SecProbe.io

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 Document Kiora Pharmaceuticals, Inc. 169 Saxony Road, Suite 212 Encinitas, California 92024 September 17, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Kiora Pharmaceuticals, Inc. (the “ Company ”) Registration Statement on Form S-3 File No. 333-290263 Request for Acceleration Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “ Commission ”) of the effective date of the Registration Statement on Form S-3 (File No. 333-290263) (the “ Registration Statement ”) of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time, on September 19, 2025, or as soon as practicable thereafter. The Company respectfully requests that it be notified of such effectiveness by a telephone call to Robert A. Petitt of Blank Rome LLP at (617) 415-1219 and that such effectiveness also be confirmed in writing. If you have any further questions or comments, or if you require any additional information, please contact the undersigned by telephone at (858) 224-9600 or our attorney, Robert A. Petitt at the number above. Thank you for your assistance. Very truly yours, Kiora Pharmaceuticals, Inc. By: /s/ Brian M. Strem, Ph.D.     Name: Brian M. Strem, Ph.D. Title: President and Chief Executive Officer cc:    Robert A. Petitt, Esq., Blank Rome LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 September 16, 2025

Brian M. Strem
Chief Executive Officer
Kiora Pharmaceuticals, Inc.
169 Saxony Rd.
Suite 212
Encinitas, CA 92024

 Re: Kiora Pharmaceuticals, Inc.
 Registration Statement on Form S-3
 Filed September 15, 2025
 File No. 333-290263
Dear Brian M. Strem:

 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 Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Robert A. Petitt, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 July 1, 2025

Melissa Tosca
Chief Financial Officer
Kiora Pharmaceuticals, Inc.
332 Encinitas Blvd., Suite 102
Encinitas, CA 92024

 Re: Kiora Pharmaceuticals, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 Filed March 25, 2025
 File No. 001-36672
Dear Melissa Tosca:

 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
</TEXT>
</DOCUMENT>

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 seccommentletter-kiorare

 June 20, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.C. 20549 Attention: Jenn Do Re: Kiora Pharmaceuticals, Inc. Form 10-K for the fiscal year ended December 31, 2024 Filed March 25, 2025 File No. 001-36672 Dear Ms. Do, This letter (this “Letter”) is sent by Kiora Pharmaceuticals, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”), included in a letter (the “Comment Letter”) dated June 10, 2025 regarding the Company’s Annual Report on Form 10-K as filed with the SEC on March 25, 2025 (the “Form 10-K”). The Company has summarized in italicized type the text of the Staff’s comments outlined in the Comment Letter, followed by the Company’s response: 1. In your future filings, please revise the roll-forward on page F-24 to present the amount of impairment charges for in-process research and development, such as the $2.0 million impairment recorded during 2024. Company Response: The Company respectfully acknowledges the Staff’s comment regarding the presentation of impairment charges related to in-process research and development in the roll-forward schedule on page F-24. In future filings, the Company will revise the schedule to separately disclose these impairment charges for improved transparency and to align with the presentation of our intangible asset roll-forward, which includes this level of detail in the same table. 2. Regarding the license agreement with TOI, you state on page F-34 that you recorded offsetting expense credits of $2.9 million related to reimbursable KIO-301 expenses. However, we note from the fourth quarter of 2024 earnings release that you received $3.3 million in such reimbursable expenses. For the first quarter of 2025, it appears you received $1.8 million in these expenses but the amount you have recorded for the three months ended is $2.0 million. Please address the following in your response and provide revisions in future filings as deemed applicable: • We note from pages 7, 9 and 29 the disclosure that TOI is responsible for all research and development costs of KIO 301. If so, please separately quantify such as the foregoing R&D expenses that were reimbursed to you. • Tell us the amounts you have been reimbursed or received compared to what you have incurred for the recent periods. To the extent such amounts are material, provide a tabular presentation of such amounts in future filings, to be accompanied by a description of your accounting for such amounts. • Please describe the purpose and/or nature of the liability account, Accrued Collaboration Credit, and provide a roll forward thereof, identifying the transactions that increase or decrease this balance. Company Response:

 The Company respectfully acknowledges the Staff’s comment and provides the following responses: 2A. Quantification of Reimbursed Research and Development Expenses: The Company confirms that, as disclosed on pages 7, 9 and 29 of the Form 10-K, under the terms of the license and collaboration agreement with Théa Open Innovation (“TOI”), TOI is responsible for all research and development (“R&D”) expenses related to KIO-301. Our contract with TOI provides for our right to reimbursement upon our submission to TOI of an allowable vendor invoice. Allowable vendor invoices that we receive may pertain to services already rendered to us, while others may pertain to the prepayment of services that we will receive in future periods. In future filings, the Company will separately quantify the amount of R&D expenses reimbursed by TOI during each reporting period as summarized in the table included in response 2B below. 2B. Reimbursement versus Incurred Research and Development Expenses: The table below summarizes the R&D expenses submitted for reimbursement and the R&D expenses incurred by the Company related to the collaboration, including the corresponding collaboration credits. These amounts are presented for the most recent relevant periods: Period Amount Billed/ Submitted for Reimbursement Amount Reimbursed/ Received R&D Expenses Incurred Collaboration Credits Variance (foreign exchange timing) Deferred Collaboration Credits1 Adjustment for Accrued Expenses2 Quarter ended March 31, 2024 $189,904 $0 $189,904 ($190,553) ($649) $0 $0 Quarter ended June 30, 2024 $1,341,297 $189,904 $1,139,761 ($1,141,985) ($2,223) ($450,056) $248,520 Quarter ended September 30, 2024 $1,783,472 $1,341,297 $868,198 ($867,760) $437 ($788,934) ($126,340) Quarter ended December 31, 2024 $601,782 $1,783,472 740,142 ($745,052) ($4,910) $91,961 $45,814 Fiscal Year ended December 31, 2024 $3,916,455 $3,314,673 $2,938,005 ($2,945,350) ($7,345) ($1,146,444) $167,994 Quarter ended March 31, 2025 $1,727,386* $990,980^ $1,969,270 ($1,966,123) $3,147 251,304 ($9,420) 1 Prepaid expenses that have not yet been incurred but which have been paid/submitted for reimbursement. Our TOI contract allows for reimbursement upon our receipt of an allowable vendor invoice. 2 Expenses incurred but not billable to TOI until invoiced by a third-party vendor. * Includes $389,782 billed in February 2025 related to Phase 3 activities that were reimbursed by TOI prior to quarter-end March 31, 2025, plus $1,337,604 related to reimbursable first quarter 2025 R&D expenses, subsequently reimbursed in the second quarter of 2025. ^ Includes $601,782 related to fourth quarter 2024 Collaboration Receivable and $389,782 billed and reimbursed by TOI in February 2025. Accounting Guidance: The Company assessed the nature of the agreement and applied the following accounting guidance: 1. ASC 730 – Research and Development Under ASC 730, R&D costs are expensed as incurred. Reimbursements received under a collaboration that are not considered revenue (i.e., not in exchange for a good or service provided to a customer) are treated as an offset to R&D expense, not as revenue. 2. ASC 808 – Collaborative Arrangements The Company determined that our collaboration agreement falls within the scope of ASC 808, as both parties are active participants and are exposed to significant risks and rewards of the R&D activities. Per ASC 808-10-15-7, activities under a collaboration agreement are excluded from the scope of ASC 606 to the extent they do not represent a customer-vendor relationship.

 The cost reimbursements between the parties represent a cost-sharing arrangement and are not in exchange for distinct goods or services. Therefore, collaboration credits do not meet the definition of revenue under ASC 606 and are accounted for as a reduction of R&D expense, consistent with ASC 730-20-25- 4 and ASC 808-10-45-1. 3. ASC 606 – Revenue from Contracts with Customers The Company evaluated whether any portion of the collaboration credits should be accounted for under ASC 606 and concluded that the collaboration partner does not qualify as a customer for these R&D reimbursements, as there is no transfer of control of goods or services per ASC 606-10-25-30. Therefore, ASC 606 does not apply to these reimbursements. Journal Entries: The Company records the following journal entries to reflect the reimbursement of R&D expenses via collaboration credits: Dr. R&D Expense (or Prepaid Expense when not yet incurred) Cr. Cash (or Accrued Expense when work has been performed but not yet invoiced) To record R&D expenses. Dr. Collaboration Credit Receivable Cr. Collaboration Credit (or Deferred Collaboration Credit when not yet incurred) To record the reimbursement billing to TOI and the offsetting expense credit. Dr. Cash Cr. Collaboration Credit Receivable To record the receipt of the reimbursement payment from TOI. This treatment appropriately reflects the nature of the transaction as a reduction to the cost incurred, rather than revenue earned. In future filings, to the extent such amounts are material, the Company will include a tabular reconciliation of such data along with a narrative description of the related accounting treatment. 2C. Nature of Accrued Collaboration Credit: The “Accrued Collaboration Credit” liability on the balance sheet represents the cumulative amount of: (i) Deferred Collaboration Credits, which are prepaid R&D expenses that are eligible for reimbursement but for which the related services have not yet been provided to the Company and are currently recognized as “Collaboration Credit” on the Statement of Operations as the expenses are incurred, and (ii) Accrued Expense Adjustments, which are R&D expenses that have been incurred but have not yet been invoiced by a third-party vendor and thereby are not yet paid/submitted for reimbursement. The balances of these activities have been included in the table above for reference in reconciling the Amount Billed/Submitted for Reimbursement compared to the amount of R&D Expenses Incurred. We supplementarily advise the Staff that, prior to TOI’s reimbursement of our expenses, it is our understanding that each vendor invoice we submit is reviewed and approved by the appropriate parties at TOI. To date, there have been no material differences between the invoices we have submitted for reimbursement and the reimbursements we have received from TOI. In future filings, the Company will provide a roll-forward of this liability account and describe the nature and accounting treatment, to the extent material to our financial statements. Should the Staff have any additional questions or comments regarding this letter, please contact me at 858-224-9600. Best Regards, /s/ Melissa Tosca, CPA Melissa Tosca, CPA Chief Financial Officer

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<TEXT>
 June 10, 2025

Melissa Tosca
Chief Financial Officer
Kiora Pharmaceuticals, Inc.
332 Encinitas Blvd., Suite 102
Encinitas, CA 92024

 Re: Kiora Pharmaceuticals, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 Filed March 25, 2025
 File No. 001-36672
Dear Melissa Tosca:

 We have limited our review of your filing to the financial statements
and related
disclosures 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.

Form 10-K for the fiscal year ended December 31, 2024
December 31, 2024 Financial Statements
7. Intangible Assets and In-Process R&D, page F-24

1. In your future filings, please revise the rollforward on page F-24 to
present the
 amount of impairment charges for in-process research and development
such as the
 $2.0 million impairment recorded during 2024.
12. Commitments and Contingencies, page F-33

2. Regarding the license agreement with TOI, you state on page F-34 that
you recorded
 offsetting expense credits of $2.9 million related to reimbursable
KIO-301 expenses.
 However, we note from the fourth quarter of 2024 earnings release that
you received
 $3.3 million in such reimbursable expenses. For the first quarter of
2025, it appears
 you received $1.8 million in these expenses but the amount you have
recorded for the
 three months ended is $2.0 million. Please address the following in your
response and
 provide revisions in future filings as deemed applicable:
 June 10, 2025
Page 2

 We note from pages 7, 9 and 29 the disclosure that TOI is
responsible for all
 research and development costs of KIO 301. If so, please separately
quantify such
 as the foregoing R&D expenses that were reimbursed to you.
 Tell us the amounts you have been reimbursed or received compared
to what you
 have incurred for the recent periods. To the extent such amounts are
material,
 provide a tabular presentation of such amounts in future filings, to
be
 accompanied by a description of your accounting for such amounts.
 Please describe the purpose and/or nature of the liability account
Accrued
 Collaboration Credit and provide a rollforward thereof, identifying
the
 transactions that increase or decrease this balance.

 In closing, 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 Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

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s-3accelerationrequest

Kiora Pharmaceuticals, Inc.  332 Encinitas Boulevard, Suite 102  Encinitas, California 92024    March 26, 2024  VIA EDGAR  United States Securities and Exchange Commission  Division of Corporation Finance  100 F. Street, N.E.  Washington, D.C. 20549  Re:  Kiora Pharmaceuticals, Inc. (the “Company”)  Registration Statement on Form S-3  File No. 333-277460  Request for Acceleration   Ladies and Gentlemen:  In accordance with Rule 461 under the Securities Act of 1933, as amended, the  Company respectfully requests acceleration by the Securities and Exchange Commission  (the “Commission”) of the effective date of the Registration Statement on Form S-3 (File  No. 333-277460) (the “Registration Statement”) of the Company.  The Company  respectfully requests that the Registration Statement become effective as of 4:30 p.m.,  Washington, D.C. time, on March 28, 2024, or as soon as practicable thereafter.   The Company respectfully requests that it be notified of such effectiveness by a  telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that  such effectiveness also be confirmed in writing.  If you have any further questions or comments, or if you require any additional  information, please contact the undersigned by telephone at (858) 224-9600 or our  attorney, Robert A. Petitt at the number above. Thank you for your assistance.     Very truly yours,    Kiora Pharmaceuticals, Inc.     By:  /s/ Brian M. Strem, Ph.D.    Name:  Brian M. Strem, Ph.D.  Title:    President and Chief Executive Officer  cc: Robert A. Petitt, Esq., Burns & Levinson LLP

United States securities and exchange commission logo
March 4, 2024
Brian Strem, Ph.D.
Chief Executive Officer
Kiora Pharmaceuticals, Inc.
332 Encinitas Boulevard, Suite 102
Encinitas, CA 92024
Re:Kiora Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed February 28, 2024
File No. 333-277460
Dear Brian Strem:
            Our initial review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations thereunder and the requirements of the form. More specifically, it does not appear
that financial statements complying with the updating requirements of Rule 8-08 of Regulation
S-X are presented in your registration statement.
            We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert A. Petitt, Esq.

