SecProbe.io

CORRESP
 1
 filename1.htm

 Lipella
Pharmaceuticals Inc.

 7800
Susquehanna St.

 Suite
505

 Pittsburgh,
PA 15208

 (412)
894-1853

 April
1, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, NE

 Washington
D.C. 20549

 RE:
 Lipella Pharmaceuticals Inc.

 File No. 333-286199

 Registration Statement on Form S-3

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Lipella Pharmaceuticals Inc. (the “Registrant”)
respectfully requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated so that the same will become effective at 5:00 p.m. Eastern Time on April 3, 2025, or as soon thereafter as is practicable.

 The
Registrant understands that the United States Securities and Exchange Commission (the “Commission”) will consider this request
for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Registrant is aware of its
responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed resale of the securities
specified in the Registration Statement by the selling stockholders named therein.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David
Danovitch at (212) 660-3060, or in his absence, Michael DeDonato at (212) 660-3038, or in his absence, Hermione Krumm at (212) 660-3012.
We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration
Statement be sent to Mr. Danovitch via email at ddanovitch@sullivanlaw.com.

 Sincerely,

 Lipella Pharmaceuticals Inc.

 By:
 /s/
 Jonathan Kaufman

 Jonathan Kaufman

 Chief Executive Officer

 cc:
 Douglas
 Johnston, Chief Financial Officer
 David
 E. Danovitch, Sullivan & Worcester LLP

 Michael
 DeDonato, Sullivan & Worcester LLP
 Hermione
 M. Krumm, Sullivan & Worcester LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2025

Jonathan Kaufman
Chief Executive Officer
Lipella Pharmaceuticals Inc.
7800 Susquehanna St., Suite 505
Pittsburgh, PA 15208

 Re: Lipella Pharmaceuticals Inc.
 Registration Statement on Form S-3
 Filed March 28, 2025
 File No. 333-286199
Dear Jonathan Kaufman:

 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 Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Hermione M. Krumm, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Lipella
Pharmaceuticals Inc.

7800
Susquehanna St.

Suite
505

Pittsburgh,
PA 15208

(412)
894-1853

January
13, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, NE

Washington
D.C. 20549

    RE:
    Lipella Pharmaceuticals Inc.

    File No. 333-284172

    Registration Statement on Form S-3

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Lipella Pharmaceuticals Inc. (the “Registrant”)
respectfully requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated so that the same will become effective at 5:00 p.m. Eastern Time on January 15, 2025, or as soon thereafter as is practicable.

The
Registrant understands that the United States Securities and Exchange Commission (the “Commission”) will consider this request
for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Registrant is aware of its
responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed resale of the securities
specified in the Registration Statement by the selling stockholders named therein.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David
Danovitch at (212) 660-3060, or in his absence, Michael DeDonato at (212) 660-3038, or in his absence, Hermione Krumm at (212) 660-3012.
We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration
Statement be sent to Mr. Danovitch via email at ddanovitch@sullivanlaw.com.

Sincerely,

    Lipella Pharmaceuticals Inc.

    By:
    /s/
    Jonathan Kaufman

    Jonathan Kaufman

    Chief Executive Officer

    cc:
    Douglas
        Johnston, Chief Financial Officer

    David
    E. Danovitch, Sullivan & Worcester LLP

    Michael
        DeDonato, Sullivan & Worcester LLP

    Hermione
    M. Krumm, Sullivan & Worcester LLP

January 13, 2025
Jonathan Kaufman
Chief Executive Officer
Lipella Pharmaceuticals Inc.
7800 Susquehanna St., Suite 505
Pittsburgh, PA 15208
Re:Lipella Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed January 7, 2025
File No. 333-284172
Dear Jonathan Kaufman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Hermione M. Krumm, Esq.

United States securities and exchange commission logo
February 6, 2024
Jonathan Kaufman
Chief Executive Officer
Lipella Pharmaceuticals, Inc.
7800 Susquehanna St.
Suite 505
Pittsburgh, PA 15208
Re:Lipella Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed February 1, 2024
File No. 333-276815
Dear Jonathan Kaufman:
            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 Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael DeDonato

CORRESP
1
filename1.htm

Lipella
Pharmaceuticals Inc.

7800
Susquehanna St.

Suite
505

Pittsburgh,
PA 15208

(412)
894-1853

February
6, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, NE

Washington
D.C. 20549

    RE:
    Lipella Pharmaceuticals Inc.

    File No. 333-276815

    Registration Statement on Form S-3

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Lipella Pharmaceuticals Inc. (the “Registrant”)
respectfully requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated so that the same will become effective at 5:00 p.m. Eastern Time on February 8, 2024, or as soon thereafter as is practicable.

The
Registrant understands that the United States Securities and Exchange Commission (the “Commission”) will consider this request
for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Registrant is aware of its
responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed resale of the securities
specified in the Registration Statement by the selling stockholders named therein.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David
Danovitch at (212) 660-3060, or in his absence, Michael DeDonato at (212) 660-3038. We also respectfully request that a copy of the written
order from the Commission verifying the effective date and time of the Registration Statement be sent to Mr. Danovitch via email at ddanovitch@sullivanlaw.com.

Sincerely,

    Lipella Pharmaceuticals Inc.

    By:
    /s/
    Jonathan Kaufman

    Jonathan Kaufman

    Chief Executive Officer

    cc:
    Douglas Johnston, Chief Financial Officer

    David
        E. Danovitch, Sullivan & Worcester LLP

    Michael
    DeDonato, Sullivan & Worcester LLP

United States securities and exchange commission logo
November 6, 2023
Jonathan Kaufman
Chief Executive Officer
Lipella Pharmaceuticals Inc.
7800 Susquehanna St., Suite 505
Pittsburgh, PA 15208
Re:Lipella Pharmaceuticals Inc.
Registration Statement on Form S-1
Filed November 1, 2023
File No. 333-275245
Dear Jonathan Kaufman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David E. Danovitch, Esq.

