guidance of ASC 450.50, Debt Modification and Extinguishments. The exchange was evaluated within the criteria of ASC 450.40.10 and it was determined that the original and new debt were not substantially different. Specifically, that determination was based on calculations that the present value of the new debt was not at least 10 percent different than the present value of the remaining cash flows under the original debt; that the change in the fair value of the embedded conversion option was not at least 10 percent of the carrying amount of the original debt; and that the exchange did not add or eliminate a conversion option. Therefore, no gain or loss was recognized on the exchange of debt.

Exhibits

Comment:

4.           Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying your convertible debt and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including beneficial conversion features.

Response: Once the Company has an estimated offering price or range, we will explain how the Company determined the fair value of the common stock underlying the convertible debt and the reasons for any differences between the recent valuations of the Company’s common stock leading up to the IPO and the estimated offering price.

Should you have any questions concerning any of the foregoing please contact David Levine at (212) 407-4923 or the undersigned at (212) 407-4935.

Sincerely,

/s/ David Levine

David Levine

Partner

Mail Stop 4720

June 30 , 2016

Johan M. (Thijs) Spoor
President and Chief Executive Officer
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 217
Brooklyn, NY 11226

Re: AzurRx BioPharma, Inc.
  Amendment No. 2 to Draft Registration Statement on Form S -1
Submitted June 16, 2016
  CIK No. 0001604191

Dear Mr. Spoor:

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 reviewin g the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Experts, page 73

1. On page F -11, you state that warrants and contingent consideration were valued via a third -
party valuation.  Since you appear to fully rely on a third -party expert for these valuations,
please name this specialist in your filing and provide their consent as an expert.  Refer to
Securities Act Sections Compli ance and Disclosure Interpretation Question 141.02.

Johan M. (Thijs) Spoor
AzurRx BioPharma, Inc.
June 30 , 2016
Page 2

 Notes to Consolidated Financial Statements
Note 2 - Significant Accounting Policies
Fair Value Measurement, page F -10

2. In your response to comment 3, you state that a “series” of Black -Scholes Option  pricing
Models were used in determining the fair value of the contingent consideration.  Please
revise your disclosure to reflect this fact.

Note 10 – Original Issue Discounted Convertible Notes, page F -17

3. Please tell us how you accounted for the exchan ge of debt on March 31, 2016.  Cite the
relevant accounting literature to support your accounting.

4. Once you have an estimated offering price or range, please explain to us how you determined
the fair value of the common stock underlying your convertible debt and the reasons for any
differences between the recent valuations of your common stock leading up to the IPO and
the estimated offering price. This information will help facilitate our review of your
accounting for equity issuances including beneficia l conversion features.

You may contact Keira Nakada at (202) 551 -3659 or Lisa Vanjoske at (202) 551 -3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Josh Samples  at (202) 551 -3199 or me at (202) 551 -3675 with any other questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: David J. Levine, Esq.
 Loeb & Loeb LLP

Mail Stop 4720

October  30, 2015

Via E -mail
Johan M. (Thijs) Spoor
President
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 217
Brooklyn, New York 11226

Re: AzurRx BioPharma, Inc.
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted October 16 , 2015
  CIK No. 0001604191

Dear Mr. Spoor:

We have reviewed amendment no. 1 to your 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 stateme nt 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.

Risk Factors
Risks Related to Our Business and Industry
Our President currently serves as an executive  officer of another public…, page 15

1. We note your response to comment two, including your statement that Mr. Spoor plans to
allocate a majority of his time to AzurRx after completion of the offering.  The statement
does not provide sufficient information about Mr. Spoor’s ability to devote sufficient
time to AzurRx.  Please revise to quantify the amount of time Mr. Spoor dedicated to
FluoroPharma Medical in recent periods and discuss whether you expect that the time
Mr. Spoor will need to dedicate to Fluur oPharma Medical will change following the

Johan M. (Thijs) Spoor
AzurRx BioPharma, Inc.
October 30 , 2015
Page 2

 completion of the offering.  If FluoroPharma Medical’s needs have changed and they no
longer require as much of Mr. Spoor’s time and attention, please explain.

Intellectual Property, page 41

2. We note your response  to comment 15.  Please revise your disclosure to clarify that the
patent dates are tied to the date of issuance and the time will not begin to run until the
patent is issued and note the period of protection you will receive if the patent is issued.

Note s to Consolidated Financial Statements, AzurRx BioPharma, Inc., June 30, 2015, December
31, 2014 and Predecessor for December 31, 2013
Note 2 - Significant Accounting Policies
Fair Value Measurement, page F -10

3. Please refer to your response to comment 22. In footnote six you state that the contingent
consideration consists of a $2.0 million milestone due upon receipt of the first approval
by the Food and Drug Administration of a New Drug Application or Biologic License
Application for a business product; ro yalty payments equal to 2.5% of net sales of
business product up to $100.0 million and 1.5% of net sales of business product in excess
of $100.0 million and ten percent of the Transaction Value received in connection with a
sale or transfer of the pharmace utical development business of Protea Europe.  Please tell
us why you believe it is appropriate to use a Black -Scholes Option Pricing Model in
determining the fair value of the contingent consideration considering the nature of the
events triggering paymen t.