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s1_accelerationrequest05

Kiora Pharmaceuticals, Inc.  332 Encinitas Boulevard, Suite 102  Encinitas, California 92024    May 31, 2023  VIA EDGAR  United States Securities and Exchange Commission  Division of Corporation Finance  100 F. Street, N.E.  Washington, D.C. 20549  Re:  Kiora Pharmaceuticals, Inc. (the “Company”)  Registration Statement on Form S-1  File No. 333-271699  Request for Acceleration   Ladies and Gentlemen:  In accordance with Rule 461 under the Securities Act of 1933, as amended, the  Company respectfully requests acceleration by the Securities and Exchange Commission  (the “Commission”) of the effective date of the Registration Statement on Form S-1 (File  No. 333-271699) (the “Registration Statement”) of the Company.  The Company  respectfully requests that the Registration Statement become effective as of 4:30 p.m.,  Washington, D.C. time, on June 1, 2023, or as soon as practicable thereafter.   The Company respectfully requests that it be notified of such effectiveness by a  telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that  such effectiveness also be confirmed in writing.  If you have any further questions or comments, or if you require any additional  information, please contact the undersigned by telephone at (858) 224-9600 or our  attorney, Robert A. Petitt at the number above. Thank you for your assistance.     Very truly yours,    Kiora Pharmaceuticals, Inc.     By:  /s/ Brian M. Strem, Ph.D.    Name:  Brian M. Strem, Ph.D.  Title:    President and Chief Executive Officer  cc: Robert A. Petitt, Esq., Burns & Levinson LLP    4868-7852-1130.1

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s1_concurrinaccelreq0531

Ladenburg Thalmann & Co. Inc.  640 Fifth Avenue, 4th Floor  New York, New York 10019        May 31, 2023    VIA FACSIMILE AND EDGAR    U.S. Securities and Exchange Commission  Division of Corporation Finance  Washington, DC  20549     Re:  Kiora Pharmaceuticals, Inc.     Registration Statement on Form S-1 (Registration No. 333-271699)      Concurrence in Acceleration Request    Ladies and Gentlemen:     Ladenburg Thalmann & Co. Inc. (“Ladenburg”), as representative of the underwriters for  the referenced offering, hereby concurs in the request by Kiora Pharmaceuticals, Inc. that the  effective date of the above-referenced registration statement be accelerated to 4:30 p.m. (Eastern  Time), or as soon as practicable thereafter, on June 1, 2023, pursuant to Rule 461 under the  Securities Act.  Ladenburg affirms that it is aware of its obligations under the Securities Act in  connection with this offering.       Very truly yours,         LADENBURG THALMANN & CO. INC.             By:     /s/ Nicholas Stergis      _____        Name: Nicholas Stergis        Title: Managing Director

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s1_concurrinaccelreq0520

Ladenburg Thalmann & Co. Inc.  640 Fifth Avenue, 4th Floor  New York, New York 10019        May 24, 2023    VIA FACSIMILE AND EDGAR    U.S. Securities and Exchange Commission  Division of Corporation Finance  Washington, DC  20549     Re:  Kiora Pharmaceuticals, Inc.     Registration Statement on Form S-1 (Registration No. 333-271699)      Concurrence in Acceleration Request    Ladies and Gentlemen:     Ladenburg Thalmann & Co. Inc. (“Ladenburg”), as representative of the underwriters for  the referenced offering, hereby concurs in the request by Kiora Pharmaceuticals, Inc. that the  effective date of the above-referenced registration statement be accelerated to 4:30 p.m. (Eastern  Time), or as soon as practicable thereafter, on May 25, 2023, pursuant to Rule 461 under the  Securities Act.  Ladenburg affirms that it is aware of its obligations under the Securities Act in  connection with this offering.       Very truly yours,         LADENBURG THALMANN & CO. INC.             By:     /s/ Nicholas Stergis         _____        Name: Nicholas Stergis        Title: Managing Director

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s1withdrawalrequest_0520

Kiora Pharmaceuticals, Inc.  332 Encinitas Boulevard, Suite 102  Encinitas, California 92024    May 24, 2023  VIA EDGAR  United States Securities and Exchange Commission  Division of Corporation Finance  100 F. Street, N.E.  Washington, D.C. 20549  Re:  Kiora Pharmaceuticals, Inc. (the “Company”)  Registration Statement on Form S-1  File No. 333-271699  Request for Acceleration   Ladies and Gentlemen:  Reference is made to our letter, filed as correspondence via EDGAR on May 23,  2023, in which the Company requested acceleration of the effectiveness of the above  referenced Registration Statement on Form S-1 (the “Registration Statement”) to 4:30  p.m. Washington, D.C. time on May 25, 2023, or as soon as practicable thereafter (the  “Effective Time”), in accordance with Rule 461 under the Securities Act of 1933, as  amended.  The Company is no longer requesting that such Registration Statement be  declared effective at the Effective Time, and the Company hereby formally withdraws its  request for acceleration of the effective date until further notice from the Company.     Very truly yours,    Kiora Pharmaceuticals, Inc.     By:  /s/ Brian M. Strem, Ph.D.    Name:  Brian M. Strem, Ph.D.  Title:    President and Chief Executive Officer    cc: Robert A. Petitt, Esq., Burns & Levinson LLP    4892-9983-2362.1

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s1_accelerationrequest05

Kiora Pharmaceuticals, Inc.  332 Encinitas Boulevard, Suite 102  Encinitas, California 92024    May 23, 2023  VIA EDGAR  United States Securities and Exchange Commission  Division of Corporation Finance  100 F. Street, N.E.  Washington, D.C. 20549  Re:  Kiora Pharmaceuticals, Inc. (the “Company”)  Registration Statement on Form S-1  File No. 333-271699  Request for Acceleration   Ladies and Gentlemen:  In accordance with Rule 461 under the Securities Act of 1933, as amended, the  Company respectfully requests acceleration by the Securities and Exchange Commission  (the “Commission”) of the effective date of the Registration Statement on Form S-1 (File  No. 333-271699) (the “Registration Statement”) of the Company.  The Company  respectfully requests that the Registration Statement become effective as of 4:30 p.m.,  Washington, D.C. time, on May 25, 2023, or as soon as practicable thereafter.   The Company respectfully requests that it be notified of such effectiveness by a  telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that  such effectiveness also be confirmed in writing.  If you have any further questions or comments, or if you require any additional  information, please contact the undersigned by telephone at (858) 224-9600 or our  attorney, Robert A. Petitt at the number above. Thank you for your assistance.     Very truly yours,    Kiora Pharmaceuticals, Inc.     By:  /s/ Brian M. Strem, Ph.D.    Name:  Brian M. Strem, Ph.D.  Title:    President and Chief Executive Officer  cc: Robert A. Petitt, Esq., Burns & Levinson LLP    4868-7852-1130.1

United States securities and exchange commission logo
May 9, 2023
Brian M. Strem, Ph.D.
President and Chief Executive Officer
Kiora Pharmaceuticals, Inc.
332 Encinitas Boulevard, Suite 102
Encinitas, California 92024
Re:Kiora Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed May 5, 2023
File No. 333-271699
Dear Brian M. Strem:
            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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert A. Petitt, Esq.

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Kiora
Pharmaceuticals, Inc.

332
Encinitas Boulevard, Suite 102

Encinitas,
California 92024

February 9, 2023

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

  Re:
  Kiora Pharmaceuticals, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-269570

Request
for Acceleration

Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the Company respectfully requests acceleration by the Securities
and Exchange Commission (the “Commission”) of the effective date of the Registration Statement on Form S-1 (File No.
333-269570) (the “Registration Statement”) of the Company. The Company respectfully requests that the Registration
Statement become effective as of 4:30 p.m., Washington, D.C. time, on February 13, 2023, or as soon as practicable thereafter.

The
Company respectfully requests that it be notified of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson
LLP at (617) 345-3361 and that such effectiveness also be confirmed in writing.

If
you have any further questions or comments, or if you require any additional information, please contact the undersigned by telephone
at (781) 788-8869 or our attorney, Robert A. Petitt at the number above. Thank you for your assistance.

    Very truly yours,

    Kiora Pharmaceuticals, Inc.

    By:
    /s/ Brian M. Strem, Ph.D.

    Name:
    Brian M. Strem, Ph.D.

    Title:
    President and Chief Executive Officer

cc: Robert
                                            A. Petitt, Esq., Burns & Levinson LLP

United States securities and exchange commission logo
February 9, 2023
Brian Strem
Chief Executive Officer
KIORA PHARMACEUTICALS INC
332 Encinitas Boulevard, Suite 102
Encinitas, CA 92024
Re:KIORA PHARMACEUTICALS INC
Registration Statement on Form S-1
Filed February 3, 2023
File No. 333-269570
Dear Brian Strem:
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert Petitt

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Kiora Pharmaceuticals, Inc.

1371 East 2100 South, Suite 200

Salt Lake City, Utah 84105

    December 23, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

  Re:
  Kiora Pharmaceuticals, Inc. (the
 “Company”)

  Registration Statement on Form S-1

  File No. 333-268940

  Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-1 (File No. 333-268940) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time,
on December 28, 2022, or as soon as practicable thereafter.

The Company respectfully requests that it be notified
of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that such effectiveness
also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (781) 788-8869 or our attorney, Robert A.
Petitt at the number above. Thank you for your assistance.

  Very truly yours,

  Kiora Pharmaceuticals, Inc.

  By:
  /s/ Brian M. Strem, Ph.D.

  Name:
  Brian M. Strem, Ph.D.

  Title:
  President and Chief Executive Officer

 cc: Robert A. Petitt, Esq., Burns & Levinson LLP

4868-7852-1130.1

United States securities and exchange commission logo
December 23, 2022
Brian M. Strem, Ph.D.
Chief Executive Officer
Kiora Pharmaceuticals, Inc.
1371 East 2100 South, Suite 200
Salt Lake City, UT 84105
Re:Kiora Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed December 22, 2022
File No. 333-268940
Dear Brian M. Strem:
            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 Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert A. Petitt, Esq.

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Ladenburg Thalmann & Co. Inc.

640 Fifth Avenue, 4th Floor

New York, New York 10019

July 21, 2022

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

  Re:
  Kiora Pharmaceuticals, Inc.

  Registration Statement on Form S-1 (Registration No. 333-264641)

  Concurrence in Acceleration Request

Ladies and Gentlemen:

Ladenburg Thalmann &
Co. Inc. (“Ladenburg”), as representative of the underwriters for the referenced offering, hereby concurs in the request
by Kiora Pharmaceuticals, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:30 p.m. (Eastern
Time), or as soon as practicable thereafter, on July 21, 2022, pursuant to Rule 461 under the Securities Act. Ladenburg affirms that
it is aware of its obligations under the Securities Act in connection with this offering.

  Very truly yours,

  LADENBURG THALMANN & CO. INC.

  By:
  /s/ Nicholas Stergis

  Name: Nicholas Stergis

  Title: Managing Director

CORRESP
1
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Kiora Pharmaceuticals, Inc.

1371 East 2100 South, Suite 200

Salt Lake City, Utah 84105

July 19, 2022

VIA EDGAR

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

    Re:
    Kiora Pharmaceuticals, Inc.
    (the “Company”)

    Registration Statement on Form S-1

    File No. 333-264641

    Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-1 (File No. 333-264641) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time,
on July 21, 2022, or as soon as practicable thereafter.

The Company respectfully requests that it be notified
of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that such effectiveness
also be confirmed in writing.

If
you have any further questions or comments, or if you require any additional information, please contact the undersigned by telephone
at (781) 788-8869 or our attorney, Robert A. Petitt at the number above. Thank you for your assistance.

    Very truly yours,

    Kiora Pharmaceuticals, Inc.

    By:
     /s/ Brian M. Strem, Ph.D.

    Name: Brian M. Strem, Ph.D.

    Title: President and Chief Executive
    Officer

 cc: Robert A. Petitt, Esq., Burns & Levinson LLP

United States securities and exchange commission logo
May 9, 2022
Brian M. Strem, Ph.D.
President and Chief Executive Officer
Kiora Pharmaceuticals, Inc.
1371 East 2100 South, Suite 200
Salt Lake City, Utah 84105
Re:Kiora Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed May 3, 2022
File No. 333-264641
Dear Dr. Strem:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert A. Petitt

CORRESP
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EyeGate Pharmaceuticals, Inc.

271 Waverley Oaks Road, Suite 108

Waltham, Massachusetts 02452

April 28, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: EyeGate Pharmaceuticals, Inc. (the “Company”)

Registration Statement on Form S-3

File No. 333-255311

Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-3 (File No. 333-255311) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time,
on April 30, 2021, or as soon as practicable thereafter.

The Company respectfully requests that it be notified
of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that such effectiveness
also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (781) 881-2112 or our attorney, Robert A.
Petitt at the number above. Thank you for your assistance.

    Very truly yours,

    EYEGATE PHARMACEUTICALS, INC.

    By:
    /s/ Sarah Romano

    Name:
    Sarah Romano

    Title:
    Chief Financial Officer

    cc:
    Stephen D. Brook, Esq., Burns & Levinson LLP

    Robert A. Petitt, Esq., Burns & Levinson LLP

United States securities and exchange commission logo
April 21, 2021
Franz Obermayr
Acting Chief Executive Officer
EyeGate Pharmaceuticals, Inc.
271 Waverley Oaks Road, Suite 108
Waltham, MA 02452
Re:EyeGate Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed April 16, 2021
File No. 333-255311
Dear Mr. Obermayr:
            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 Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert A. Petitt

CORRESP
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EyeGate Pharmaceuticals, Inc.

271 Waverley Oaks Road, Suite 108

Waltham, Massachusetts 02452

November 14, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: EyeGate Pharmaceuticals, Inc. (the “Company”)

Registration Statement
on Form S-3

File No. 333-234255

Request for Acceleration

Ladies
and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-3 (File No. 333-234255) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington,
D.C. time, on November 18, 2019, or as soon as practicable thereafter.

The Company respectfully requests that it
be notified of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that
such effectiveness also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (781) 881-2112 or our attorney, Robert
A. Petitt at the number above. Thank you for your assistance.

Very truly yours,

    EYEGATE PHARMACEUTICALS, INC.

    By:
    /s/ Sarah Romano

    Name:
    Sarah Romano

    Title:
    Chief Financial Officer

 cc: Stephen D. Brook, Esq., Burns & Levinson LLP

Robert A. Petitt, Esq., Burns
 & Levinson LLP

CORRESP
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Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

November 8, 2019

VIA ELECTRONIC TRANSMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4631

100 F. Street, NE

Washington, DC 20549

Attention:   Folake Ayoola and Christine Westbrook

    Re:
    EyeGate Pharmaceuticals, Inc.

    Registration Statement on Form S-3

    Filed October 18, 2019

    File No. 333-234255

Ms. Ayoola and Ms. Westbrook:

This letter (this
 “Letter”) is sent by EyeGate Pharmaceuticals, Inc., a Delaware corporation (CIK No. 0001372514) (the
 “Corporation”), in response to the comments (each, a “Comment” and collectively
 “Comments”) of the Staff (the “Staff”) of the United States Securities and Exchange Commission (the
 “SEC”), included in a letter (the “Comment Letter”) dated October 31, 2019 from Folake Ayoola
and Christine Westbrook of the Division of Corporation Finance, Office of Life Sciences at the SEC, regarding the
Corporation’s Registration Statement on Form S-3, as filed with the SEC on October 18, 2019 (the “Form
S-3”).

Set forth below are responses to the numbered Comment contained
in the Comment Letter. For your convenience, the response of the Corporation follows the sequentially numbered Comment copied from
the Comment Letter. In connection with this Letter, the Corporation has filed Pre-Effective Amendment No. 1 to the Form S-3 with
the SEC (“Amendment No. 1”), which is an updated version of the Form S-3.

Registration Statement on Form S-3 filed October 18, 2019

Exhibits

Comment: We refer to Article V.E of your Restated
Articles of Incorporation filed as Exhibit 3.1. Your forum selection provision identifies the Court of Chancery of the State of
Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether
this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of
the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the
Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there
is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities
laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please tell us how you will inform investors in future filings that the provision does not apply to any actions arising
under the Securities Act or Exchange Act.

United States Securities and Exchange Commission

Division of Corporation Finance

November 8, 2019

Page 2

Response of the Corporation:

The Corporation’s Restated Certificate of Incorporation
provides that, unless the Corporation consents to the selection of an alternative forum, the Court of Chancery of the State of
Delaware shall be the sole and exclusive forum, to the fullest extent permitted by applicable law, for: (a) any derivative action
or proceeding brought on behalf of the Corporation; (b) any action asserting a claim of breach of a fiduciary duty owed by any
director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; (c) any action
asserting a claim arising pursuant to the General Corporation Law of the State of Delaware, the Restated Certificate of Incorporation,
or the Bylaws of the Corporation; or (d) any action asserting a claim against the Corporation governed by the internal affairs
doctrine. This provision follows established Delaware case law and legislation and is not intended to apply to claims arising under
the federal securities laws and the rules and regulations thereunder, including the Securities Act of 1933, as amended (the “Securities
Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, while any person
or entity purchasing or otherwise acquiring any interest in any of the Corporation’s securities shall be deemed to have notice
of and consented to these provisions, the Corporation’s exclusive forum provision will not relieve the Corporation of its
duties to comply with the federal securities laws and the rules and regulations thereunder, and the Corporation’s stockholders
will not be deemed to have waived the Corporation’s compliance with these laws, rules and regulations.

The Corporation acknowledges the
Staff’s Comment. In response to the Staff’s comment, the Corporation has revised its disclosure on page 14 of
Amendment No. 1 to clarify that the Corporation’s exclusive forum provision in the Restated Certificate of
Incorporation does not apply to claims arising under the federal securities laws and the rules and regulations thereunder,
including the Securities Act and the Exchange Act. For the Staff’s convenience, the full text of the new language
included in Amendment No. 1 is copied below:

Forum Selection. Our Restated
Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our
behalf, (ii) any action asserting a claim for breach of a fiduciary duty owed by any of our directors, officers or employees to
us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation
Law, our Restated Certificate of Incorporation or our bylaws or (iv) any action asserting a claim governed by the internal affairs
doctrine. This provision would not apply to suits brought to enforce a duty or liability
created by the Exchange Act, Securities Act, or, in each case, the rules and regulations thereunder, or any other claim for which
the U.S. federal courts have exclusive jurisdiction.