CORRESP
1
filename1.htm

Lipella
Pharmaceuticals Inc.

7800
Susquehanna St.

Suite
505

Pittsburgh,
PA 15208

November
6, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington
D.C. 20549

    RE:
    Lipella Pharmaceuticals Inc.

    File No. 333-275245

    Registration Statement on Form S-1

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. Eastern Time on November
8, 2023, or as soon thereafter as is practicable.

Sincerely,

    Lipella Pharmaceuticals Inc.

    By:
    /s/
    Jonathan Kaufman

    Jonathan Kaufman

    Chief Executive Officer

    cc:
    David E. Danovitch, Sullivan & Worcester LLP

    Ben
        Armour, Sullivan & Worcester LLP

    Aaron
    M. Schleicher, Sullivan & Worcester LLP

CORRESP
1
filename1.htm

VIA
EDGAR

December
16, 2022

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, NE

Washington,
D.C. 20549

Attn:
Jason Drory

    Re:
    LIPELLA
    PHARMACEUTICALS INC.

    File
        No. 333-266397

    Registration
    Statement on Form S-1, as amended

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Spartan Capital Securities, LLC, acting as representative of the underwriters, hereby joins
Lipella Pharmaceuticals Inc. in requesting acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective on December 19, 2022, at 3:00 p.m. Eastern Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated December 15, 2022,
to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The
undersigned confirm that it has complied and will continue to comply with, and it has been informed or will be informed by participating
dealers that it has complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

Very
truly yours,

SPARTAN
CAPITAL SECURITIES, LLC

  By:
  /s/ Jason Diamond

  Name:
  Jason Diamond

  Title:
  Managing Director, Head of Investment

CORRESP
1
filename1.htm

Lipella Pharmaceuticals Inc.

7800 Susquehanna St., Suite 505

Pittsburgh, Pennsylvania 15208

December 15, 2022

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

  Re:
  Lipella Pharmaceuticals Inc.

  File No. 333-266397

  Registration Statement on Form S-1, as amended

Dear
Sir and Madam:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), Lipella Pharmaceuticals Inc. (the “Registrant”) hereby
requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate
the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective
on December 19, 2022, at 3:00 p.m. Eastern Time, or as soon thereafter as practicable.

The Registrant understands that the Commission will
consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Registrant
is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed sale
of the securities specified in the Registration Statement by the Registrant.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David Danovitch at (212) 660-3060, or in his
absence, Michael DeDonato at (212) 660-3038 or Benjamin Armour at (617) 338-2423. We also respectfully request that a copy of the
written order from the Commission verifying the effective date and time of the Registration Statement be sent to Mr. Danovitch via email
at ddanovitch@sullivanlaw.com and Mr. DeDonato via email at mdedonato@sullivanlaw.com.

Under separate cover, you will receive today
a letter from the representative of the underwriters of the proposed offering joining in the Company’s request for acceleration
of the effectiveness of the Registration Statement.

    Sincerely,

    Lipella Pharmaceuticals Inc.

    By:

    /s/
    Jonathan Kaufman

    Name: Jonathan Kaufman

    Title: Chief Executive Officer

    cc:
    David E. Danovitch,
    Esq., Sullivan & Worcester LLP

    Michael
        DeDonato, Esq., Sullivan & Worcester LLP

    Benjamin
    Armour, Esq., Sullivan & Worcester LLP

CORRESP
1
filename1.htm

Lipella
Pharmaceuticals Inc.

7800
Susquehanna St., Suite 505

Pittsburgh,
Pennsylvania 15208

December
13, 2022

Via
EDGAR

Jason
Drory

Anne
Parker

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Lipella Pharmaceuticals Inc.

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

    Filed December
    8, 2022

    File No. 333-266397

Dear
Sir and Madam:

This
letter responds to the letter, dated December 12, 2022, received from the staff of the U.S. Securities and Exchange Commission
(the “Staff”) regarding the abovementioned Amendment No. 3 to Registration Statement on Form S-1, filed on December
8, 2022 (the “Registration Statement”) by Lipella Pharmaceuticals Inc. (the “Company”, “we”,
“us” or “our”). For convenience, the Staff’s comments are restated below in bold text, with each
comment followed by our response. We are concurrently filing with this letter Amendment No. 4 to Registration Statement (“Amendment
No. 4”). Capitalized terms used, but not defined, in this letter have the meanings ascribed to such terms in Amendment No.
4.

Amendment
No. 3 to Registration Statement on Form S-1 filed December 8, 2022

Cover
Page

    1.
    We
    note your response to prior comment 1 and your revised disclosure where you define the “Offering” as both (emphasis
    added) the “initial public offering of the IPO Shares and the offering of the Stockholder Shares” and your disclosure
    on page 94 where you state that “[f]ollowing the expiration or termination of this Offering of the IPO Shares...,”
    and reissue in part. Since the term “Offering” includes “Stockholder Shares” your disclosure on page 94
    remains unclear as your disclosure appears to indicate the Offering of Stockholder Shares will continue following the expiration
    or termination of this “Offering.” To the extent the IPO Prospectus and the Resale Prospectus have different durations
    of their respective offerings, please update your disclosure or defined terms or otherwise advise.

In response to the Staff’s comment,
the Offering of the IPO Shares and the Offering of the Stockholder Shares may have different durations, and we have revised the cover
page, the Plan of Distribution section and other disclosure throughout Amendment No. 4 in order to further clarify the durations of each
such offering and to further clarify the defined terms used in Amendment No. 4.

    2.
    Given
    there is no established market for your securities, please disclose the fixed price you intend to sell the Stockholder Shares
    listed in this prospectus. Please refer to Item 501(b)(3) of Regulation S-K and Schedule A, paragraph 16 of the Securities
    Act. We will not object if you disclose that the Stockholder Shares will be sold at the disclosed fixed price until your shares
    are listed on Nasdaq and thereafter at prevailing market prices or privately negotiated prices.