Exhibits

4. We note your response to comment 26 and disagree with your statement that Exhibit G
outside the purview of your relationship with Mayoly as the agreement is attached to your
agreement with Mayoly and is referenced in the provision defining “p atents.”  It is
inappropriate to file an agreement without its exhibits unless the exhibits are redacted
pursuant to a confidential treatment request.  Please refile the agreement with Exhibit G.
Alternatively, if the contents of Exhibit G are not materia l to investors and disclosure of
the information would result in competitive harm, please amend your confidential
treatment request to provide the required analysis.

Johan M. (Thijs) Spoor
AzurRx BioPharma, Inc.
October 30 , 2015
Page 3

 You may contact Keira Nakada at (202) 551 -3659 or Joel Parker at (202) 551 -3651 if  you
have questions regarding comments on the financial statements and related matters.  Please
contact Johnny Gharib at (202) 551 -3170 or me at (202) 551 -3675 with any other questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Via E -mail
 David J. Levine, Esq.
 Loeb & Loeb LLP

Mail Stop 4720

October  6, 2015

Via E -mail
Johan M. (Thijs) Spoor
President
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downstate Biotechnology Incubator, Suite 217
Brooklyn, New York 11226

Re: AzurRx BioPharma, Inc.
Draft Registration Statement on Form S -1
Submitted September 8, 2015
  CIK No. 0001604191

Dear Mr. Spoor:

We have reviewed your 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.

Prospectus Summary
Our Company, page 1

1. Please describe the meaning and significance of the following terms the first time you use
them in th is section:

 Autologous;
 Recombinant lipase; and
 Recombinant lactamase.

Johan M. (Thijs) Spoor
AzurRx BioPharma, Inc.
October 6, 2015
Page 2

 Risk Factors, page 5

2. Under an appropriately titled risk factor, please discuss the risk associated with Mr.
Spoor also being the president and chief executive officer of FluoroPharm a Medical, Inc.
The discussion should include the amount of time that Mr. Spoor will be able to allocate
to his role as an executive officer.

We may be required to suspend, repeat or terminate our clinical trials if they…, page 8

3. Please revise your disclosure to provide a brief description of cGCPs and cGMPs when
you first reference them in this risk factor.  In addition, please clarify that cGMP stands
for current good manufacturing practices.

We may form or seek strategic alli ances or enter into additional licensing…, page 9

4. Please move the last two paragraphs of this risk factor to their own appropriately titled
risk factor which discusses your reliance on third party manufacturers and suppliers.  In
this regard, we note that  the information in the last two paragraphs is not related to future
strategic alliances and licensing arrangements.

Our success will depend upon intellectual property, proprietary technologies…, page 10

5. Please expand your risk factor disclosure to des cribe whether you or Mayoly is
responsible for enforcing the patents related to MS1819.

Use of Proceeds, page 22

6. Please revise your disclosure for each of the listed purposes to provide the amount of
proceeds intended to be used for each such purpose.  P lease see Item 504 of Regulation
S-K for guidance.  Please also make conforming changes throughout your prospectus as
applicable.

7. Please expand your disclosure regarding the proceeds to be used for development of
MS1819 and AZX1101 to describe how far in the development process you estimate the
allocated proceeds from this offering will enable you to reach for each product candidate.

Description of the Business
Product Programs
MS1819, page 34

8. Under the appropriate subsection for MS1819, please disclose when an investigational
new drug application (“IND”) was filed for the commencement of clinical trials for the
product candidate, the name of the trial sponsor and the subject of the IND.  If an IND
has yet to be filed with the FDA, please explain whether you plan to file one for your
upcoming Phase 2b clinical trial.

Johan M. (Thijs) Spoor
AzurRx BioPharma, Inc.
October 6, 2015
Page 3

 Background, page 34

9. Please describe the meaning and significance of the following terms when you first use
them in this section:

 Amylase;
 Proteases;
 Glycosidase;
 Gastric pepsin; and
 Intestinal peptidases.

Pre-clinical Program, page 35

10. Please provide the meaning of the acronym CFA when you first use it in the first
paragraph of this section.

11. In the second paragraph of this section, we note your disclosure, “At doses ranging from
10.5 to 211 mg, MS1819 increases the CFA by +25 to +29% in comparison to baseline
(p<0.05 at all doses), whereas the 2.5 dose had milder activity.”  Please expand your
disclosure to provide the meaning and significance of “p -values” and to clarify that the
increases in CFA was statistically significant.  In addition, please explain the relationship
between “statistical significance” and “p -values” and the significance of p -values to the
FDA’s evidentiary standards of efficacy.