Additionally,
to help the Corporation’s stockholders understand the scope of the exclusive forum selection clause going forward, the Corporation
will include disclosure in its future periodic filings to clarify that the exclusive forum selection provision in the Restated
Certificate of Incorporation does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions
brought under the federal securities laws and the rules and regulations thereunder, including the Securities Act and the Exchange
Act.

This Letter responds to all Comments contained in the Comment
Letter. We hope that the above response and the related revision reflected in Amendment No. 1 will be acceptable to the Staff.
If you have any questions or comments regarding the Amendment No. 1 or this letter, please contact the undersigned by telephone
at (617) 319-7593 or our attorney, Robert A. Petitt, at (617) 345-3361.

Thank you for your assistance.

[Remainder of Page Intentionally Left
Blank]

United States Securities and Exchange Commission

Division of Corporation Finance

November 8, 2019

Page 3

Sincerely,

Eyegate Pharmaceuticals,
Inc.

/s/ Stephen From

Stephen From

President and Chief Executive Officer

 cc: Robert A. Petitt, Esq.,
Burns & Levinson LLP

October 31, 2019
Stephen From
President and Chief Executive Officer
EyeGate Pharmaceuticals, Inc
271 Waverley Oaks Road, Suite 108
Waltham, MA 02452
Re:EyeGate Pharmaceuticals, Inc.
Registration Statement of Form S-3
Filed October 18, 2019
File No. 333-234255
Dear Mr. From:
            We have limited our review of your registration statement to those issues we have
addressed in our 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
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 the comment, we may have additional comments.
Registration Statement of Form S-3 filed October 18, 2019
Exhibits
1.We refer to Article V.E of your Restated Articles of Incorporation filed as Exhibit 3.1.
Your forum selection provision identifies the Court of Chancery of the State of Delaware
as the exclusive forum for certain litigation, including any “derivative action.” Please
disclose whether this provision applies to actions arising under the Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise

 FirstName LastNameStephen From
 Comapany NameEyeGate Pharmaceuticals, Inc
 October 31, 2019 Page 2
 FirstName LastName
Stephen From
EyeGate Pharmaceuticals, Inc
October 31, 2019
Page 2
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Folake Ayoola at (202) 551-3673 or Christine Westbrook at (202) 551-
5019 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Stephen D. Brook, Esq.

May 9, 2019
Stephen From
President and Chief Executive Officer
EyeGate Pharmaceuticals, Inc.
271 Waverley Oaks Road, Suite 108
Waltham, MA 02452
Re:EyeGate Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed May 3, 2019
File No. 333-231204
Dear Mr. From:
            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:       Robert A. Petitt - Burns & Levinson LLP

CORRESP
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EyeGate Pharmaceuticals, Inc.

271 Waverley Oaks Road, Suite 108

Waltham, Massachusetts 02452

May 9, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    EyeGate Pharmaceuticals, Inc. (the “Company”)

    Registration Statement on Form S-3

    File No. 333-231204

    Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-3 (File No. 333-231204) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington,
D.C. time, on May 13, 2019, or as soon as practicable thereafter.

The Company respectfully requests that it
be notified of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that
such effectiveness also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (781) 881-2112 or our attorney, Robert
A. Petitt at the number above. Thank you for your assistance.

    Very truly yours,

    EYEGATE PHARMACEUTICALS, INC.

    By:
    /s/ Sarah Romano

    Name:  Sarah Romano

    Title:   Chief Financial Officer

 cc: Stephen D. Brook, Esq., Burns & Levinson LLP

   Robert A. Petitt, Esq., Burns
& Levinson LLP

CORRESP
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    April 10,
2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

 Re: EyeGate Pharmaceuticals, Inc.

Registration Statement on Form S-1 (File
No. 333-223887)

Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright &
Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs in the request by EyeGate
Pharmaceuticals, 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 April 12, 2018, pursuant to Rule 461 under the Securities Act. Wainwright affirms
that it is aware of its obligations under the Securities Act in connection with this offering.

H.C.
WAINWRIGHT & CO., LLC

 By: /s/ Edward D. Silvera

Name:
   Edward D. Silvera

Title:
     Chief Operating Officer

430 Park Avenue | New York, New York 10022
| 212.356.0500

Security services provided by H.C. Wainwright
& Co., LLC | Member: FINRA/SIPC

CORRESP
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EyeGate Pharmaceuticals, Inc.

271 Waverley Oaks Road, Suite 108

Waltham, Massachusetts 02452

        April 10, 2018

        VIA EDGAR

        United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: EyeGate Pharmaceuticals, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-223887

Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-1 (File No. 333-223887) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 5:15 p.m., Washington,
D.C. time, on April 12, 2018, or as soon as practicable thereafter.

The Company respectfully requests that it
be notified of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that
such effectiveness also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (781) 788-9043 or our attorney, Robert
A. Petitt at the number above. Thank you for your assistance.

        Very truly yours,

        EyeGate Pharmaceuticals, Inc.

        By: /s/ Stephen From

        Name:  Stephen From

        Title:    President and Chief Executive Officer

 cc: Robert A. Petitt, Esq., Burns & Levinson LLP

CORRESP
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Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

April 9, 2018

VIA ELECTRONIC TRANSMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4631

100 F. Street, NE

Washington, DC 20549

Attention: Suzanne Hayes

    Re:
    EyeGate Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    Filed March 23, 2018

    File No. 333-223887

Ms. Hayes:

This letter (this “Letter”) is sent by EyeGate Pharmaceuticals,
Inc., a Delaware corporation (CIK No. 0001372514) (the “Company”), in response to the comments (each, a “Comment”
and collectively “Comments”) of the Staff (the “Staff”) of the United States Securities and Exchange Commission
(the “SEC”), included in a letter (the “Comment Letter”) dated April 3, 2018 from Suzanne Hayes and
Ada D. Sarmento of the Division of Corporation Finance, Office of Healthcare & Insurance at the SEC, regarding the Company’s
Registration Statement on Form S-1, as filed with the SEC on March 23, 2018 (the “Form S-1”).

Set forth below are responses to the numbered Comment contained
in the Comment Letter. For your convenience, the response of the Company follows the sequentially numbered Comment copied from
the Comment Letter. In connection with this Letter, the Company has filed Pre-Effective Amendment No. 1 to the Form S-1 with the
SEC (“Amendment No. 1”), which is an updated version of the Form S-1.

General

 1. We note your disclosure on the prospectus cover page that the public offering price per share and warrant will be determined
between you and the placement agent at the time of pricing yet you state in the plan of distribution that the public offering price
was negotiated between you and the investors in consultation with the placement agent. Please revise and clarify how the public
offering price will be determined.

Response of the Company:

The Company acknowledges the Staff’s Comment and respectfully
submits that the public offering price per share will be negotiated between the Company and the investors in consultation with
the placement agent at the time of pricing based on the trading of the Company’s comment stock prior to the offering, among
other things. The Company has revised the cover page to Amendment No. 1 to describe the method by which the public offering price
per share will be determined.

United States Securities and Exchange Commission

Division of Corporation Finance

April 9, 2018

Page 2

This Letter responds to all Comments contained in the Comment
Letter. If you have any further questions or comments, or if you require any additional information, please contact the undersigned
by telephone at (617) 319-7593 or our attorney, Robert A. Petitt, at (617) 345-3361.

Thank you for your assistance.

[Remainder of Page Intentionally Left
Blank]

United States Securities and Exchange Commission

Division of Corporation Finance

April 9, 2018

Page 3

    Sincerely,

    Eyegate Pharmaceuticals, Inc.

    /s/ Stephen From

    Stephen From

    President and Chief Executive Officer

    cc:
    Robert A. Petitt, Esq., Burns & Levinson LLP

April 3, 2018
Stephen From
Chief Executive Officer
EyeGate Pharmaceuticals, Inc.
271 Waverley Oaks Road, Suite 108
Waltham, MA 02452
Re:EyeGate Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed March 23, 2018
File No. 333-223887
Dear Mr. From:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.We note your disclosure on the prospectus cover page that the public offering price per
share and warrant will be determined between you and the placement agent at the time of
pricing yet you state in the plan of distribution that the public offering price was
negotiated between you and the investors in consultation with the placement agent.  Please
revise to clarify how the public offering price will be determined.
            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.

 FirstName LastNameStephen From
 Comapany NameEyeGate Pharmaceuticals, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Stephen From
EyeGate Pharmaceuticals, Inc.
April 3, 2018
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ada D. Sarmento at 202-551-3798 or Suzanne Hayes at 202-551-3675
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Robert A. Petitt, Esq.

CORRESP
1
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June 6, 2017

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

 Re: EyeGate Pharmaceuticals, Inc.

Registration Statement on Form
S-1 (Registration No. 333-217418) -

Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright &
Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs in the request by EyeGate
Pharmaceuticals, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:00 P.M. (Washington,
D.C. time), or as soon as practicable thereafter, on June 8, 2017, pursuant to Rule 461 under the Securities Act. Wainwright affirms
that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/
    Mark W. Viklund

    Name: Mark W. Viklund

    Title: Chief Executive Officer

      430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

CORRESP
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EyeGate Pharmaceuticals, Inc.

271 Waverley Oaks Road, Suite 108

Waltham, Massachusetts 02452

June 6, 2017

VIA EDGAR

United States Securities and Exchange
Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

 Re: EyeGate Pharmaceuticals, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-217418

Request
for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-1 (File No. 333-217418) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 5:00 p.m., Washington,
D.C. time, on June 8, 2017, or as soon as practicable thereafter.

The Company respectfully requests that it
be notified of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that
such effectiveness also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (781) 788-9043 or our attorney, Robert
A. Petitt at the number above. Thank you for your assistance.

    Very truly yours,

    EyeGate Pharmaceuticals, Inc.

    By:
    /s/ Stephen From

    Name:
    Stephen From

    Title:
    President and Chief Executive Officer

 cc: Robert A. Petitt, Esq., Burns & Levinson LLP

CORRESP
1
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Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

May 5, 2017

VIA ELECTRONIC TRANSMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Attention: Christopher Edwards

    Re:
    EyeGate Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    Filed April 21, 2017

    File No. 333-217418

Mr. Edwards:

This letter (this “Letter”) is sent by EyeGate Pharmaceuticals,
Inc., a Delaware corporation (CIK No. 0001372514) (the “Company”), in response to the verbal comments (each, a “Comment”
and collectively “Comments”) of the Staff (the “Staff”) of the United States Securities and Exchange Commission
(the “SEC”), communicated on May 1, 2017, regarding the Company’s Registration Statement on Form S-1, as filed
with the SEC on April 21, 2017 (the “Form S-1”).

Set forth below are responses to the Comments. In connection
with this Letter, the Company has filed Pre-Effective Amendment No. 1 to the Form S-1 with the SEC (“Amendment No. 1”),
which is an updated version of the Form S-1.

Cover Page

 1. On the prospectus cover page, please describe the method by which the public offering price per share is to be determined.

Response of the Company:

The Company acknowledges the Staff’s Comment and respectfully
submits that the public offering price per share will be determined between the Company and the underwriter at the time of pricing,
which may be at a discount to market price. The Company has revised the cover page to Amendment No. 1 to describe the method by
which the public offering price per share will be determined.

Incorporation of Certain Information by Reference, Page 28

 2. Please include in your list of documents incorporated by reference the Definitive Proxy Statement filed on April 28, 2017,
pursuant to the requirements of Item 12(a) of Form S-1.

Response of the Company:

The Company acknowledges the Staff’s Comment and has revised
the list of documents that are incorporated by reference to include the Company’s Definitive Proxy Statement that was filed
on April 28, 2017 and the Company’s Quarterly Report on Form 10-Q that was filed on May 5, 2017.

United States Securities and Exchange Commission

Division of Corporation Finance

May 5, 2017

Page 2

This Letter responds to all verbal Comments received from the
Staff. If you have any further questions or comments, or if you require any additional information, please contact the undersigned
by telephone at (617) 319-7593 or our attorney, Robert A. Petitt, at (617) 345-3361.

Thank you for your assistance.

[Remainder of Page Intentionally Left
Blank]

United States Securities and Exchange Commission

Division of Corporation Finance

May 5, 2017

Page 3

Sincerely,

Eyegate Pharmaceuticals,
Inc.

/s/ Stephen From

Stephen From

President and Chief Executive Officer

    cc:
    Robert A. Petitt, Esq., Burns & Levinson LLP

CORRESP
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EyeGate Pharmaceuticals, Inc.

271 Waverley Oaks Road, Suite 108

Waltham, Massachusetts 02452

        May 4, 2016

        VIA EDGAR

        United States Securities and Exchange Commission

        Division of Corporation Finance

        100 F. Street, N.E.

        Washington, D.C. 20549

 Re: EyeGate Pharmaceuticals, Inc. (the “Company”)

Registration Statement on Form S-3

File No. 333-210557

Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-3 (File No. 333-210557) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington,
D.C. time, on May 6, 2016, or as soon as practicable thereafter.

The Company hereby acknowledges 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 responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    1

United States Securities and Exchange Commission

Division of Corporation Finance

May 4, 2016

Page 2

The Company respectfully requests that it
be notified of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that
such effectiveness also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (781) 788-8869 or our attorney, Robert
A. Petitt at the number above. Thank you for your assistance.

        Very truly yours,

        EyeGate Pharmaceuticals, Inc.

        By: /s/ Stephen From

        Name:  Stephen From

        Title:    President and Chief Executive Officer

 cc: Robert A. Petitt, Esq., Burns & Levinson LLP

CORRESP
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EYEGATE PHARMACEUTICALS, INC.

271 Waverley Oaks Road

Suite 108

Waltham, MA 02452

April 15, 2016

VIA ELECTRONIC TRANSMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Attention: Irene Paik

 Re: EyeGate Pharmaceuticals,
Inc.

Registration
Statement on Form S-3

Filed
April 1, 2016

File
No. 333-210557

Ladies and Gentlemen:

This letter (this “Letter”) is sent by EyeGate Pharmaceuticals,
Inc., a Delaware corporation (CIK No. 0001372514) (the “Company”), in response to the comments (each, a “Comment”
and collectively “Comments”) of the Staff (the “Staff”) of the United States Securities and Exchange Commission
(the “SEC”), included in a letter (the “Comment Letter”) dated April 7, 2016 from Suzanne Hayes, Assistant
Director of the SEC, regarding the Company’s Registration Statement on Form S-3, as filed with the SEC on April 1, 2016 (the
“Form S-3”).

Set forth below are responses to the numbered Comments contained
in the Comment Letter. For your convenience, each response of the Company (each a “Response”) follows the sequentially
numbered Comment copied from the Comment Letter. In connection with this Letter, the Company has filed Pre-Effective Amendment
No. 1 to the Form S-3 with the SEC (“Amendment No. 1”), which is an updated version of the Form S-3.

Incorporation of Certain Documents by Reference, page 37

 1. We note that you incorporate by reference your
Form 10-K for the fiscal year ended December 31, 2015; however, the Form 10-K incorporates by reference information from your
definitive proxy statement that has not yet been filed. Please note that we will not be in a position to accelerate the effective
date of your registration statement until you have amended the Form 10-K to include Part III information or filed the definitive
proxy statement. Please refer to Compliance and Disclosure Interpretations, Securities Act Forms Question 123.01 and Regulation
S-K Question 117.05 for guidance.

Response of the Company:

The Company acknowledges the Staff’s Comment and intends
to file its definitive proxy statement on or prior to April 29, 2016, which will include the Part III information that will be
incorporated by reference into the Company’s Form 10-K for the fiscal year ended December 31, 2015. The Company will wait
until such definitive proxy statement is filed prior to requesting that the Staff declare the Form S-3, as amended by Amendment
No. 1, effective.