In response to the Staff’s comment,
we have revised the cover page and the Plan of Distribution of Amendment No. 4 accordingly.

 3. We
                                         note your cover page disclosure appears to indicate that the underwriting discounts will
                                         only apply to the “IPO Shares” when you state that the underwriting discounts
                                         are “a cash fee of 9% of the aggregate gross proceeds raised in the Offering with
                                         respect to the IPO Shares in the Offering.” However, we note your “Plan of
                                         Distribution” states “[t]he Selling Stockholders will pay all underwriting
                                         discounts and commissions and similar selling expenses, if any, attributable to the sale
                                         of the Stockholder Shares covered by this prospectus.” In addition, we note your
                                         disclosure in your “Explanatory Note” that “the Underwriting section from
                                         the IPO Prospectus will not be included in the Resale Prospectus” and the IPO Prospectus
                                         only covers the IPO Shares. To the extent, secondary shares are being sold in your IPO
                                         Prospectus please revise your Explanatory Note disclosure or otherwise advise. In addition,
                                         please file your alternative pages you identify in your Explanatory Notes.

In response to the Staff’s comment,
we respectfully advise the Staff that such underwriting discounts will not apply to the Stockholder Shares. We have revised the Explanatory
Note, the cover page, the Plan of Distribution and Underwriting sections, and related disclosure of Amendment No. 4 accordingly to further
clarify this. The Explanatory Note provides that the preliminary prospectus included in Amendment No. 4 contains information that will
be substantively identical to the information included in each of the IPO Prospectus and Resale Prospectus, and describes the most significant
differences between the preliminary prospectus in Amendment No. 4 and each of the IPO Prospectus and Resale Prospectus. We have filed
alternative prospective cover pages that will be included in each of the IPO Prospectus and Resale Prospectus and respectfully advise
the Staff that all material information regarding the Company and such offerings has been included in Amendment No. 4, which information
will not materially differ from the information to be included in each of the IPO Prospectus and the Resale Prospectus.

Recent
Developments, page 4

 4. We
                                         note the pro forma loss per share information for “the quarterly period” ended
                                         September 30, 2022. For clarity, please refer to this period as “the nine months
                                         ended September 30, 2022”. In addition, provide similar pro forma information for
                                         the year ended December 31, 2021.

In
response to the Staff’s comment, we have revised page 4 of Amendment No. 4 accordingly.

Exhibits

 5. We
                                         note that your Exhibit 5.1, legal opinion, appears to only cover the estimated proposed
                                         maximum aggregate offering price and not the specific volume of securities included on
                                         your cover page. Please revise your legal opinion to cover the specific amount of securities
                                         being registered.

In
response to the Staff’s comment, we have revised Exhibit 5.1 to Amendment No. 4 accordingly.

If
you have any questions or require additional information, please contact the Company’s counsel, David E. Danovitch at (212)
660-3060 or at ddanovitch@sullivanlaw.com, Benjamin Armour at (617) 338-2423 or at barmour@sullivanlaw.com, or Michael DeDonato
at (212) 660-3038 or at mdedonato@sullivanlaw.com, of Sullivan & Worcester LLP.

    Sincerely,

    Lipella Pharmaceuticals Inc.

    By:
    /s/
    Jonathan Kaufman

    Name: Jonathan Kaufman

    Title: Chief Executive Officer

    cc:
    David
    E. Danovitch, Esq., Sullivan & Worcester LLP

    Benjamin Armour,
    Esq., Sullivan & Worcester LLP

    Michael DeDonato,
    Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
December 12, 2022
Jonathan Kaufman
Chief Executive Officer
Lipella Pharmaceuticals Inc.
7800 Susquehanna St., Suite 505
Pittsburgh, PA 15208
Re:Lipella Pharmaceuticals Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed December 8, 2022
File No. 333-266397
Dear Jonathan Kaufman:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our December 5, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed December 8, 2022
Cover Page
1.We note your response to prior comment 1 and your revised disclosure where you define
the "Offering" as both (emphasis added) the "initial public offering of the IPO Shares and
the offering of the Stockholder Shares" and your disclosure on page 94 where you
state that "[f]ollowing the expiration or termination of this Offering of the IPO Shares...,"
and reissue in part. Since the term "Offering" includes "Stockholder Shares" your
disclosure on page 94 remains unclear as your disclosure appears to indicate the Offering
of Stockholder Shares will continue following the expiration or termination of this
"Offering." To the extent the IPO Prospectus and the Resale Prospectus have

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 December 12, 2022 Page 2
 FirstName LastNameJonathan Kaufman
Lipella Pharmaceuticals Inc.
December 12, 2022
Page 2

different durations of their respective offerings, please update your disclosure or defined
terms or otherwise advise.
2.Given there is no established market for your securities, please disclose the fixed price
you intend to sell the Stockholder Shares listed in this prospectus. Please refer to Item
501(b)(3) of Regulation S-K and Schedule A, paragraph 16 of the Securities Act. We will
not object if you disclose that the Stockholder Shares will be sold at the disclosed fixed
price until your shares are listed on Nasdaq and thereafter at prevailing market prices or
privately negotiated prices.
3.We note your cover page disclosure appears to indicate that the underwriting discounts
will only apply to the "IPO Shares" when you state that the underwriting discounts are "a
cash fee of 9% of the aggregate gross proceeds raised in the Offering with respect to the
IPO Shares in the Offering." However, we note your "Plan of Distribution" states "[t]he
Selling Stockholders will pay all underwriting discounts and commissions and similar
selling expenses, if any, attributable to the sale of the Stockholder Shares covered by this
prospectus." In addition, we note your disclosure in your "Explanatory Note" that "the
Underwriting section from the IPO Prospectus will not be included in the Resale
Prospectus" and the IPO Prospectus only covers the IPO Shares. To the extent, secondary
shares are being sold in your IPO Prospectus please revise your Explanatory Note
disclosure or otherwise advise. In addition, please file your alternative pages you identify
in your Explanatory Notes.
Recent Developments, page 4
4.We note the pro forma loss per share information for "the quarterly period" ended
September 30, 2022.  For clarity, please refer to this period as "the nine months ended
September 30, 2022".  In addition, provide similar pro forma information for the year
ended December 31, 2021.
Exhibits
5.We note that your Exhibit 5.1, legal opinion, appears to only cover the estimated proposed
maximum aggregate offering price and not the specific volume of securities included on
your cover page. Please revise your legal opinion to cover the specific amount of
securities being registered.
            You may contact Eric Atallah at 202-551-3663 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jason Drory at 202-551-8342 or Anne Parker at 202-551-3611 with any other questions.
Sincerely,