Clinical Program, page 35

12. We no te that the primary endpoint of the phase I/IIa clinical trial of MS1819 was defined
as the relative change in steatorrhea in comparison to baseline.  Please expand your
disclosure to quantify the baseline measure, to describe how the change in steatorrhea
was measured and to describe the results of the trial which yielded a non -statistically
significant difference of the primary endpoint.  In describing the results of the trial, please
explain the meaning of and difference between intention -to-treat and pe r-protocol
analysis.

Agreements and Collaborations
Mayola Agreement, page 36

13. Please expand your disclosure to provide the duration of the amended and restated joint
research and development agreement with Mayola.  To the extent that the duration of the
agreement is conditioned on the expiration of intellectual property rights, please also
provide this expiration date.

Johan M. (Thijs) Spoor
AzurRx BioPharma, Inc.
October 6, 2015
Page 4

 INRA Agreement, page 37

14. Please revise your description of the INRA agreement to disclose the duration and
termination provisions.

Intellectual Property, page 38

15. Please revise your disclosure for your patent portfolio for MS1819 and AZX1101 to
describe whether the patents and patent applications are owned or licensed, identify the
licensing parties, and disclose the expiration date o f issued patents and the expected
expiration date of your MS1819 patent application discussed in the third bullet point and
the patent application for AZX1101 if they are approved.

Directors and Executive Officers, page 45

16. Please revise the table in t his section and Mr. Spoor’s background information to list Mr.
Spoor’s current positions with the company.  In this regard we note that Mr. Edward J.
Borkowski was named Chairman of the Board on September 2, 2015, yet Mr. Spoors
background information stat es that he has served as the Chairman since 2014.  In
addition, Mr. Spoor has signed the registration statement as PEO, PFO and PAO;
however, none of these positions are mentioned in this section.

Executive Compensation
Summary Compensation Table, page 48

17. Please revise your summary compensation table to provide Mr. Spoor’s and Mr. Dupret’s
positions for the time period covered by the table.

Employment Agreement, page 49

18. Once the employment agreement with Mr. Spoor has been finalized, please expand you r
disclosure to describe the material terms of the agreement.

Certain Relationships and Related -Party Transactions, page 52

19. Please file the agreement with JIST Consulting as an exhibit.

Consolidated Statements of Operations and Comprehensive Loss, page F-5

20. Please address the following and make conforming changes to the statement of cashflows
as necessary:

 Since AzurRx was incorporated on January 30, 2014, revise the starting date of its
pre-acquisition period presented to the inception date.

Johan M. (Thijs) Spoor
AzurRx BioPharma, Inc.
October 6, 2015
Page 5

  Provide th e prior year comparative interim financial statements from inception
(January 30, 2014) to June 30, 2014.
 Tell us why you have provided pre -acquisition amounts for AzurRx for the period
from 01/01/14 through 05/31/14 and post -acquisition amounts for the pe riod from
06/01/14 through 12/31/14 and from 06/01/14 through 06/30/14.

Notes to Consolidated Financial Statements, AzurRx BioPharma, Inc., June 30, 2015, December
31, 2014 and Predecessor for December 31, 2013
Note 1 – The Company and Basis of Presentati on Significant Accounting Policies
Bases of Presentation and Principles of Consolidation, page F -8

21. Please note that there cannot be a lapse in the audited financial statement periods.
Provide audited financial statements of the predecessor for the period  prior to its
acquisition (January 1, 2014 through June 12, 2014).  To the extent you choose to use
June 1, 2014 as the acquisition date for the financial statement purposes, please state that
there was no material transaction between June 1, 2014 and June  13, 2014.

Note 2 - Significant Accounting Policies
Fair Value Measurement, page F -9

22. Please tell us why you have not included the contingent consideration liability in your fair
value disclosures.

Note 6 – Acquisition, page F -13

23. Please tell us and disc lose how the $4.9 million fair value of the preferred stock was
derived.

24. Please separately describe and quantify the projects acquired.  To the extent it is not clear
from the description of the IPR&D acquired, please also explain why it is already being
amortized.

Note 15 – Agreements, page F -20

25. Please disclose how much was paid under the Mayoly agreement.  In addition, quantify
and describe the event that will trigger the milestone payment obligation.

Exhibits

26. Please refile exhibit 10.2 with the exhibits to the agreement.

Johan M. (Thijs) Spoor
AzurRx BioPharma, Inc.
October 6, 2015
Page 6

 Other Comments

27. We note that there are a number of additional exhibits that still need to be filed.  Please
provide these exhibits as promptly as possible.  Please note that we may have comments
on these materials once they are provided.

28. Please confirm that the graphics included in your registration statement are the only
graphics you will use in your prospectus.  If those are not the only graphics, please
provide any additional graphics prior to their use for our review.

29. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review c orrespondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondenc e you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Keira Nakada at (202) 551 -3659 or Joel Parker at (202) 551 -3651 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Johnny Gharib at (202) 551 -3170 or me at (202) 551 -3675 with any other questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Via E -mail
 David J. Levine, Esq.
 Loeb & Loeb LLP