United States Securities and Exchange Commission

Division of Corporation Finance

April 15, 2016

Page 2

Exhibit Index

 2. We note your indication that you may file Exhibits
4.1 and 4.2 by amendment or as exhibits to a document to be incorporated or deemed to be incorporated by reference to this registration
statement. Please be advised that your indentures must be filed with the registration statement, and qualified under the Trust
Indenture Act of 1939, at the time the registration statement is declared effective. Accordingly, please file the indentures as
exhibits to the registration statement prior to effectiveness. For guidance, please refer to Compliance and Disclosure Interpretations,
Trust Indenture Act of 1939 Questions 201.02 and 201.04.

Response of the Company:

The Company acknowledges the Staff’s Comment and has filed
the form of indenture for senior debt securities and the form of indenture for subordinate debt securities as Exhibit 4.1 and Exhibit
4.2, respectively, to Amendment No. 1.

The Company acknowledges that:

 · should the SEC or the Staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing;

 · the action of the SEC or the Staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the
declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the federal securities laws
of the United States.

This Letter responds to all Comments contained in the Comment
Letter. If you have any further questions or comments, or if you require any additional information, please contact the undersigned
by telephone at (617) 319-7593 or our attorney, J. Fraser Collin, at (617) 345-3791.

Thank you for your assistance.

[Remainder of Page Intentionally Left
Blank]

United States Securities and Exchange Commission

Division of Corporation Finance

April 15, 2016

Page 3

Sincerely,

EYEGATE PHARMACEUTICALS, INC.

/s/ Stephen From

Stephen From

President and Chief Executive Officer

 cc: J. Fraser Collin, Esq.,
Burns & Levinson LLP

Mail Stop 4720
April 7, 2016

Stephen From
President and Chief Executive Officer
EyeGate Pharmaceuticals, Inc.
271 Waverley Oaks Road, Suite 108
Waltham, MA 02452

Re: EyeGate  Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  April 1, 2016
  File No.  333-210557

Dear Mr. From:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  Please respond to this letter by amending your registration
statement and providing the requested information .  If you do not believe our comments apply to
your facts and circumstances or do not believe an amendment is appropriate, please tell us why
in yo ur response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Incorporation of Certain Documents by Reference, page 37

1. We note that you incor porate by reference your Form 10 -K for the fiscal year ended
December 31, 2015 ; however, the Form 10 -K incorporates by reference information from
your definitive proxy statem ent that has not yet been filed .  Please note that we will not
be in a position to accelerate the effective date of your registration statement  until you
have amended the Form 10 -K to include Part III information or filed the definitive proxy
statement. Please refer to Compliance and Disclosure Interp retations, Securities Act
Forms  Questi on 123.01 and Regulation S -K Question 117.05 for guidance.

Exhibit Index

2. We note your indication that you may file Exhibits 4.1 and 4.2 by amendment or as
exhibit s to a document to be incorporated  or deemed to be incorporated by reference to
this registration statement.  Please be advised that your  indenture s must be filed with  the
registration statement, and qualified under the Trust  Indenture Act of 1939, at the time
the registration statement is declared effective.   Accordingly, please  file the indenture s as

Stephen From
EyeGate Pharmaceuticals, Inc.
April 7, 2016
Page 2

 exhibit s to the registration statement prior to effectivenes s.  For guidance, please refer to
Compliance and Disclosure Interp retations , Trust Indenture Act of 1939 Questions
201.02 and 201.04.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s 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 request acceleration of the effective date
of the pending registration 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 t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts 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 Securities  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 effective  date of the
registration statement.

Stephen From
EyeGate Pharmaceuticals, Inc.
April 7, 2016
Page 3

 Please contact Irene Paik  at (202) 551 -6553  or Mary Beth Breslin  at (202) 551 -3625  with
any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: J. Fraser Collin
 Burns & Levinson LLP

CORRESP
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AEGIS CAPITAL CORP.

810 Seventh Avenue

18th Floor

New York, NY 10019

July 24, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Eyegate Pharmaceuticals, Inc.

  Registration Statement on Form S-1, as amended
(File No. 333-204780)

Ladies and Gentlemen:

In accordance with
the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as the representative
of the several underwriters (the “Representative”), hereby join in the request of Eyegate Pharmaceuticals, Inc. that
the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 5:00
p.m., Eastern Time, on Tuesday, July 28, 2015, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to
be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as the representative
of the several underwriters, represent that the several underwriters have and will comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

[Signature page to follow]

    Very truly yours,

    AEGIS CAPITAL CORP.

    As Representative of the several underwriters named in

    Schedule I to the Underwriting Agreement

    By: AEGIS CAPITAL CORP.

    By:
      /s/ David S. Hentschel

      Name: David S. Hentschel

      Title: Compliance Officer

CORRESP
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Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

July 24, 2015

United States Securities and Exchange Commission

Divison of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Eyegate Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-204780

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Eyegate Pharmaceuticals, Inc. (the “Registrant”) hereby requests acceleration of
the effective date of its Registration Statement on Form S-1 (File No. 333-204780), as amended
(the “Registration Statement”), so that it may become effective at 5:00 p.m. Eastern time on July
28, 2015, or as soon thereafter as practicable. Under separate cover, you will receive a letter from the lead
underwriter of the proposed offering joining the Registrant’s request for acceleration of effectiveness of the
Registration Statement.

The Registrant hereby acknowledges
that:

    (a)

    should the Securities and Exchange Commission (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;

    (b)

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

    (c)

    the Registrant may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Eyegate Pharmaceuticals, Inc.

    By:
    /s/ Stephen From

        Name:

        Title:

        Stephen From

        President and Chief Executive Officer

June 17 , 2015

Via E -Mail
Stephen From
President and Chief Executive Officer
Eyegate Pharmaceuticals, Inc.
271 Waverley Oaks Road , Suite 108
Waltham, MA 02452

Re: Eyegate  Pharmaceuticals , Inc.
  Registration Statement on Form S-1
Filed  June 5 , 2015
  File No.  333-204780

Dear Mr. From :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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

In the event you request acceleration of the effective date of the pending regist ration
statement please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to 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 responsibility for
the adequacy and accuracy of the disclosure in the  filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Stephen From
Eyegate Pharmaceuticals, Inc.
June 17 , 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Preston Brewer  at (202) 551 -3969 or me at (202) 551 -3715  with any
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

cc: Via E -Mail
 J. Fraser Collin, Esq.
Burns & Levinson LLP

CORRESP
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AEGIS CAPITAL CORP.

810 Seventh Avenue

18th Floor

New York, NY 10019

February 10, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Eyegate Pharmaceuticals, Inc.

    Registration Statement, as amended on Form S-1 (File No. 333-197725)

Ladies and Gentlemen:

In accordance with
the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as the representative
of the several underwriters (the “Representative”), hereby join in the request of Eyegate Pharmaceuticals, Inc. that
the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:30
p.m., Eastern Time, on Thursday, February 12, 2015, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to
be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as the representative
of the several underwriters, represent that the several underwriters have and will comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

[Signature page to follow]

    Very truly yours,

    AEGIS CAPITAL CORP.

    As Representative of the several underwriters named in

    Schedule I to the Underwriting Agreement

    By:
    AEGIS CAPITAL CORP.

    By:
    /s/ Eugene Terracciano

    Name: Eugene Terracciano

    Title: Director of Compliance

[Signature Page to Acceleration Request]

CORRESP
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Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

February 10, 2015

United States Securities and Exchange Commission

Divison of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Eyegate Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-197725

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Eyegate Pharmaceuticals, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-197725), as amended (the
“Registration Statement”), so that it may become effective at 4:30 p.m. Eastern time on February 12,
2015, or as soon thereafter as practicable. Under separate cover, you will receive a letter from the lead underwriter of the
proposed offering joining the Registrant’s request for acceleration of effectiveness of the Registration Statement.

The Registrant hereby acknowledges
that:

    (a)

    should the Securities and Exchange Commission (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;

    (b)

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

    (c)

    the Registrant may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Eyegate Pharmaceuticals, Inc.

    By:
    /s/ Stephen From

        Name:

        Title:

        Stephen From

        President and Chief Executive Officer

CORRESP
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AEGIS CAPITAL CORP.

810 Seventh Avenue

11th Floor

New York, NY 10019

January 23, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Eyegate Pharmaceuticals, Inc.

    Registration Statement, as amended on Form S-1 (File No. 333-197725)

Ladies and Gentlemen:

In accordance with
the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as the representative
of the several underwriters (the “Representative”), hereby join in the request of Eyegate Pharmaceuticals, Inc. that
the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 5:00
p.m., Eastern Time, on Tuesday, January 27, 2015, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to
be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as the representative
of the several underwriters, represent that the several underwriters have and will comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    AEGIS CAPITAL CORP.

    As Representative of the several underwriters named in

    Schedule I to the Underwriting Agreement

    By:
    AEGIS CAPITAL CORP.

    By:
    /s/ Eugene Terracciano

    Name: Eugene Terracciano

    Title: Director of  Compliance

CORRESP
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Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

January 23, 2015

United States Securities and Exchange Commission

Divison of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Eyegate Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-197725

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Eyegate Pharmaceuticals, Inc. (the “Registrant”) hereby requests acceleration of the
effective date of its Registration Statement on Form S-1 (File No. 333-197725), as amended (the “Registration
Statement”), so that it may become effective at 5:00 p.m. Eastern time on January 27, 2015, or as soon thereafter
as practicable. Under separate cover, you will receive a letter from the lead underwriter of the proposed offering joining the
Registrant’s request for acceleration of effectiveness of the Registration Statement.

The Registrant hereby acknowledges
that:

    (a)

    should the Securities and Exchange Commission (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;

    (b)

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

    (c)

    the Registrant may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Eyegate Pharmaceuticals, Inc.

    By:
    /s/ Stephen From

        Name:

        Title:

        Stephen From

        President and Chief Executive Officer

CORRESP
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Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

December 1, 2014

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Eyegate Pharmaceuticals, Inc.

    Amendment No. 5 to Registration Statement on Form S-1

    Filed November 20, 2014

    File No. 333-197725

Ladies and Gentlemen:

This letter (this “Letter”) is sent by Eyegate Pharmaceuticals,
Inc., a Delaware corporation (CIK No. 0001372514) (the “Company”), in response to the comments (each, a “Comment”
and collectively “Comments”) of the Staff (the “Staff”) of the United States Securities and Exchange Commission
(the “SEC”), included in a letter (the “Comment Letter”) dated November 26, 2014 from Jeffrey P. Riedler,
Assistant Director of the SEC, regarding the Company’s Amendment No. 5 to Registration Statement on Form S-1, as filed with
the SEC on November 20, 2014 (the “Form S-1”).

Set forth below are responses to the numbered Comments contained
in the Comment Letter. For your convenience, each response of the Company (each a “Response”) follows the sequentially
numbered Comment copied from the Comment Letter. In connection with this Letter, the Company has filed Amendment No. 6 to the Form
S-1 with the SEC (“Amendment No. 6”), which is an updated version of the Form S-1.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Comparison of three months ended September 30, 2014 and 2013,
page 58

 1. Your disclosure appears to have typographical errors. You refer to the nine months ended when it appears it should refer to
the three months ended. Also the G&A and other income (expense) amounts in your narrative disclosure do not agree with the
amounts in your tabular disclosure. Please revise to eliminate all inconsistencies.

Response of the Company:

The Company acknowledges the Staff’s Comment and the Company
has revised its disclosure in Amendment No. 6 to eliminate these typographical errors and inconsistencies.

Comparison of Nine Months Ended September 30, 2014 and 2013,
page 59

 2. The general and administrative amounts for 2013 in your narrative disclosure do not agree with the amount in your tabular disclosure.
Please revise to eliminate all inconsistencies.

Response of the Company:

The Company acknowledges the Staff’s Comment and the Company
has revised its disclosure in Amendment No. 6 to eliminate these inconsistencies.

Contractual Obligations, page 63

 3. The total amount for the royalty license commitment does not agree with the sum of the individual amounts by period. Please
revise to eliminate all inconsistencies.

Response of the Company:

The Company acknowledges the Staff’s Comment and the Company
has revised its disclosure in Amendment No. 6 to eliminate these inconsistencies.

The Company acknowledges that:

 · should the SEC or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
SEC from taking any action with respect to the filing;

 · the action of the SEC or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the SEC or any person under the federal securities laws of the United States.

This Letter responds to all Comments contained in the Comment
Letter. If you have any further questions or comments, or if you require any additional information, please contact the undersigned
by telephone at (781) 788-9043 or our attorney, J. Fraser Collin, at (617) 345-3791.

Thank you for your assistance.

[Remainder of Page Intentionally Left
Blank]

Sincerely,

Eyegate Pharmaceuticals,
Inc.

/s/ Stephen From

Stephen From

President and Chief Executive Officer

    cc:
    J. Fraser Collin, Esq., Burns & Levinson LLP

November 26, 2014

Via E -mail
Stephen From
President and Chief Executive Officer
Eyegate Pharmaceuticals, Inc.
271 Waverley Oaks Road
Suite 108
Waltham, MA 02452

Re: Eyegate  Pharmaceuticals, Inc.
Amendment No. 5  to Registration Statement on Form S -1
Filed November 20 , 2014
  File No. 333 -197725

Dear Mr. From :

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 comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Comparison of three months ended September 30, 2014 and 2013, page 58

1. Your disclosure appears to have typ ographical errors.  You refer to the nine months
ended when it appears it should refer to the three months ended.  Also the G&A and other
income (expense) amounts in your narrative disclosure do not agree with the amounts in
your tabular disclosure.  Pleas e revise to eliminate all inconsistencies.

Comparison of Nine Months Ended September 30, 2014 and 2013, page 59

2. The general and administrative amounts for 2013 in your narrative disclosure do not
agree with the amount in your tabular disclosure.  Please revise to eliminate all
inconsistencies.

Stephen From
Eyegate Pharmaceuticals, Inc.
November 26, 2014
Page 2

 Contractual Obligations, page 63

3. The total amount for the royalty license commitment does not agree with the sum of the
individual amounts by period.  Please revise to eliminate all inconsistencies.

We urge all p ersons 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 managemen t 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 request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taki ng 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 responsibility for
the adequacy and accuracy of the  disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amend ment prior to the requested effective date of the
registration statement.

Stephen From
Eyegate Pharmaceuticals, Inc.
November 26, 2014
Page 3

 You may contact Don Abbott at (202) 551 -3608  or Andrew Mew at (202) 551 -3377  if
you have questions regarding comments on the financial statements and related matters.  Please
contact M atthew Jones at (202) 551 -3786, John Krug at (202) 551 -3862, or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc:  Josef B. Volman, Esq.
J. Fraser Collin, Esq.
Burns & Levinson LLP
125 Summer Street
Boston, MA 02110

CORRESP
1
filename1.htm

AEGIS CAPITAL CORP.

810 Seventh Avenue

11th Floor

New York, NY 10019

October 2, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Eyegate Pharmaceuticals, Inc.

    Withdrawal of Acceleration Request- Registration Statement,
    as amended on Form S-1 (File No. 333-197725)

Ladies and Gentlemen:

Reference is made to our letter, filed
as correspondence via EDGAR on September 30, 2014, in which we, as representative of the several underwriters of Eyegate Pharmaceuticals,
Inc.’s proposed public offering of common stock, joined Eyegate Pharmaceuticals, Inc.’s request for acceleration of
the effective date of the above-referenced Registration Statement for Thursday, October 2, 2014, at 5:00 p.m. Eastern Time. Eyegate
Pharmaceuticals, 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,

    AEGIS CAPITAL CORP.

    As Representative of the several Underwriters

    By:
    /s/ Eugene Terracciano

    Name:
    Eugene Terracciano

    Title:
    Director of Compliance

CORRESP
1
filename1.htm

Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

October 2, 2014

United States Securities and Exchange Commission

Divison of Corporate Finance

Washington, DC 20549

    Re:
    Eyegate Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    File No. 333-197725

    Request for Acceleration

Ladies and Gentlemen:

Reference is made to our letter dated September 30, 2014 in
which we requested the acceleration of the effective date of the above-referenced Registration Statement, 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.