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 December 12, 2022 Page 3
 FirstName LastName
Jonathan Kaufman
Lipella Pharmaceuticals Inc.
December 12, 2022
Page 3
Division of Corporation Finance
Office of Life Sciences
cc:       Michael DeDonato, Esq.

CORRESP
1
filename1.htm

Lipella Pharmaceuticals Inc.

7800 Susquehanna St., Suite 505

Pittsburgh, Pennsylvania 15208

December 8, 2022

Via EDGAR

Jason Drory

Anne Parker

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Lipella Pharmaceuticals Inc.

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

    Filed November 28, 2022

    File No. 333-266397

Dear Sir and Madam:

This letter responds to the letter, dated
December 5, 2022, received from the staff of the U.S. Securities and Exchange Commission (the “Staff”) regarding the
abovementioned Amendment No. 2 to Registration Statement on Form S-1, filed on November 28, 2022 (the “Registration Statement”)
by Lipella Pharmaceuticals Inc. (the “Company”, “we”, “us” or “our”). For convenience,
the Staff’s comments are restated below in bold text, with each comment followed by our response. We are concurrently filing
with this letter Amendment No. 3 to Registration Statement (“Amendment No. 3”). Capitalized terms used, but not defined,
in this letter have the meanings ascribed to such terms in Amendment No. 3.

Amendment No. 2 to Registration
Statement on Form S-1 filed November 28, 2022

Cover Page

    1.

        Please clarify whether the term “Offering”
        as used in this filing refers to both the Stockholder Shares and the IPO Shares. If the term “Offering” also includes
        the Stockholder Shares, please clarify the following:

        ●      On
the cover page, you state that “the sales price to the public by the Selling Stockholders is fixed at the initial public
offering price per share for the duration of this Offering” (emphasis added). You also state the Selling Stockholders
“may sell the Stockholder Shares through public or private transactions at prevailing market prices, at prices related to
prevailing market prices or at privately negotiated prices.” Explain whether the Selling Stockholders will sell their shares
at the fixed initial public offering price, or at prevailing market prices or some other price.

        ●      On
the cover page, you state that “the Stockholder Shares by the Selling Stockholders will terminate at such time as all of
the Common Stock has been sold pursuant to the registration statement.” On page 94, you state that “Following the
expiration or termination of this Offering, at any time a particular offer of the Stockholder Shares covered by this prospectus
is made, a prospectus supplement, if required, will be distributed…Such prospectus supplement, and, if necessary, a post-effective
amendment to the registration statement of which this prospectus is a part, will be filed with the SEC to reflect the disclosure
of additional information with respect to the distribution of the Stockholder Shares covered by this prospectus.” Please
explain whether there would be offers and sales of the Stockholder Shares pursuant to this registration statement after the expiration
or termination of the Offering.

In response to the Staff’s
comment, we have revised the prospectus cover page, page 94 and other disclosure throughout Amendment No. 3 accordingly, in order
to further clarify how each of the IPO Shares and the Stockholder Shares will be offered and sold pursuant to the Registration
Statement.

Recent Developments, page
4

    2.
    We note that on November 10, 2022, your Board adopted, and recommended to your stockholder to adopt, the Board's intention to effect a reverse stock split immediately following the pricing of the Offering. We also note that as disclosed on page 8 that the Company anticipates that it will effect a reverse stock split prior on or after the date on which the registration statement of which this prospectus forms a part is declared effective by the SEC, but in no event later than the pricing of this Offering. Please clarify whether or not the reverse stock split will occur prior to effectiveness. If so, please note you must revise the financial statements in your filing to retroactively present the stock split consistent with the guidance in ASC 260-10-55-12 and ASC 505-10-S99-4 (SAB Topic 4C) and have your auditors dual date their report for the impact of the stock split. If the stock split will occur after effectiveness, please disclose in your Recent Developments section the pro forma impact on your loss per share computations. In doing so, please also address the impact of the conversion of your Series A Preferred Stock on your loss per share.

In response to the Staff’s comment, the Company currently anticipates that such reverse stock split
will occur after the Registration Statement is declared effective by the SEC and we have revised pages 4 and 8 of Amendment No.
3 accordingly.

Capitalization, page 41

 3. Please explain to us how your September 30, 2022 actual total capitalization of $(14,000) was
calculated.

In response to the Staff’s comment, we have revised page 40 of Amendment No. 3 accordingly.

Plan of Distribution,
page 94

 4. Please disclose how you and the distribution participants, including the
Selling Stockholder, will comply with Regulation M.

In response to the Staff’s
comment, we have revised page 92 of Amendment No. 3 accordingly.

Unaudited Interim Condensed
Consolidated Financial Statements Note 15. Subsequent Events, page F-36

5.        Please
refer to Rule 11-02(a)(12)(i) of Regulation S-X and remove the presentation of the unaudited pro forma basic and diluted net loss
per share attributable to holders of common stock.

In response to the Staff’s
comment, we have revised page F-36 of Amendment No. 3 accordingly.

General

 6. We note your response to prior comment 2 and reissue in part. While we note that you have filed
the Young Agreement as Exhibit 10.19, you do not appear to describe the material terms of the Young Agreement in your registration
statement. Please revise your disclosure to describe the material terms of the agreement.

In response to the Staff’s
comment, we have revised page 80 of Amendment No. 3 accordingly

If you have any questions or require additional
information, please contact the Company’s counsel, David E. Danovitch at (212) 660-3060 or at ddanovitch@sullivanlaw.com,
Benjamin Armour at (617) 338-2423 or at barmour@sullivanlaw.com, or Michael DeDonato at (212) 660-3038 or at mdedonato@sullivanlaw.com,
of Sullivan & Worcester LLP.

    Sincerely,

    Lipella Pharmaceuticals Inc.

    By:
    /s/ Jonathan Kaufman

    Name: Jonathan Kaufman

    Title: Chief Executive Officer

    cc:
    David E. Danovitch, Esq., Sullivan & Worcester LLP

    Benjamin Armour, Esq., Sullivan & Worcester LLP

    Michael DeDonato, Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
December 5, 2022
Jonathan Kaufman
Chief Executive Officer
Lipella Pharmaceuticals Inc.
7800 Susquehanna St., Suite 505
Pittsburgh, PA 15208
Re:Lipella Pharmaceuticals Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 28, 2022
File No. 333-266397
Dear Jonathan Kaufman:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our November 4, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed November 28, 2022
Cover Page
1.Please clarify whether the term “Offering” as used in this filing refers to both the
Stockholder Shares and the IPO Shares.  If the term “Offering” also includes the
Stockholder Shares, please clarify the following:
•On the cover page, you state that “the sales price to the public by the Selling
Stockholders is fixed at the initial public offering price per share for the duration of
this Offering” (emphasis added).  You also state the Selling Stockholders “may sell
the Stockholder Shares through public or private transactions at prevailing market
prices, at prices related to prevailing market prices or at privately negotiated prices.”
Explain whether the Selling Stockholders will sell their shares at the fixed initial

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 December 5, 2022 Page 2
 FirstName LastName
Jonathan Kaufman
Lipella Pharmaceuticals Inc.
December 5, 2022
Page 2
public offering price, or at prevailing market prices or some other price.
•On the cover page, you state that “the Stockholder Shares by the Selling Stockholders
will terminate at such time as all of the Common Stock has been sold pursuant to the
registration statement.”  On page 94, you state that “Following the expiration or
termination of this Offering, at any time a particular offer of the Stockholder Shares
covered by this prospectus is made, a prospectus supplement, if required, will be
distributed…Such prospectus supplement, and, if necessary, a post-effective
amendment to the registration statement of which this prospectus is a part, will be
filed with the SEC to reflect the disclosure of additional information with respect to
the distribution of the Stockholder Shares covered by this prospectus.”  Please
explain whether there would be offers and sales of the Stockholder Shares pursuant to
this registration statement after the expiration or termination of the Offering.
Recent Developments, page 4
2.We note that on November 10, 2022, your Board adopted, and recommended to your
stockholder to adopt, the Board's intention to effect a reverse stock split immediately
following the pricing of the Offering. We also note that as disclosed on page 8 that the
Company anticipates that it will effect a reverse stock split prior on or after the date on
which the registration statement of which this prospectus forms a part is declared effective
by the SEC, but in no event later than the pricing of this Offering.  Please clarify whether
or not the reverse stock split will occur prior to effectiveness. If so, please note you must
revise the financial statements in your filing to retroactively present the stock split
consistent with the guidance in ASC 260-10-55-12 and ASC 505-10-S99-4 (SAB Topic
4C) and have your auditors dual date their report for the impact of the stock split.  If the
stock split will occur after effectiveness, please disclose in your Recent Developments
section the pro forma impact on your loss per share computations.  In doing so, please also
address the impact of the conversion of your Series A Preferred Stock on your loss per
share.
Capitalization, page 41
3.Please explain to us how your September 30, 2022 actual total capitalization of $(14,000)
was calculated.
Plan of Distribution, page 94
4.Please disclose how you and the distribution participants, including the Selling
Stockholders, will comply with Regulation M.

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 December 5, 2022 Page 3
 FirstName LastName
Jonathan Kaufman
Lipella Pharmaceuticals Inc.
December 5, 2022
Page 3
Unaudited Interim Condensed Consolidated Financial Statements
Note 15. Subsequent Events, page F-36
5.Please refer to Rule 11-02(a)(12)(i) of Regulation S-X and remove the presentation of the
unaudited pro forma basic and diluted net loss per share attributable to holders of common
stock.
General
6.We note your response to prior comment 2 and reissue in part. While we note that you
have filed the Young Agreement as Exhibit 10.19, you do not appear to describe the
material terms of the Young Agreement in your registration statement. Please revise your
disclosure to describe the material terms of the agreement.
            You may contact Eric Atallah at 202-551-3663 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jason Drory at 202-551-8342 or Anne Parker at 202-551-3611 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael DeDonato, Esq.

CORRESP
1
filename1.htm

Lipella
Pharmaceuticals Inc.

7800
Susquehanna St., Suite 505

Pittsburgh, Pennsylvania 15208

November
28, 2022

Via
EDGAR

Jason
Drory

Anne
Parker

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Lipella Pharmaceuticals
    Inc.

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

    Filed
    October 24, 2022

    File
    No. 333-266397

Dear
Sir and Madam:

This
letter responds to the letter, dated November 4, 2022, received from the staff of the U.S. Securities and Exchange Commission
(the “Staff”) regarding the abovementioned Amendment No. 1 to Registration Statement on Form S-1, filed on October
24, 2022 (the “Registration Statement”) by Lipella Pharmaceuticals Inc. (the “Company”, “we”,
“us” or “our”). For convenience, the Staff’s comments are restated below in bold text, with each
comment followed by our response. We are concurrently filing with this letter Amendment No. 2 to Registration Statement (“Amendment
No. 2”). Capitalized terms used, but not defined, in this letter have the meanings ascribed to such terms in Amendment No.
2.