        Very truly yours,

        Eyegate Pharmaceuticals, Inc.

    By:

    /s/ Stephen From

        Name:

        Title:

        Stephen From

        President and Chief Executive Officer

CORRESP
1
filename1.htm

Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

September 30, 2014

United States Securities and Exchange Commission

Divison of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Eyegate Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-197725

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Eyegate Pharmaceuticals, Inc. (the “Registrant”) hereby requests acceleration of the
effective date of its Registration Statement on Form S-1 (File No. 333-197725), as amended (the “Registration
Statement”), so that it may become effective at 5:00 p.m. Eastern time on October 2, 2014, or as soon thereafter
as practicable. Under separate cover, you will receive a letter from the lead underwriter of the proposed offering joining the
Registrant’s request for acceleration of effectiveness of the Registration Statement.

The Registrant hereby acknowledges
that:

    (a)

    should the Securities and Exchange Commission (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;

    (b)

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

    (c)

    the Registrant may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Eyegate Pharmaceuticals, Inc.

    By:
    /s/ Stephen From

        Name:

        Title:

        Stephen From

        President and Chief Executive Officer

CORRESP
1
filename1.htm

AEGIS CAPITAL CORP.

810 Seventh Avenue

11th Floor

New York, NY 10019

September 30, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Eyegate Pharmaceuticals, Inc.

Registration Statement, as amended on Form
S-1 (File No. 333-197725)

Ladies and Gentlemen:

In accordance with the above-referenced
Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the “Securities Act”), we, the representative of the several underwriters
(the “Representative”), hereby join in the request of Eyegate Pharmaceuticals, Inc. that the effective time of the
above-referenced Registration Statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern time, on Thursday,
October 2, 2014, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that during the period from September 15, 2014 to the date of this letter, the preliminary prospectus, dated
September 12, 2014 and the preliminary prospectus dated September 26, 2014, in connection with the Registration Statement was distributed
approximately as follows:

    Copies to underwriters:

    430

    Copies to prospective dealers:

    325

    Copies to prospective institutional investors:

    200 + E-Reds

    Copies to prospective retail investors and others:

    300 + E-Reds

    Total:

    1255 + E-Reds

The Representative confirms on behalf of
itself and the several underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 promulgated
under of the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

AEGIS CAPITAL CORP.

As Representative of the several

Underwriters

By:
  /s/ Samuel Guidetti______

Name:   Samuel Guidetti

Title:   Chief Compliance Officer

[Signature Page to Representative Acceleration
Request]

CORRESP
1
filename1.htm

Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

September 26, 2014

United States Securities and Exchange Commission

Divison of Corporate Finance

Washington, DC 20549

    Re:
    Eyegate Pharmaceuticals, Inc.

    Amendment No. 3 to Registration Statement on Form S-1

    Filed September 12, 2014

    File No. 333-197725

Ladies and Gentlemen:

This letter (this “Letter”) is sent by Eyegate Pharmaceuticals,
Inc., a Delaware corporation (CIK No. 0001372514) (the “Company”) in response to the comments (each, a “Comment”)
of the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”), included
in a letter (the “Comment Letter”) dated September 24, 2014 from Jeffrey P. Riedler, Assistant Director of the SEC,
regarding the Company’s Amendment No. 3 to Registration Statement on Form S-1, as filed with the SEC on September 12, 2014
(the “Form S-1”).

Set forth below are responses to the numbered Comments contained
in the Comment Letter. For your convenience, each response of the Company (each a “Response”) follows the sequentially
numbered Comment copied from the Comment Letter. In connection with this Letter, the Company has filed Amendment No. 4 to the Form
S-1 with the SEC (“Amendment No. 4”), which is an updated version of the Form S-1.

Summary Financial Data, page 9

 1. We note the pro forma common shares issued and outstanding at June 30, 2014 is 5,133,667 and your disclosure in footnote (1)
that pro forma net loss and related per share amounts give effect to the conversion of your preferred stock and conversion of notes.
Please explain to us how your pro forma weighted average shares outstanding, basic and diluted, were calculated for each period.

Response of the Company:

The Company acknowledges the Staff’s Comment and has amended
its disclosure in Amendment No. 4 of pro forma net loss per share and pro forma weighted average shares outstanding, basic and
diluted, to be consistent with footnote (1). The pro forma weighted average shares were calculated as if the preferred stock and
convertible notes had been converted at the beginning of the year and six months ended December 31, 2013 and June 30, 2014 or their
date of issuance if later.

 2. We note certain pro forma balance sheet amounts increased by $500,000. Please revise footnote
(2) to disclose the amount of the cash received as a result of any pro forma adjustments. The comment also applies to your disclosure
in the capitalization section.

Response of the Company:

The Company acknowledges the Staff’s Comment and the Company
has amended its disclosure in Amendment No.4 to include the issuance of $500,000 of 2014 convertible notes in July 2014.

Capitalization, page 47

 3. The pro forma total stockholders’ (deficit) equity in the capitalization table does not
agree with the amount in summary financial data. Please revise to eliminate all inconsistencies.

Response of the Company:

The Company acknowledges the Staff’s Comment and the Company
has amended its disclosure in Amendment No. 4 to eliminate all inconsistencies.

Dilution page 50

 4. The total consideration amount for new investors disclosed on page 51 appears to be net of the estimated underwriting discounts,
commissions, and estimate offering expenses which is inconsistent with the lead paragraph that the calculation is based on an assumed
initial offering price of $13.00 per share before deductions. Please revise or explain to us the basis for your disclosure.

Response of the Company:

The Company acknowledges the Staff’s Comment and the Company
has amended its disclosure in Amendment No. 4 to present the total consideration amount for new investors on page 51 to reflect
the initial public offering price of $13.00 per share before deductions.

Report of Independent Registered Public Accounting Firm,
page F-2

 5. The first paragraph of the revised independent auditor`s report does not appear to accurately and clearly describe the financial
statements that were audited. We note the “consolidated statements of non-controlling interests and stockholders’ deficit”
was changed to “stockholders’ equity” but the financial statement is labeled “consolidated statements of
convertible preferred stock, non-controlling interests and stockholders’ deficit”. Please have your independent auditors
revise the first paragraph to more clearly describe the financial statements that were audited.

Response of the Company:

The Company acknowledges the Staff’s Comment and the Independent
Registered Accounting Firm has amended its opinion to reflect the financial statements audited.

 6. Include an accountant's report and consent with no restrictive legend in the amendment for which
effectiveness will be requested.

Response of the Company:

The Company acknowledges the Staff’s Comment and the Independent
Registered Accounting Firm has removed the restrictive legend as the Company’s Board of Directors approved the 1-for-10.98
reverse stock split on September 25, 2014.

Consolidated Statements of Convertible Preferred Stock, Non-Controlling
Interests and Stockholders’ Deficit, page F-6

 7. As a result of the reverse stock split disclosed on page F-14 you state that all shares and share amounts were retroactively
adjusted to reflect this reverse split. We note you have retroactively adjusted the number of shares but it appears that the dollar
amounts for common stock have not been adjusted. Please revise or explain to us your basis for not revising the dollar amounts.

Response of the Company:

The Company acknowledges the Staff’s Comment and the Company
has amended its filing to reflect in its Consolidated Statements of Convertible Preferred Stock, Non-Controlling Interests and
Stockholders’ Deficit the impact of the reverse split on its common stock and additional paid in capital amounts.

15. Subsequent Events, page F-28

 8. Once the reverse stock split is effective, please revise your disclosure to evaluate subsequent events with respect to the
date of the reverse stock split described on page F-14.

Response of the Company:

The Company acknowledges the Staff’s Comment and the Company
has revised its disclosure in Amendment No. 4 to evaluate subsequent events with respect to the date of the reverse split as described
in Note 2 on page F-14 and amended its disclosure on pages F-28 and F-45.

Exhibit 5.1: Opinion of Burns & Levinson LLP

 9. We note your counsel expresses no opinion as to the laws of any state or jurisdiction other than the General Corporation Law
of the State of Delaware and the federal laws of the United States of America. Please have your counsel amend its opinion to opine
that the warrant is a binding obligation of the registrant under New York law. See Section II.B.1.f of Staff Legal Bulletin No.
19 for guidance.

Response of the Company:

The Company acknowledges the Staff’s Comment and advises
the Staff that its counsel has amended its opinion to opine that the warrant is a binding obligation of the registrant under New
York law.

The Company acknowledges that:

 · should the SEC or the Staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing;

 · the action of the SEC or the Staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

This Letter responds to all Comments contained in the Comment
Letter. If you have any further questions or comments, or if you require any additional information, please contact the undersigned
by telephone at (781) 788-9043 or our attorney, J. Fraser Collin, at (617) 345-3791.

Thank you for your assistance.

[Remainder of Page Intentionally Left
Blank]

Sincerely,

Eyegate Pharmaceuticals,
Inc.

/s/ Stephen From

Stephen From

President and Chief Executive Officer

 cc: J. Fraser Collin, Esq., Burns & Levinson LLP

September 24, 2014

Via E -mail
Stephen From
President and Chief Executive Officer
Eyegate Pharmaceuticals, Inc.
271 Waverley Oaks Road
Suite 108
Waltham, MA 02452

Re: Eyegate  Pharmaceuticals, Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed September 12 , 2014
  File No. 333 -197725

Dear Mr. From :

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 comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Summary Financial Data, page 9

1. We note the pro forma common shares issued and outstanding at June 30, 2014 is
5,133,667 and your disclosure in footnote (1) that pro forma net loss and related per share
amounts give effect to the c onversion of your preferred stock and conversion of notes.
Please explain to us how your pro forma weighted average shares outstanding, basic and
diluted, were calculated for each period.

2. We note certain pro forma balance sheet amounts increased by $500 ,000.  Please revise
footnote (2) to disclose the amount of the cash received as a result of any pro forma
adjustments.  The comment also applies to your disclosure in the capitalization section.

Stephen From
Eyegate Pharmaceuticals, Inc.
September 24, 2014
Page 2

 Capitalization, page 47

3. The pro forma total stockholders ’ (deficit) equity in the capitalization table does not
agree with the amount in summary financial data. Please revise to eliminate all
inconsistencies.

Dilution page 50

4. The total consideration amount for new investors disclosed on page 51 appears to be net
of the estimated underwriting discounts, commissions, and estimate offering expenses
which is inconsistent with the lead paragraph that the calculation is based on an assumed
initial offering price of $13.00 per share before deductions.  Please revise or explain to us
the basis for your disclosure.

Report of Independent Registered Public Accounting Firm, page F -2

5. The first paragraph of the revised independent auditor`s report does not  appear to
accurately and clearly describe the financial statements  that were audited.  We note the
“consolidated statements of non -controlling interests and stockholders’ deficit” was
changed to “stockholders’ equity” but the financial statement is labeled “consolidated
statements of convertible preferred stock, non -contr olling interests and stockholders’
deficit”.   Please have your independent auditors revise the first  paragraph to more clearly
describe the financial statements that were  audited .

6. Include an accountant's report and consent with no restrictive legend in th e amendment
for which effectiveness will be requested.

Consolidated Statements of Convertible Preferred Stock, Non -Controlling Interests and
Stockholders’ Deficit, page F -6

7. As a result of the reverse stock split disclosed on page F -14 you state that all shares and
share amounts were retroactively adjusted to reflect this reverse split.  We note you have
retroactively adjusted the number of shares but it appears that the dollar amounts for
common stock have not been adjusted.  Please revise or explain to u s your basis for not
revising the dollar amounts.

15. Subsequent Events, page F -28

8. Once the reverse stock split is effective, please revise your disclosure to evaluate
subsequent events with respect to the date of the reverse stock split described on pag e F-
14.

Stephen From
Eyegate Pharmaceuticals, Inc.
September 24, 2014
Page 3

 Exhibit 5.1:  Opinion of Burns & Levinson LLP

9. We note your counsel express es no opinion as to the laws of any state or jurisdiction
other than the General Corporation Law of the State of Delaware and the federal laws of
the United States of Ame rica.  Please have your counsel amend its opinion to opine that
the warrant is a binding obligation of the registrant under New York law.  See Section
II.B.1.f of Staff Legal Bulletin No. 19 for guidance.

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 request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to 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 t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration 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 Securities 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 effective date of the
registration statement.

Stephen From
Eyegate Pharmaceuticals, Inc.
September 24, 2014
Page 4

 You may contact Don Abbo tt at (202) 551 -3608  or Andrew Mew at (202) 551 -3377  if
you have questions regarding comments on the financial s tatements and related matters.   Please
contact M atthew Jones at (202) 551 -3786, John Krug at (202) 551 -3862, or me at (202) 551 -
3715 with any  other questions.

Sincerely,

 /s/ Daniel Greenspan  for

Jeffrey P. Riedler
Assistant Director

cc:  Josef B. Volman, Esq.
J. Fraser Collin, Esq.
Burns & Levinson LLP
125 Summer Street
Boston, MA 02110

CORRESP
1
filename1.htm

Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

September 12, 2014

United States Securities and Exchange Commission

Divison of Corporate Finance

Washington, DC 20549

 Re:   Eyegate Pharmaceuticals, Inc.

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

      Filed August 29, 2014

      File No. 333-197725

Ladies and Gentlemen:

This letter (this “Letter”) is sent by Eyegate Pharmaceuticals,
Inc., a Delaware corporation (CIK No. 0001372514) (the “Company”) in response to the comments (each, a “Comment”)
of the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”), included
in a letter (the “Comment Letter”) dated September 9, 2014 from Jeffrey P. Riedler, Assistant Director of the SEC,
regarding the Company’s Amendment No. 2 to Registration Statement on Form S-1, as filed with the SEC on August 29, 2014 (the
“Form S-1”).

Set forth below are responses to the numbered Comments contained
in the Comment Letter. For your convenience, each response of the Company (each a “Response”) follows the sequentially
numbered Comment copied from the Comment Letter. In connection with this Letter, the Company has filed Amendment No. 3 to the Form
S-1 with the SEC (“Amendment No. 3 to Form S-1”), which is an updated version of the Form S-1.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Contractual Obligations, page 61

 1. The amount for the convertible promissory notes due to stockholders does not appear to agree with the amount disclosed on the
June 30, 2014 balance sheet. Please explain to us how the contractual amount was determined, and revise, as appropriate.

Response of the Company:

The Company acknowledges the Staff’s Comment and has determined
that the amount disclosed on the Contractual Obligations table on page 61 of the Form S-1 represents the face amount of the convertible
notes and accrued interest through June 30, 2014. The carrying amount of the convertible notes payable on the balance sheet at
June 30, 2014 represents the carrying amount plus accrued interest net of the fair value attributable to the warrants plus accretion
through June 30, 2014. The Company has amended its disclosure in Amendment No. 3 to Form S-1 to reflect the components of its contractual
obligations.

Notes to Consolidated Financial Statements

15. Subsequent Events, page F-28

 2. It appears that you deleted the disclosure regarding the date through which the subsequent events have been evaluated as required
by ASC 855-10-50-1. Please revise or explain to us why you deleted this disclosure.

Response of the Company:

The Company acknowledges the Staff’s Comment and will
include the disclosure required by ASC 855-10-50-1 in Amendment No. 3 to Form S-1.

Notes to Consolidated Financial Statements (unaudited)

5. Debt, page F-40

 3. Please refer to your disclosure on the Amended and Restated Notes on page F-41 and address the following:

 · Revise to disclose the fair value of the warrants issued to the 2012 note holders.

 · It appears that the conversion price of the notes will be equal to 70% of the initial offering price. Provide us with your
accounting analysis of the conversion feature of the notes citing authoritative literature supporting your treatment.

Response of the Company:

The Company acknowledges the Staff’s Comment. Further:

 · The Company has revised its disclosure in Amendment No. 3 to Form S-1 to separately state the fair value of the warrants issued
with the 2012 Notes as amended on June 6, 2014, totaling approximately $260,000.