Amendment
No. 1 to Registration Statement on Form S-1 filed October 24, 2022

General

    1.
    We
    note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly
    unrelated to company performance following a number of recent initial public offerings, particularly among companies with
    relatively smaller public floats. Revise to include a separate risk factor addressing the potential for rapid and substantial
    price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors
    when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up,
    may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult
    for prospective investors to assess the rapidly changing value of your stock.

In
response to the Staff’s comment, we have revised the summary risk factors and risk factor disclosure on pages 6 and 31,
respectively, of Amendment No. 2 accordingly.

    2.
    We
    note your disclosure on page F-36 that you terminated certain partnering commitments that include a surviving success fee
    such that in the event of a successful transaction occurring prior to June 2023, you are obligated to make a payment equal
    to the greater of (a) five percent of the transaction value and (b) $500,000. Please discuss the material terms of the agreement,
    specifically the terms of the success fee and what transactions it potentially covers and file it as an exhibit to the registration
    statement. Alternatively, please tell us why you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K.

In
response to the Staff’s comment, we have filed such agreement (the “Young Agreement”) as an exhibit to Amendment
No. 2, although we terminated the Young Agreement in accordance with its terms in May 2022. Pursuant to the Young Agreement, we
engaged Young & Partners LLC (“Young”) to assist us with identifying, evaluating and negotiating opportunities
for us to enter into partnership transactions with third parties, and in consideration for such services, we agreed to pay Young
(i) $10,000 for each of the first four months commencing on February 9, 2022, the date of the Young Agreement, and $5,000 per
month for each month thereafter and (ii) a fee equal to the greater of (x) five percent of the value of the partnering transaction
and (y) $500,000 (the “Success Fee”). Pursuant to the Young Agreement, we also agreed to reimburse Young for expenses
incurred in connection with such engagement, subject to our approval if such expense exceeded $500, and to indemnify Young in
connection with such services, subject to certain exceptions. The term of the Young Agreement commenced on February 9, 2022 and
was terminable by either party after the first three months upon ten days’ prior written notice.

The
Young Agreement defined a partnering transaction as transactions between us and a third party pursuant to which there is a license,
acquisition, strategic alliance, joint technology development or joint product development arrangement, distribution agreement
or other partnering or collaboration transaction, including one that involves the right of either us or such third party to commercially
exploit all or a portion of the technologies or other proprietary rights of the other. The value of such a transaction was defined
to include any cash, equity securities, the fair market value of credit facilities, convertible debt instruments or other obligations
and any other form of payment or promise to pay or assumption of obligations paid in connection with such a transaction, including
value to be paid that is contingent on future events occurring. The Success Fee would be payable to Young in the event such transaction
occurred during the term of the Young Agreement or within 12 months following the termination of the Young Agreement, and Young’s
right to payment survived such termination.

If
you have any questions or require additional information, please contact the Company’s counsel, David E. Danovitch at (212)
660-3060 or at ddanovitch@sullivanlaw.com, Benjamin Armour at (617) 338-2423 or at barmour@sullivanlaw.com, or Michael DeDonato
at (212) 660-3038 or at mdedonato@sullivanlaw.com, of Sullivan & Worcester LLP.

    Sincerely,

    Lipella Pharmaceuticals Inc.

    By:
    /s/
    Jonathan Kaufman

    Name: Jonathan Kaufman

    Title: Chief Executive Officer

    cc:
    David
    E. Danovitch, Esq., Sullivan & Worcester LLP

    Benjamin Armour,
    Esq., Sullivan & Worcester LLP

    Michael DeDonato,
    Esq., Sullivan & Worcester LLP

     2

United States securities and exchange commission logo
November 4, 2022
Jonathan Kaufman
Chief Executive Officer
Lipella Pharmaceuticals Inc.
7800 Susquehanna St., Suite 505
Pittsburgh, PA 15208
Re:Lipella Pharmaceuticals Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 24, 2022
File No. 333-266397
Dear Jonathan Kaufman:
            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.
Amendment No. 1 to Registration Statement on Form S-1 filed October 24, 2022
General
1.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 November 4, 2022 Page 2
 FirstName LastName
Jonathan Kaufman
Lipella Pharmaceuticals Inc.
November 4, 2022
Page 2
2.We note your disclosure on page F-36 that you terminated certain partnering
commitments that include a surviving success fee such that in the event of a successful
transaction occurring prior to June 2023, you are obligated to make a payment equal to the
greater of (a) five percent of the transaction value and (b) $500,000. Please discuss the
material terms of the agreement, specifically the terms of the success fee and what
transactions it potentially covers and file it as an exhibit to the registration statement.
Alternatively, please tell us why you are not required to do so. Refer to Item 601(b)(10) of
Regulation S-K.
            You may contact Eric Atallah at 202-551-3663 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jason Drory at 202-551-8342 or Anne Parker at 202-551-3611 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael DeDonato, Esq.

CORRESP
1
filename1.htm

Lipella Pharmaceuticals Inc.

7800 Susquehanna St., Suite 505

Pittsburgh, PA 15208

October 31, 2022

Via EDGAR

Jason Drory

Eric Atallah

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

    Re:

        Lipella Pharmaceuticals Inc.

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

        Filed October 24, 2022

        File No. 333-266397

Dear Sir and Madam:

This supplemental letter responds to Comment
No. 7 to the letter, dated March 14, 2022 (the “March Letter”), received from the staff of the U.S. Securities and
Exchange Commission (the “Staff”) regarding the Draft Registration Statement on Form S-1, submitted on a confidential
basis on February 14, 2022 (the “Draft Registration Statement”) by Lipella Pharmaceuticals Inc. (the “Company”,
“we”, “us” or “our”). For convenience, such comment from the Staff from the March Letter is
restated below in bold text, followed by our response. Capitalized terms used, but not defined, in this letter have the meanings
ascribed to such terms in the abovementioned Amendment No. 1 to Registration Statement on Form S-1, filed by the Company on October
24, 2022 (the “Registration Statement”).

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

Critical Accounting Policies and
Significant Judgments and Estimates

Stock-Based Compensation, page 54

    7.
    Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances. Please discuss with the staff how to submit your response.

To
assist the Staff in its evaluation of stock compensation disclosures and certain other matters, the Company advises the Staff that
the Company currently estimates a price range of $5.00 to $7.00 per share (the “Price Range”) for the initial public
offering (the “IPO”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), resulting
in a midpoint of the Price Range of $6.00 per share (the “Midpoint Price”). Such prices take into account an assumed
1-for-2.5 reverse stock split of the Company’s outstanding shares of Common Stock (the “Reverse Split”), which
has not yet been effected by the Company, but which the Company anticipates will occur prior to the pricing of the IPO. This preliminary
Price Range implies a pre-money valuation for the Company of approximately $41.7 million on a fully-diluted basis, with the shares
of Common Stock anticipated to be issued in the IPO (assuming a
per share price within the Price Range) representing between approximately 17% (fully diluted) and 24% (non-fully diluted) of the
value of the Company, based on the number of shares of Common Stock outstanding listed in the Registration Statement. The outstanding
share numbers and prices throughout the Registration Statement as well as this response have been prepared based on such assumed
Reverse Split ratio, which ratio remains subject to change due to certain factors outside of the Company’s control, such
as market conditions, and until, among other things, the determination of the aggregate IPO amount and the final price of the shares
of Common Stock offered in connection with the IPO, as well as approval of the Reverse Split by the Company’s board of directors
(the “Board”) and its stockholders. The Company intends to file an additional amendment to the Registration Statement
that will contain the actual price and aggregate offering amount, the final Reverse Split ratio and post-split numbers and prices.

Lipella Pharmaceuticals Inc.

U.S. Securities and Exchange Commission

October 31, 2022

Page 2 of 5

As
referenced in the Registration Statement, the Price Range has been estimated based on a number of factors, including the results
of the Company’s Phase 2a clinical trial for its product candidate, designated “LP-10”, future clinical trials
for such product candidate and the Company’s other product candidates disclosed in the Registration Statement, other developments
in the Company’s business, current market conditions, and input received from Spartan Capital Securities, LLC, as the representative
of the underwriters and the lead book-running manager of this offering (“Spartan”), including discussions and correspondence
that took place from October 10, 2022 to October 14, 2022 among representatives of the Company and representatives of Spartan.

The
Price Range does not take into account any discount for the current lack of liquidity for the Common Stock and assumes a successful
IPO, with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company
or being sold in an acquisition transaction, among other events. As is typical for initial public offerings, the Price Range was
not derived using formal guidelines or a formal determination of fair value but was determined as a result of negotiations among
representatives of the Company and Spartan. During such discussions and correspondence, the parties considered quantitative factors,
as well as non-quantitative factors, such as: (a) the value of the securities offered and sold in the Company’s prior offerings
and granted as awards by the Company; (b) the valuations of recently completed public offerings while evaluating those issuers’
respective stages of development as compared to the Company; (c) the current valuations of public companies at a similar stages
of development as the Company, which, among other things, take into account the intellectual property assets owned and the number
and status of various clinical trials conducted by those companies as compared to the Company; (d) the prospects for the Company
and the life sciences and biotechnology sectors; and (e) recent market conditions. Prior to October 10, 2022, Spartan had not provided
the Company with any specific estimated price range for the shares of Common Stock to be offered in the IPO.

There
has been no public market for the Common Stock to date, and, as described further below, the estimated fair value of the Common
Stock and the Company’s other securities has been determined by the Board as of the date of each issuance of such shares
of Common Stock and such other securities, including the Company’s shares of Series A convertible preferred stock, par value
$0.0001 (the “Series A Preferred Stock”), with input from management. The Company also refers you to the discussion
of its general approach of determining fair value of stock-based compensation beginning on page 49 of the Registration Statement
under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical
Accounting Policies and Significant Judgments and Estimates–Stock Based Compensation” for additional background regarding
the valuation methodologies for Company issuances and grants to date. Such discussion contains references to independent
third-party valuations, which will be corrected by subsequent amendment to the Registration Statement.

Chronological Summary of Evolution of the Company, Financings
and Plan Awards:

The Company was incorporated under the
laws of the state of Delaware in February 2005. In May 2005, in its primary issuance, the Company issued an aggregate of 2,000,001
shares of Common Stock to its founders in consideration for approximately $18,000, with each share of Common Stock valued at a
premium to its par value of $0.0001 per share, which aggregate consideration was based on the stage of development of the Company
at such time. Subsequently, in 2008, Dr. Jonathan Kaufman, one of the Company’s founders and its current Chief Executive
Officer, sold an aggregate of 100,000 shares of Common Stock to an individual investor for $100,000, at a price of $1.00 per share.
Also in 2008, the Company issued an aggregate of 80,000 shares of Common Stock to two individual investors in consideration for
$100,000, at a price of $1.25 per share (the “2008 Offering”).

Lipella Pharmaceuticals Inc.

U.S. Securities and Exchange Commission

October 31, 2022

Page 3 of 5

Between 2008 and 2013, the Company issued
an aggregate of 1,592,447 shares of Series A Preferred Stock at a price of $1.50 per share, in consideration for approximately
$955,468 (the “Series A Offering”). At the time of the Series A Offering, the Board determined that the per share offering
price of such shares of Series A Preferred Stock could be valued relatively the same as (with a slight premium to) the shares issued
in the 2008 Offering, plus a modest premium, due to the proximity in time of the Series A Offering to the 2008 Offering and considering
the Company’s stage of development and programs had not significantly progressed since the time of the 2008 Offering. The
shares of Series A Preferred Stock are convertible into shares of Common Stock on a one-to-one basis and vote on an as-converted
to Common Stock basis.