 · The Company has considered the guidance of ASC 815-15 in determining whether the conversion option should be bifurcated as
a derivative pursuant to ASC 815 and has determined that the conversion option does not meet the criteria for bifurcation. The
Company then considered ASC 470-20 in accounting for the nondetachable conversion feature that is in the money at the commitment
date. The convertible debt contains a conversion feature in the event the Company raises at least $5 million (a “Subsequent
Qualified Financing”), under which it will convert into the equity so issued at a conversion price equal to 70% of the Subsequent
Qualified Financing offering price, and a conversion feature providing for conversion into Series D Convertible Preferred Stock
at a conversion price equal to 70% of the Series D Convertible Preferred Stock original issuance price, if a financing that is
not a Subsequent Qualified Financing or sale of the Company occurs. Since the option for the instrument to become convertible into
either the equity issued in a Subsequent Qualified Financing or Series D Convertible Preferred Stock represents a contingent conversion
feature, under ASC 470, any beneficial conversion will be recorded when the contingency is resolved. The Company has amended its
disclosure on page F-40 of Amendment No. 3 to Form S-1 to reflect its accounting for these convertible instruments. The Company has revisited its disclosure to discuss its Accounting Treatment in Note 5 Debt.

The Company acknowledges that:

 · should the SEC or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
SEC from taking any action with respect to the filing;

 · the action of the SEC or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the SEC or any person under the federal securities laws of the United States.

This Letter responds to all Comments contained in the Comment
Letter. If you have any further questions or comments, or if you require any additional information, please contact the undersigned
by telephone at (781) 788-9043 or our attorney, J. Fraser Collin, at (617) 345-3791.

Thank you for your assistance.

[Remainder of Page Intentionally Left
Blank]

Sincerely,

Eyegate Pharmaceuticals,
Inc.

/s/ Stephen From

Stephen From

President and Chief Executive Officer

cc: J. Fraser Collin, Esq., Burns & Levinson LLP

September 9, 2014

Via E -mail
Stephen From
President and Chief Executive Officer
Eyegate Pharmaceuticals, Inc.
271 Waverley Oaks Road
Suite 108
Waltham, MA 02452

Re: Eyegate Pharmaceuticals, Inc.
Amendment No. 2  to Registration Statement on Form S -1
Filed August 29, 2014
  File No. 333 -197725

Dear Mr. From :

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 comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments .

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations, page 61

1. The amount for the convertible promissory notes due to stockholders does not appear to
agree with the amount disclosed on the June 30, 2014 balance sheet.  Please explain to us
how the contractual amount was determined, and revise, as appropriate.

Notes to Consolidated Financial Statements
15. Subsequent Events, page F -28

2. It appears that you deleted the disclosure regarding the date  through which the
subsequent events have been evaluated as required by ASC 855 -10-50-1.  Please revise or
explain to us why you deleted this disclosure.

Stephen From
Eyegate Pharmaceuticals, Inc.
September 9, 2014
Page 2

 Notes to Consolidated Financial Statements (unaudited)
5. Debt, page F -40

3. Please refer to your discl osure on the Amended and Restated Notes on page F -41and
address the following:

 Revise to disclose the fair value of the warrants issued to the 2012 note holders.
 It appears that the conversion price of the notes will be equal to 70% of the initial
offering  price.  Provide us with your accounting analysis of the conversion feature of
the notes citing authoritative literature supporting your treatment.

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 request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledgin g 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 p ursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request f or 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 Securities Act of 1933 and the Securities Exchange Act of 1934 as th ey 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 effective date of the
registration statement.

Stephen From
Eyegate Pharmaceuticals, Inc.
September 9, 2014
Page 3

 You may contact Don Abbott at (202) 551 -3608  or Andrew Mew at (202) 551 -3377  if
you have questions regarding comments on the financial s tatements and related matters.   Please
contact M atthew Jones at (202) 551 -3786, John Krug at (202) 551 -3862, or me at  (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc:  Josef B. Volman , Esq.
J. Fraser Collin , Esq.
Burns & Levinson LLP
125 Summer Street
Boston, MA 02110

CORRESP
1
filename1.htm

Confidential
Treatment Requested by Eyegate Pharmaceuticals, Inc.

PORTIONS
OF THIS LETTER HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT made in accordance with 17 C.F.R. § 200.83
AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH ASTERISKs [***] TO DENOTE WHERE OMISSIONS HAVE BEEN MADE, which OMISSIONS have been
SUPPLEMENTALLY SUBMITTED UNDER SEPARATE COVER TO THE sec.

Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

August 8, 2014

United States Securities and Exchange Commission

Divison of Corporate Finance

Washington, DC 20549

    Re:
    Eyegate Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    Submitted July 30, 2014

    File No. 333-197725

Ladies and Gentlemen:

This letter (this “Letter”) is sent by Eyegate Pharmaceuticals,
Inc., a Delaware corporation (CIK No. 0001372514) (the “Company”) in response to the comments (each, a “Comment”)
of the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”), included
in a letter dated August 5, 2014 from Jeffrey P. Riedler, Assistant Director of the SEC, regarding the Company’s Registration
Statement on Form S-1, as filed with the SEC on July 30, 2014 (the “Form S-1”).

Set forth below are responses to the numbered Comments contained
in the Comment Letter. For your convenience, each response of the Company (each a “Response”) follows the sequentially
numbered Comment copied from the Comment Letter. In connection with this Response, the Company has filed an Amendment No. 1 to
the Form S-1 with the SEC (the “Amended Form S-1”), which is an updated version of the Form S-1.

Risk Factors

If clinical trials of the EGP-437 Combination Product . . .,
page 15

 1. We note in your response to comment 1 in our letter dated July 15, 2014 that you do not plan on submitting the protocols for
your second confirmatory Phase 3 clinical trial and your separate safety study of the EGP-437 Combination Product to the FDA at
any time prior to the completion of this offering. Please clarify if you plan to submit these protocols to the FDA at any time
prior to the commencement of these clinical trials.

Confidential Treatment Requested by Eyegate Pharmaceuticals,
Inc.

EG-A1-1

Response of the Company:

The Company acknowledges the Staff’s Comment and
has revised the disclosure on pages  15 and 16 of the Amended Form S-1 to clarify that while the Company does not intend to
submit its second confirmatory Phase 3 clinical trial or its separate safety study of the EGP-437 Combination Product to the
FDA for review prior to completion of the offering, it does intend submit these protocols to the FDA prior to the
commencement of both clinical trials.

Capitalization, page 45

 2. We acknowledge your revisions and response to comment 1 in our letter dated July 16, 2014 and have the following additional
comments:

 · It appears that you have not removed the third bullet of the lead paragraph that was combined with the second bullet. Please
revise.

 · Please explain to us what the accrued liabilities line item represents and why it is part of total capitalization.

 · Refer to your disclosure of the number of pro forma shares issued and outstanding shares totaling 60,920,461. The increase
of 58,895,114 does not appear to agree with the number of shares disclosed in the lead paragraph to reflect the conversion and
issuance of shares. Please revise and adjust the pro forma common stock dollar amount here and in Summary Financial Data, as appropriate.

 · The pro forma additional paid-in capital amount of $828,330 appears incorrect and does not agree with the corresponding dollar
amount in Summary Financial Data. Please revise to eliminate all inconsistencies.

 · Please tell us how the convertible notes are reflected in the pro forma capitalization table.

Response of the Company:

The Company acknowledges the Staff’s Comment and has updated
the “Capitalization” section of the Amended Form S-1:

 · To remove the third bullet of the lead paragraph;

 · To state “Accrued interest (included in accrued liabilities)”
and to present only the accrued interest related to the convertible notes;

Confidential Treatment Requested by Eyegate Pharmaceuticals,
Inc.

EG-A1-2

 · To revise the pro forma shares issued and outstanding to reflect the
conversion and the issuance of shares and revise the pro forma common stock amounts contained on this page of the Amended Form
S-1 and in the Summary Financial Data, as appropriate;

 · To revise its disclosure of the pro forma additional paid-in capital
and corresponding amount in Summary Financial Data; and

 · To revise its disclosure to reflect the conversion of the convertible
notes and accrued interest which is now included in the pro forma additional paid-in capital total. The common stock par value
adjustment has not been reflected as the number of shares of the Company’s common stock to be issued will be determined by
its initial public offering price.

Consolidated Financial Statements

Consolidated Statements of Convertible Preferred Stock Non-Controlling
Interests and Stockholders’ Deficit, page F-6

 3. We are considering your response and revisions to comment 5 in our letter dated July 16, 2014 and we have the following additional
comments:

 · Refer to your response to bullet 3. Please tell us where the proceeds from the sale of subsidiary shares in 2009 for proceeds
of $2,475,659 on December 9, 2009 and $205,683 in February 2010 are located on page F-8 of the financial statements.

 · Please refer to your schedule of non-controlling interests in response to bullet 5.

 o It appears that the amounts shown as gain to parent in your schedule is inconsistent with the gains disclosed in Note 9 and
the amounts recorded in additional paid-in capital in the consolidated financial statement. Also, the amounts paid for each investment
appear to be inconsistent as well. Please reconcile the various amounts in your schedule with the corresponding amounts disclosed
in Note 9 and the amounts disclosed in the consolidated financial statement.

 o In addition, please explain to us how you calculated the previous ownership amounts in your minority interest calculation schedule.

 o Please revise your roll-forward schedule as necessary.

Response of the Company:

Confidential Treatment Requested by Eyegate Pharmaceuticals,
Inc.

EG-A1-3

The Company acknowledges the Staff’s Comment and has revised
the Amended Form S-1 as follows:

 · The proceeds from the sale of common shares (“S.A.S. Common
Shares”) of the Company’s subsidiary, EyeGate Pharma S.A.S. (“EyeGate S.A.S.), on December 9, 2009 of $2,475,659
are recorded in non-controlling interest net of the gain to parent under the caption “Issuance of stock by subsidiary (at
$1.22 per share)”. The proceeds from the February 2010 sale of S.A.S. Common Shares of $205,683 is combined with the proceeds
from the June 14, 2010 sale of S.A.S. Common Shares of $1,235,958 (total $1,441,641) and is recorded in non-controlling interests
less the gain to parent under the caption “Issuance of stock by subsidiary (at $1.22 per share)”. See the Non-Controlling
Interest schedule attached hereto as Exhibit A for the computation of the gain to parent for the transactions noted.

 · The Company has revised its disclosure and the schedule of non-controlling
interests to reconcile the various amounts paid for each investment and the amounts recorded in additional paid-in capital in the
consolidated financial statement and the corresponding amounts in Note 9. The Company has determined that differences noted in
the non-controlling interest schedule are immaterial to the consolidated financial statements.

 · The Company has revised its schedule of non-controlling interests
to present the computation of the previous ownership amounts. In computing the net book value prior to the next investment received,
the ending net book value from the preceding year plus the net income or loss of EyeGate S.A.S. through the date of the investment
is included to arrive at the net book value used in determining the additional amount purchased which is then compared to the proceeds
received resulting in a computed gain to the parent.

 · The Company has revised its non-controlling interest roll-forward
schedule as necessary to reflect the computation and related disclosure amounts in Note 9 on page F-22 of the Amended Form S-1
and the corresponding amounts on Page F-8 of the Amended Form S-1.

The Company acknowledges that:

 · should the SEC or the Staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing;

 · the action of the SEC or the Staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Confidential Treatment Requested by Eyegate Pharmaceuticals,
Inc.

EG-A1-4

This Letter responds to all Comments contained in the Comment
Letter. If you have any further questions or comments, or if you require any additional information, please contact the undersigned
by telephone at (781) 788-9043 or our attorney, J. Fraser Collin, at (617) 345-3791. Thank you for your assistance.

[Remainder of Page Intentionally Left
Blank]

Confidential Treatment Requested by Eyegate Pharmaceuticals,
Inc.

EG-A1-5

Sincerely,

Eyegate Pharmaceuticals,
Inc.

/s/ Stephen From

Stephen From

President and Chief Executive Officer

cc: J. Fraser Collin, Esq., Burns & Levinson LLP

Confidential Treatment Requested by Eyegate Pharmaceuticals,
Inc.

EG-A1-6

Exhibit A

[***]

Confidential Treatment Requested by Eyegate Pharmaceuticals,
Inc.

EG-A1-7

August 5, 2014

Via E -mail
Stephen From
President and Chief Executive Officer
Eyegate Pharmaceuticals, Inc.
271 Waverley Oaks Road
Suite 108
Waltham, MA 02452

Re: Eyegate Pharmaceuticals, Inc.
Registration Statement on Form S -1
Filed July 30, 2014
  File No. 333 -197725

Dear Mr. From :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve 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.

Risk Factors
If clinical trials of the EGP -437 Combination Product  . . ., page 15

1. We note in your response to comment 1 in our letter dated July 15, 2014 that you do not
plan on submitting t he protocols for your second confirmatory Phase 3 clinical trial and
your separat e safety study of the EGP -437 Combination Product to the FDA at any time
prior to the completion of this offering.   Please clarify if you plan to submit these
protocols to the FDA at any time prior to the commencement of these clinical trials.

Capitalizat ion, page 4 5

2. We acknowledge your revisions and response to comment 1 in our letter dated July 16,
2014 and have the following additional comments:

Stephen From
Eyegate Pharmaceuticals, Inc.
August 5, 2014
Page 2

  It appears that you have not removed the third bullet of the lead paragraph that was
combined with the  second bullet.  Please revise.

 Please e xplain to us what the accrued liabilities line item represents and why it is part
of total capitalization.

 Refer to your disclosure of the number of pro forma shares issued and outstanding
shares totaling 60,920,461. The increase of 58,895,114 does not appear to agree with
the number of shares disclosed in the lead paragraph  to reflect the conversion and
issuance of shares.  Please revise and adjust the pro forma common stock dollar
amount here and in Summary Financial Dat a, as appropriate.

 The pro forma additional paid -in capital amount of $828,330 appears incorrect and
does not agree with the corresponding dollar amount in Summary Financial Data.
Please revise to eliminate all inconsistencies.

 Please t ell us how the convertible  notes are reflected in the pro forma capitalization
table.

Consolidated Financial Statements
Consolidated Statements of Convertible Preferred Stock Non -Controlling Interests and
Stockholders’ Deficit, page F -6

3. We are considering your response and revisions to comment 5 in our letter dated July 16,
2014 and we have the following additional comments:

 Refer to your response to bullet 3. Please tell us where the proceeds from the sale of
subsidiary shares in 2009 for proceeds of $2,475,659 on December 9, 2009 and
$205,683 in February 2010 are located on page F -8 of the financial statements.

 Please refer to your schedule of non -controlling interests in response to bullet 5.

o It appears that the amounts shown as gain to parent in your schedule is
inconsi stent with the gains disclosed in Note 9 and the amounts recorded in
additional paid -in capital in the consolidated financial statement.  Also, the
amounts paid for each investment appear to be inconsistent as well.  Please
reconcile the various amounts in  your schedule with the corresponding amounts
disclosed in Note 9 and the amounts disclosed in the consolidated financial
statement.

o In addition, please explain to us how you calculated the previous ownership
amounts in your minority interest calculation schedule.

o Please r evise your roll -forward schedule as necessary.

Stephen From
Eyegate Pharmaceuticals, Inc.
August 5, 2014
Page 3

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 appl icable 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 comme nts, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, decl are 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 responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Don Abbott at (202) 551 -3608  or Andrew Mew at (202) 551 -3377  if
you have questions regarding comments on the financial statements and related matters.  Please
contact M atthew Jones at (202) 551 -3786, John  Krug at (202) 551 -3862, or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

Stephen From
Eyegate Pharmaceuticals, Inc.
August 5, 2014
Page 4

cc:  Josef B. Volman
J. Fraser Collin
Burns & Levinson LLP
125 Summer Street
Boston, MA 02110

CORRESP
1
filename1.htm

Confidential Treatment Requested by Eyegate Pharmaceuticals, Inc.

PORTIONS
OF THIS LETTER HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT made in accordance with 17 C.F.R. § 200.83
AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH ASTERISKs [***] TO DENOTE WHERE OMISSIONS HAVE BEEN MADE, which OMISSIONS have been
SUPPLEMENTALLY SUBMITTED UNDER SEPARATE COVER TO THE sec.

Eyegate
Pharmaceuticals, Inc.

271
Waverley Oaks Road

Suite 108

Waltham, MA 02452

July 30, 2014

United States Securities and Exchange Commission

Divison of Corporate Finance

Washington, DC 20549

    Re:
    Eyegate Pharmaceuticals, Inc.

    Amended Draft Registration Statement on Form S-1

    Submitted July 8, 2014

    CIK No. 0001372514

Ladies and Gentlemen:

This letter (this “Letter”) is sent by Eyegate Pharmaceuticals,
Inc., a Delaware corporation (CIK No. 0001372514) (the “Company”) in response to the comments (each, a “Comment”)
of the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”), included
in letters dated July 15, 2014 (the “First Comment Letter”) and July 16, 2014 (the “Second Comment Letter”
and with the First Comment Letter, the “Comment Letters”), from Jeffrey P. Riedler, Assistant Director of the SEC,
regarding the Company’s Amended Draft Registration Statement on Form S-1, as confidentially submitted to the SEC on July
8, 2014 (the “Draft Form S-1”).

Set forth below are responses to the numbered Comments contained
in the Comment Letters. For your convenience, each response of the Company (each a “Response”) follows the sequentially
numbered Comment copied from the Comment Letters. In connection with this Response, the Company has  filed a Registration
Statement on Form S-1 with the SEC (the “Filed Form S-1”) which is an updated version of the Draft Form S-1.

First Comment Letter

Risk Factors

If clinical trials of the EGP-437 Combination Product . . .,
page 15

 1. We note your response to our prior comment 8. Please expand your disclosure to state when you submitted or plan to submit your
first Phase 3 clinical trial to the FDA for review, and when you plan to submit your second planned Phase 3 clinical trial to the
FDA for review. Alternatively, if you do not plan to submit these trials to the FDA prior to commencement, please also state this.

    Confidential Treatment Requested by Eyegate Pharmaceuticals, Inc.
EG-1

Response of the Company:

The Company acknowledges the Staff’s Comment and
has revised the disclosure on pages 15 and 16 of the Filed Form S-1 to clarify that the Company does not plan to submit its
second confirmatory Phase 3 clinical trial and its separate safety study of the EGP-437 Combination Product to the FDA for
review prior to completion of the offering.

Business

Follow-on Product: Wet AMD, page 66

 2. We note your response to prior comment 22. Please provide the percentage of the $6.1 billion of Lucentis and Eylea sales attributable
to the treatment of wet AMD, if available. Although it is helpful to disclose that Lucentis and Eylea are prescribed for other
conditions, please consider deleting the detailed descriptions of RVO, CRVO, and DME that follow the sales data for these drugs.

Response of the Company:

The Company acknowledges the Staff’s Comment and has revised
the disclosure to remove the reference to $6.1 billion in sales and the detailed descriptions
of RVO, CRVO, and DME.

License Agreements, page 79

 3. We note your response to our prior comment 29. We understand that you will seek confidential treatment for discreet milestone
payments. Please disclose the aggregate amount of all milestone payments made to date and the potential aggregate additional milestones
payments you may have to pay in the future.

Response of the Company:

The Company acknowledges the Staff’s Comment and has revised
the disclosure on page 79 of the Filed Form S-1 to provide, with respect to the applicable license agreement, the aggregate amount
of all milestone payments made to date and the potential aggregate additional milestones payments the Company may have to pay in
the future.

    Confidential Treatment Requested by Eyegate Pharmaceuticals, Inc.
EG-2

Second Comment Letter

Capitalization, page 45

 1. We acknowledge your revisions in response to prior comment 11 and have the following comments:

 · Please revise bullet 2 of the lead paragraph to disclose the number of shares of common stock of EyeGate Pharma S.A.S that
will be issued in exchange for each Series of Preferred Stock. Revise your disclosure to clarify if the common stock of EyeGate
Pharma S.A.S represents the non-controlling interest that will be zero on a pro forma basis.

 · For each Series of Preferred Stock disclose the number of common shares that will be issued upon conversion of preferred stock
so that an investor can understand your basis for the 50,196,044 shares that will be issued upon conversion.

 · Combine the second and third bullet of the lead paragraph because both are related to the pro forma presentation. Also, disclose
the total amount of debt that will convert and the number of common shares to be issued upon conversion of each Note.

 · It is not clear why you have the issuance and conversion of the April and June 2014 as separate lines. It appears that these
Notes will be converted and will be zero on a pro forma basis. If you believe these line items are meaningful revise the lead paragraph
to disclose the amount of short term debt issued in April and June of 2014 and the conversion ratio for each.

 · Cash and cash equivalents on a pro forma as adjusted basis should be left blank until the total offering proceeds is determined.

 · Revise your disclosure in summary financial data, as applicable.

Response of the Company:

The Company acknowledges the Staff’s Comment and has revised
the capitalization table of the Filed Form S-1 in the following manner:

 · Revised bullet 2 of the lead paragraph to disclose the number of shares of each series of the Company’s preferred stock
(“Preferred Stock”) that will be issued in exchange for common shares (“S.A.S. Common Shares”) of the Company’s
subsidiary, EyeGate Pharma S.A.S. (“EyeGate S.A.S.”). The Company has further revised its disclosure to state that
there will be zero non-controlling interests on a pro forma basis.

 · Disclosed for each series of Preferred Stock, the number of shares of the Company’s Common Stock (“Common Stock”)
that will be issued upon conversion of Preferred Stock.

 · Combined the second and third bullet of the lead paragraph in the pro forma presentation and disclosed the total amount of
the debt that will convert and the number of shares of Common Stock to be issued upon conversion of each convertible promissory
note.

    Confidential Treatment Requested by Eyegate Pharmaceuticals, Inc.
EG-3

 · Removed the April and June 2014 convertible promissory notes lines and disclosed in the lead paragraph the amount of the short
term debt issued and the conversion ratio for each convertible promissory note at either the initial public offering price or into
the Company’s Series D Preferred Stock (“Series D Preferred Stock”) at 70% of the Series D Preferred Stock offering
price.

 · Removed the cash and cash equivalents amount on a pro forma as adjusted basis.

 · Revised the disclosure in the summary financial data, as applicable.

 2. Please revise to include the current portion of long-term debt as part of total capitalization.

Response of the Company:

The Company acknowledges the Staff’s Comment and has revised
the capitalization table in the Filed Form S-1 to include the current portion of long-term debt.

Dilution, page 47

 3. We note your historical net tangible book deficit changed significantly from December 31, 2013 to March 31, 2014. It appears
at March 31, 2014 you did not include convertible preferred stock and non-controlling interests in the calculation. Please explain
to us the basis for your revised calculation.

Response of the Company:

The Company acknowledges the Staff’s Comment and has determined
that it incorrectly included the (convertible) Preferred Stock and non-controlling interests in determining historical net tangible
book deficit as of December 31, 2013. The calculation of historical net tangible book deficit per share represents total tangible
assets less total liabilities divided by the number of shares of Common Stock outstanding. The computation as of March 31, 2014
excludes the (convertible) Preferred Stock and non-controlling interests, as they are not liabilities, but rather temporary equity
under ASR 268.

Consolidated Financial Statements

Consolidated Statements of Convertible Preferred Stock Non-Controlling
Interests and Stockholders’ Deficit, page F-6

 4. We note your revisions in response to prior comment 35. However the financial statement starting on page F-10 starts with the
balance at December 31, 2010 instead of December 31, 2012. Therefore this page of the financial statement does not foot. Please
revise.

    Confidential Treatment Requested by Eyegate Pharmaceuticals, Inc.
EG-4

Response of the Company:

The Company acknowledges the Staff’s Comment has corrected
the Statement of Stockholders’ Deficit balances in the Filed Form S-1 to properly reflect the correct ending date and amounts
on page F-10.

 5. We are considering your response to prior comment 36 and have the following comments:

 · As previously requested, please explain to us why the part of the proceeds from issuing convertible preferred stock in the
years ended December 31, 2007 through 2011 by the Parent was allocated to non-controlling interests. It appears that the amount
in non-controlling interests was for the issuance of stock by the subsidiary. Also it is not clear why the line item for the issuance
of preferred stock increases non-controlling interests but the line item for the issuance of stock by the subsidiary decreases
non-controlling interests.

 · Explain to us why the issuance of Series B Convertible Preferred Stock in 2006 is described as issued by subsidiary when page
F-22 discloses that these were subsidiary shares.

 · You disclose on page F-20 that on December 8, 2009 the convertible notes and issuance of the Series D stock resulted in total
proceeds of $8,259,909, net of issuance costs, of which $4,167,188 were received by the Company’s French subsidiary. Reconcile
for us the amount received by the French subsidiary to the amount allocated to non-controlling interests for $2,475,659.

 · Explain to us why the issuance of Series D Convertible Preferred Stock in 2011 results in a negative amount. Compare the amounts
disclosed for this line item in 2011 consolidated statement of convertible preferred stock non-controlling interests and stockholders’
deficit with the disclosure on page F-23 that the subsidiary issued shares and the Company purchased shares on February 9, 2011.

 · In addition, for each year noted above please provide us with a schedule that shows how the amount that reduces non-controlling
interest for the issuance of stock by the subsidiary is calculated.

Response of the Company:

The Company acknowledges the Staff’s Comment and has revised
the disclosures in the Filed Form S-1 in the following manner:

 · The Company issued Preferred Stock concurrently with the issuance of S.A.S. Common Shares in the years ended December 31, 2007
through 2011 and has amended pages F-7 through F-9 to present separately the proceeds for EyeGate S.A.S.’s transactions (inclusive
of the adjustment to the parent’s carrying value, previously presented separately).

 · The Company has amended its disclosure to reflect the issuance of S.A.S. Common Shares on page F-7.

 · The Company has revised its disclosure to clarify the conversion of $4,167,188 of the Company’s convertible promissory
notes directly into 3,429,691 shares of Series D Preferred Stock. Total proceeds from the sale of Series D Preferred Stock of $8,259,909
included the issuance of 3,483,603 shares of Series D Preferred Stock with net proceeds of $4,092,721 and the conversion of the
Company’s convertible promissory notes of $4,167,188. In addition to these transactions, as disclosed in Note 9 on page F-22,
EyeGate S.A.S. issued S.A.S. Common Shares in exchange for $2,475,659 on December 9, 2009 and $205,683 of proceeds which was received
in February 2010.

    Confidential Treatment Requested by Eyegate Pharmaceuticals, Inc.
EG-5

 · The issuance of Series D Preferred Stock in 2011 resulting in a negative amount was for the recognition of cumulative issuance
costs not previously included in the 2010 Series D Preferred Stock offering. The Company has revised its disclosure on page F-9
to present the proceeds of the EyeGate S.A.S. transactions (inclusive of the adjustment to the parent’s carrying value, previously
presented separately).

 · The Company has provided a schedule, attached hereto as Exhibit A, which shows, for each year, how the amount that reduces
non-controlling interest for the issuance of S.A.S. Common Shares by EyeGate S.A.S. is calculated.

Notes to Consolidated Financial Statements

6. Debt, page F-18

 6. In your response to prior comment 37 you state “the Company will determine the final accounting upon conversion of the
2012 and 2013 Notes under ASC 470-60 - Troubled Debt Restructuring by Debtors.” Please advise us when you would expect to
finish your determination of the related accounting treatment. We remind you to provide us your analysis of the accounting treatment
once you have it determined.

Response of the Company:

The Company acknowledges the Staff’s Comment and expects
to complete its analysis of its accounting treatment and related disclosure in connection with its second quarter closing process
for the three and six months ended June 30, 2014, and will provide the SEC with its analysis of the accounting treatment with the
filing of the second quarter  financial information.

The Company acknowledges that:

 · should the SEC or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
SEC from taking any action with respect to the filing;

 · the action of the SEC or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the SEC or any person under the federal securities laws of the United States.

    Confidential Treatment Requested by Eyegate Pharmaceuticals, Inc.
EG-6

This Letter responds to all Comments contained in the Comment
Letters. If you have any further questions or comments, or if you require any additional information, please contact the undersigned
by telephone at (781) 788-9043 or our attorney, J. Fraser Collin, at (617) 345-3791. Thank you for your assistance.

Sincerely,

Eyegate Pharmaceuticals,
Inc.

/s/ Stephen From

Stephen From

President and Chief Executive Officer

cc: J. Fraser Collin, Esq., Burns & Levinson LLP

    Confidential Treatment Requested by Eyegate Pharmaceuticals, Inc.
EG-7

Exhibit A

[***]

    Confidential Treatment Requested by Eyegate Pharmaceuticals, Inc.
EG-8

July 16 , 2014

Via E -mail
Stephen From
President and Chief Executive Officer
Eyegate Pharmaceuticals, Inc.
271 Waverley Oaks Road
Suite 108
Waltham, MA 02452

Re: Eyegate Pharmaceuticals, Inc.
Amended Draft Registration Statement on Form S -1
Submitted July 8, 2014
  CIK No. 0001372514

Dear Mr. From :

We have reviewed your amended draft registration statement  and have the following
additional 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.

Capitalization, page 4 5

1. We acknowledge your revisions in response to prior comment 11 and have the following
comments:
 Please revise bullet 2 of the lead paragraph  to disclose the number of shares of
common stock of EyeGate Pharma S.A.S  that will be issued in exchange for  each
Series of Preferred Stock .  Revise your disclosure to clarify if the c ommon stock of
EyeGate Pharma S.A. S represents the non -controlling interest that will be zero on a
pro forma basis.
 For each Series of Preferred Stock disclose the number of common shares that will be
issued upon conversion of preferred stock so that an investor can understand your
basis for the 50,196,044 shares that will be issued upon conversion.

Stephen From
Eyegate Pharmaceuticals, Inc.
July 16 , 2014
Page 2

  Combine the second and third bullet of the lead paragraph because both are related to
the pro forma presentation.  Also, disclose the total amount of debt that will convert
and the number of co mmon shares to be issued upon conversion of each Note.
 It is not clear why you have the issuance and conversion of the April and June 2014
as separate lines.  It appears that these Notes will be converted and will be zero on a
pro forma basis.  If you beli eve these line items are meaningful revise the lead
paragraph to disclose the amount of short term debt issued in April and June of 2014
and the conversion ratio for each.
 Cash and cash equivalents on a pro forma as adjusted basis should be left blank unti l
the total offering proceeds is determined.
 Revise your disclosure in summary financial data, as applicable.

2. Please revise to include the current portion of long -term debt as part of total
capitalization.

Dilution, page 47

3. We note your historical net t angible book deficit changed significantly from December
31, 2013 to March 31, 2014.  It appears at March 31, 2014 you did not include
convertible preferred stock and non -controlling interests in the calculation.  Please
explain to us the basis for your re vised calculation.

Consolidated Financial Statements
Consolidated Statements of Convertible Preferred Stock Non -Controlling Interests and
Stockholders’ Deficit, page F -6

4. We note your revisions in response to prior comment 35.  However the financial
statement starting on page F -10 starts with the balance at December 31, 2010 instead of
December 31, 2012. Therefore this page of the financial statement does not foot.  Please
revise.

5. We are considering your response to prior comment 36 and have the following
comments:
 As previously requested, please explain to us why the part of the proceeds from
issuing convertible preferred stock in the years ended December 31, 2007 through
2011 by the Parent was allocated to non -controlling interests.  It appears that the
amount in non -controlling interests was for the issuance of stock by the subsidiary.
Also it  is not clear why the line item for the issuance of preferred stock increases non-
controlling interests but the line item for the issuance of stock by the subsidiary
decreases non -controlling interests.
 Explain to us why the issuance of Series B Convertible Preferred Stock in 2006 is
described as issued by subsidiary when page F -22 discloses that these were subsidiary
shares.

Stephen From
Eyegate Pharmaceuticals, Inc.
July 16 , 2014
Page 3

  You disclose on page F -20 that on December 8, 2009 t he convertible notes and
issuance of the Series D stock resulted in total proceeds of $8,259,909, net of
issuan ce costs, of which $4,167,188 were received  by the Company’s French
subsidiary.   Reconcile for us the amount received by the French subsidiary to the
amount allocated to non -controlling interests for $2,475,659.
 Explain to us why the issuance of Series D Convertible Preferred Stock in 20 11
results in a negative amount.  Compare the amounts disclosed for this line item in
2011 consolidated statement of convertible preferred stock non -controlling interests
and stockholders’ deficit with the disclosure on pag e F-23 that the subsidiary issued
shares and the Company purchased shares on February 9, 2011.
 In addition, for each year noted above please provide us with a schedule that shows
how the amount that reduces non -controlling interest for the issuance of st ock by the
subsidiary is calculated .

Notes to Consolidated Financial Statements
6. Debt, page F -18

6. In your response to prior comment 37 you state “t he Company will determine the final
accounting upon  conversion of the 2012 and 2013 Notes under ASC 470 -60 - Troubled
Debt Restructuring by Debtors. ”  Please advise us when you would expect to finish your
determination of the related accounting treatment. We remind you to provide us your
analysis of the accounting treatment once you have it determined.

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 correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/e dgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence 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 Don Abbott at (202) 551 -3608  or Andrew Mew at (202) 551 -3377  if
you have questions regarding comments on the financial statements and related matters.

Stephen From
Eyegate Pharmaceuticals, Inc.
July 16 , 2014
Page 4

 Please contact M atthew Jones at (202) 551 -3786 or me at (202) 551 -3715 with any other
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc:  Josef B. Volman
J. Fraser Collin
Burns & Levinson LLP
125 Summer Street
Boston, MA 02110

July 15, 2014
Via E -mail
Stephen From
President and Chief Executive Officer
Eyegate Pharmaceuticals, Inc.
271 Waverley Oaks Road
Suite 108
Waltham, MA 02452

Re: Eyegate Pharmaceuticals, Inc.
Amended Draft Registration Statement on Form S -1
Submitted July 8, 2014
  CIK No. 0001372514

Dear Mr. From :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may  ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

Risk Factors
If clinical trials of the EGP -437 Combination Product  . . ., page 15

1. We note your response to our prior comment 8.  Please expand your disclosure to state
when you submitted or plan to submit your first Phase 3 clinical trial to the FDA  for
review , and when you pla n to submit your second planned Phase 3 clinical trial to the
FDA  for review .  Alternatively, if you do not plan to submit these  trials to the FDA  prior
to com mencemen t, please also state this.

Business
Follow -on Product: Wet AMD, page 66

2. We note your response to prior comment 22. Please pr ovide the percentage of the $6.1
billion of Lucentis and Eylea sales attributable to the treatment of wet AMD, if available.

Stephen From
Eyegate Pharmaceuticals, Inc.
July 15, 2014
Page 2

 Although it is helpful to disclose that Lucentis and Eylea are prescribed for other
conditions, please consider deleting the detail ed descriptions of RVO, CRVO, and DME
that follow  the sales data for these drugs.

License Agreements, page 79

3. We note your response to our prior comment 29. We understand that you will seek
confidential treatment for discreet milestone payments. Please  disclose the aggregate
amount of all milestone payments made to date and the potential aggregate additional
milestones payments you may have to pay in the future.

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 ke ep in mind that we may publicly post filing review correspondence 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 confid ential treatment of information in the
correspondence 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 Don Abbott at (202) 551 -3608  or Andrew Mew at (202) 551 -3377  if
you have questions regarding comments on the financial statements and related matters.  Please
contact M atthew Jones at (202) 551 -3786 or me at (202) 551 -3715 with any other qu estions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc:  Josef B. Volman
J. Fraser Collin
Burns & Levinson LLP
125 Summer Street
Boston, MA 02110

June 12, 2014

Via E -mail
Stephen From
President and Chief Executive Officer
Eyegate Pharmaceuticals, Inc.
271 Waverley Oaks Road
Suite 108
Waltham, MA 02452

Re: Eyegate Pharmaceuticals, Inc.
Draft Registration Statement on Form S -1
Submitted May 14, 2014
  CIK No. 0001372514

Dear Mr. From :

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
amende d draft registration statement or filed registration statement, we  may have additional
comments.

General

1. Please file all exhibits as soon as practicable. We may have further comments upon
examination of these exhibits.

2. Prior to its use please provide us proofs of all graphic, visual or photographic information
you will provide in the printed prospectus. Please note that we may have comments
regarding this material.

3. Please supplementally provide us with any written mate rials that you or anyone
authorized to do so on your behalf provides in reliance on Section 5(d) of the Securities
Act to potential investors that are qualified institutional buyers or institutional accredited
investors. Similarly, please supplementally pr ovide us with any research reports about

Stephen From
Eyegate Pharmaceuticals, Inc.
June 12, 2014
Page 2

 you that are published or distributed in reliance upon Section 2(a)(3) o f the Securities Act
of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any
broker or dealer that is participating o r will participate in your offering.

4. Comments to your application for confidential treatment will be delivered under separate
cover.

Prospectus Summary , page 1

5. Please  revise your disclosure to define
 iontophoresis ;
 macular edema; and
 allergic conjunctivitis.

Risks Related to our Business, page 3

6. Please expand the disclosure for the fifth bullet to state that the Phase 3 trial for anterior
uveitis did not demonstrate statistically significant non -inferiority and disclose the control
used in th e trial.

Risk Factors

7. We note on page 15 you state that the FDA may not find the confirmatory Phase 3
clinical trial  to be an acceptable means of meeting the requirements for marketing
approval . In a separate risk factor, please address challenges involved in non -inferiority
studies including the use of your selected active concurrent control and assay sensitivity.

If clinical trials of the EGP -437 Combination Product  . . ., page 15

8. We note on page 15 that you are initiating your planned confirmatory Phase 3 cli nical
trial without waiting for  comments from the FDA. Please clarify whether you have now
received comments or correspondence and, if applicable, expand your disclosure to
include the substance of any such correspondence or discussions between you and the
FDA regarding your first Phase 3 trial of EGP -437.

If we fail to compl y with our obligations in our intellectual property licenses  . . ., page 28

9. Please expand your disclosure to discuss the specific risk related to your failure to pay the
minimum royalty to the University of Miami.

Use of Proceeds, page 44

10. We note that you state that you cannot specify with certainty all of the particular uses for
the net proceeds from your offering.  However, if the company has specific purposes in

Stephen From
Eyegate Pharmaceuticals, Inc.
June 12, 2014
Page 3

 mind for the use of proceeds, Item 504 of Regulation S -K requires disclosure of the
approx imate amount intended to be used for each such purpose.  This is required even if,
as you state, management will have broad discretion in allocating the proceeds and that
the amount and timing of your actual expenditures may vary signific antly from your
expectations  depending on numerous factors.  Please a mend your disclosure to include
the estimated  amount of proceeds you plan to allocate for general research and
development activities, each of y our planned clinical trials of EGP -437 Combination
Product, a nd for working capital and other general corporate purposes . Additionally,
please expand your disclosure to state the extent of completion for each of your planned
EGP -437 clinical trials that you expect to reach using the allocated proceeds.

Capitalization, page 46

11. We note you have included  balance sheet data such as cash and cash equivalents , total
current assets and total assets  in the capitalization table .  Please remove these line items
and include only the relevant items in your total capitalization.

12. You disclose that the convertible promissory notes due to shareholders will be adjusted to
zero in the pro forma presentation.  Please revise your pro forma disclosure to explain the
nature of this adjustment here and in the summary financial data section.

13. Explain to us why it is appropriate to give pro forma effect of the exercise of warrants to
purchase various classes of preferred and common stock within the pro forma column.
Also explain why the exercises are factually supportable in your response.

14. Pleas e revise the footnotes to the capitalization table to be consistent with the footnote
reference for each column.  For example footnote 2 should be changed to footnote 3 to
describe the pro forma as adjusted presentation and also include a new footnote 2 fo r the
pro forma column.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 56

15. You disclose that you  must allocate your next loss between the controlling  and non -
controlling interest in your statement of operations.   However, the table that summarizes
your results of operations shows net income attributable to non -controlling interest.
Please explain to us how non -controlling interest are allocated net income in light of your
development stag e.

Off-Balance Sheet Arrangements, page 59

16. Please update your disclosure to clarify that you do not have any off -balance sheet
arrangements. Alternatively, please include any material off -balance sheet arrangements.

Stephen From
Eyegate Pharmaceuticals, Inc.
June 12, 2014
Page 4

Business, page 60

17. Please amend your  disclosure to describe the INDs submitted for EGP -437 by indication
and disclose when these INDs were filed and by whom. If no INDs were filed, please
disclose why INDs were not required.

18. We note on page 60 that the company is developing EGP -437 under th e 505(b)(2) New
Drug Application regulatory pathway. We also note that the Phase 3 non -inferiority study
relied on prednisolone acetate ophthalmic suspension administered in the form of eye
drops as a control. Please expand your disclosure to explain your decision to rely on the
505(b)(2) New Drug Application regulatory pathway, and your selection of prednisolone
acetate ophthalmic suspension as your control.

19. We note in the pipeline table on page s 2 and  61 that the status for the indications of
macular edema and allergic conjunctivitis are labeled as “No clinical trials.” Please revise
your disclosure to state the pre -clinical trials that you have either started or completed
similar to the status for EGP -Back -of-the-eye for the Wet AMD  indication . Alternatively,
if you have not yet started to investigate these two indications, please remove them from
your pipeline table.

20. We note in the pipeline table on page s 2 and  61 that EGP -Back -of-the-eye has
demonst rated in vivo delivery of multiple therapeutic classes. We also note on page 66
that you are seeking suitable drug candidates to develop and address Wet AMD.  Please
clarify whether any drug molecules have actually been identified for EGP -Back -of-the-
eye P rogram. If no molecules have been identified, please eliminate this program from
the pipeline table on page 61.

Expand use of our EGP -437 Combination Product for Additional Ocular Indications, page 61

21. We note on page 61 that you are evaluating additional  ocular indications besides anterior
uveitis, and expect to have top -line data from at least one Phase 2 proof -of-concept study
by the end of 2015. We also note in your pipeline table on page s 2 and  61 that  you have
as a near -term milestone the plan to assess and  initiate Phase 2 proof of concept trials for
dry eye and cataract surgery. However, your pipeline table also states that you have
completed a Phase 3 dry eye trial and a Phase 2 cataract surgery trial, and you state on
page 66 that you considered two tria ls for dry eye when setting the dosage for the Phase 3
non-infectious anterior uveitis trial. Please revise your disclosure to clarify your plans for
a future Phase 2 proof -of-concept study with regard to dry eye or cataract surgery.
Additionally, to the e xtent that you have plans to continue studying these two indications,
please update your disclosure to explain these two indications and the results from your
latest trials. Alternatively, if you no longer plan to pursue these two indications, please
remov e these two indications from your pipeline table, provide an explanation for why

Stephen From
Eyegate Pharmaceuticals, Inc.
June 12, 2014
Page 5

 you are no longer pursuing these two indications, and, if applicable, provide any material
results from your trials that you considered in your decision .

Follow -on Product: Wet AMD, page 66

22. We note that sales of Lucentis and Eylea  for all indications totaled approximately $6.1
billion . Please clarify if either of these drugs is regularly used for other indications.
Additionally, please state the size of the population that annually suffers from this disease
similar to your disclosure on page 65.

Clinical Trial Results, page 66

23. We note on page 51 that the current standard of care for treatme nt of non -infectious
anterior u veitis suffers from a low level of patient compliance . Please expand your
disclosure on page 66 and 67 to address the reasons for the difference in size of the ITT
population and the PP population, and how you determined if patients complied with the
treatment plan in your studies in which patients self -admi nistered the treatment.

24. We note on page 67 that the results from the primary efficacy endpoint did not achieve
statistical significance in the intent -to-treat population  or per protocol populations . Please
revise your disclosure on pages 62 and 66 to clarify t hat the Phase 3 trial did not
demonstrate to a statistically significant level  that two iontophoretic treatments of your
EGP -437 Combination Product over a 4 -week period achieved the same response rate as
154 drops PA.

25. Please explain the meaning and signif icance of p -values the first time you refer to this
statistic.

26. On page 67 and 68, please revise the disclosure to provide p -values and conclusions as to
statistical significance of all secondary endpoints discussed . If no statistical analysis was
performe d please disclose that also.

Intellectual Property and Proprietary Rights, page 70

27. We note on page  70 that you have patents covering EGP -437 in the U.S. We also note
that you have patents in the U.S. and other countries that cover iontophoretic drug
delivery devices. For each of the patents covering EGP -437 and the drug delivery
devices , if you have filed or intend to file patents in any additional material jurisdiction
other than the U.S. , please expand your patent disclosure to discuss the patent
applic ations and patents in these jurisdictions. In that regard, we note disclosure in your
prospectus discussing the EU system  and the market for your drug candidate  in the EU,
such as your disclosure on pages 26 and 66 . Please amend your disclosure in this sec tion
to explain your actions related to your intellectual property in Europe. Alternatively, if
you do not intend to pursue the commercialization of your products in Europe in

Stephen From
Eyegate Pharmaceuticals, Inc.
June 12, 2014
Page 6

 reasonable proximity to pursuing commercialization in the U .S., please clarify t hroughout
the prospectus and consider eliminating or modifying your disclosure regarding the EU
system and market , as may be applicable.

28. We note on page 70 that you provide a patent expiration date for the U.S. patent covering
EGP -437. Please provide any other material patent expiration dates by jurisdiction for
each of EGP -437 or the drug delivery device s.

License Agreements, page 70

29. We note that you have entered into an Amended and Restated License Agreement with
the University of Miami. Please disclo se the milestone payments paid to date and the
aggregate potential future milestone payments .

30. We note that you have not paid the minimum royalty payments to the University of
Miami for each of January 2012, 2013, and 2014. Please disclose if you have not paid a n
annual license fee or any milestone payments, as applicable. Additionally, please expand
your disclosure to include any communications between the registrant and the University
of Miami regarding your payment obligations.

Board of  Directors, page 81

31. We not e on page 83 that the composition of these committees will meet the criteria for
independence.  Please clarify that each director will meet the criteria for independence, as
applicable.

32. Please include a table for your outstanding equity awards at fiscal year-end pursuant to
Item 402(p) of Regulation S -K.

Shares Eligible for Future Sale, page 109

33. Once available, please file copies of each of the lock -up agreements.

34. Please state the number of shares that are subject to a lock -up.

Consolidated Financial  Statements
Consolidated Statements of Convertible Preferred Stock Non -Controlling Interests and
Stockholders’ Deficit, page F -6

35. Please revise your financial statement to disclose the dollar amount per share of each
issuance as required by ASC 915 -215-45-1b.

36. Please e xplain to us how your pr esentation of non-controlling interests as temporary
equity in the consolidated balance sheets complies with ASC 810 -10-45-16 and why the

Stephen From
Eyegate Pharmaceuticals, Inc.
June 12, 2014
Page 7

 part of the proceeds from issuing convertible preferred stock in 2006 through 2011 was
allocated to non -controlling interests.

Notes to Consolidated Financial Statements
6. Debt, page F -17

37. Please revise your disclosure to clarify how a sale of the Company is defined in the 2012
and 2013 Notes and whether the initial public offeri ng is considered a sale.  Based on
your pro forma presentations in summary financial data and capitalization it appears that
the Notes will convert upon the initial public offering. Disclose if the notes will be repaid
from the proceeds of this offering or  will convert upon the IPO.  If the Notes will convert
disclose the accounting treatment of the conversion into shares of preferred stock.

15. Subsequent Events, page F -26

38. Please revise to disclose the date through which subsequent events have been ev aluated
and whether that date is the date the financial statements were issued or were available to
be issued.  Refer to ASC 855 -10-50-1.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain t hat 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 accura cy
and adequacy of the disclosures t