Between 2020 and 2021, the Company issued
approximately 959,957 shares of its Common Stock and common stock purchase warrants (exercisable for one fifteenth of a share at
a per share price of $5.00) to investors in consideration for approximately $3,600,006, at a price $3.75 per unit, with each unit
consisting of one share of Common Stock and one such warrant. Such per unit price was determined by the Company after negotiations
with Spartan, in consideration of the length of time since the Company’s most recent offering, the progress made by the Company
since such time, including with respect to LP-10, and the size of such offering compared to prior Company offerings. Spartan served
as the Company’s exclusive placement agent for such offering (the “Spartan Offering”), and, in connection therewith,
the Company entered into a placement agent agreement, dated March 23, 2020, pursuant to which, among other things, the Company
agreed to enter into a consulting agreement with Spartan, also dated March 23, 2020. Pursuant to such consulting agreement, the
Company agreed to issue Spartan an additional 800,000 shares of Common Stock as of the closing date of the Spartan Offering, in
consideration for advisory services set forth therein. The Spartan Offering was the most recent offering of the Company’s
securities prior to the IPO, and the Company’s only other securities issuances during such time were those made under its
stock incentive plans, and upon exercise of outstanding options and warrants held by certain of holders thereof.

The per share price of each of the securities
in the offerings described above as of each of the respective offering dates, was determined by the Board after taking into consideration
the Company’s then-current stage of development and programs, prospects for commercialization, the per share value of the
securities offered in the Company’s prior offerings, the likelihood for liquidity events and the overall financial position
of the Company, including non-dilutive capital received at such time, such as grant award
revenue received from the National Institutes of Health. The Company has never engaged any firm to conduct a third-party valuation of its shares of Common Stock, shares
of Series A Preferred Stock or any of the Company’s other securities. The Board considered various objective and subjective
factors to determine the fair value of the shares of Common Stock as of each issuance date, and the value of the Common Stock underlying
each of its option grants, including (i) the prices at which the Company sold shares of its Common Stock and other securities at
the time of each issuance, including the significant liquidation preferences of the Series A Preferred Stock, (ii) the lack of
an active public market for its Common Stock and shares of Series A Preferred Stock, and (iii) the likelihood of achieving a liquidity
event, such as an IPO, or sale of the Company in light of prevailing market conditions.

Lipella Pharmaceuticals Inc.

U.S. Securities and Exchange Commission

October 31, 2022

Page 4 of 5

Option Grants:

In addition, the following table, reproduced
from the Registration Statement, summarizes by grant date the number of shares subject to stock options granted from 2015, the
first year in which the Company granted options to its stock incentive plan participants, and March 2022, the most recent month
in which the Company granted options to such participants, with the per share exercise price of such options of the shares of Common
Stock underlying such options on each grant date listed below:

    Grant

 date

    Options

 exercisable

    Options

 unexercisable

    Exercise

 price

    Expiration

 date

    10/14/15
      284,667
      0
    $ 1.25
    10/13/25

    10/15/15
      400,000
      0
    $ 1.25
    10/14/25

    10/12/17
      393,333
      0
    $ 1.25
    10/12/27

    05/18/20
      173,333
      183,333
    $ 3.75
    05/18/30

    03/01/21
      68,000
      0
    $ 5.00
    03/01/31

    03/31/21
      151,333
      146,667
    $ 5.00
    03/31/31

    09/03/21
      40,000
      320,000
    $ 5.00
    09/03/31

    03/01/22
      10,000
      0
    $ 5.00
    03/01/32

    Total
      1,520,666
      540,000

The exercise price for options granted
under each of the Company’s 2008 Stock Incentive Plan (the “2008 Plan”) and the Company’s 2020 Stock Incentive
Plan (the “2020 Plan”) may not be less than 100% of the fair market value of the Common Stock on each such grant date,
and therefore such prices were set at or above the fair value of the shares of Common Stock on each such date and were intended
to align with the prices of the securities in the Company’s most recent offerings. As with its offerings, the fair value
on which such exercise prices relied was, as of each of the respective grant dates, based on the Board’s determination of
the fair value of the shares of Common Stock after taking into consideration the Company’s then-current stage of development
and programs, prospects for commercialization, the per share value of the securities offered in its prior offerings and grants,
the likelihood for liquidity events and the overall financial position of the Company, including non-dilutive capital received at such time, such as grant award
revenue received from the National Institutes of Health, and no third-party valuation was conducted.
Since inception, the Company has only granted stock options to participants under the 2008 Plan and the 2020 Plan.

We also respectfully advise that Staff
that in August 2009 and January 2015, we issued an aggregate of $100,000 in promissory notes to our co-founder, Dr. Michael Chancellor,
of which an aggregate face value of approximately $75,000 are currently outstanding (the “Chancellor Notes”). We and
Dr. Chancellor intend for the Chancellor Notes to be cancelled and, in connection therefor, Dr. Chancellor will be issued that
number of shares of Common Stock equal to the amount of the outstanding principal and accrued interest divided by the initial offering
price of the shares of Common Stock to be sold in the IPO. In connection with the consummation of the IPO, the Company also anticipates
that all remaining outstanding shares of Series A Preferred Stock will convert into shares of Common Stock.

Comparison Of Most Recent Valuation
and the Preliminary Price Range

As indicated above, the Company’s
most recent securities valuations prior to the IPO were (x) with respect to options, its stock option grants made pursuant to its
incentive stock plans between 2020 and 2022, which exercise prices were based on the fair value of the shares of Common Stock underlying
such options at $3.75 and $5.00 per share, as app

CORRESP
1
filename1.htm

Lipella
Pharmaceuticals Inc.

7800
Susquehanna St., Suite 505

Pittsburgh,
PA 15208

October
24, 2022

Via
EDGAR

Jason
Drory

Anne
Parker

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
DC 20549

    Re:
    Lipella
Pharmaceuticals Inc.

        Registration
Statement on Form S-1

        Filed
July 29, 2022

        File
No. 333-266397

Dear
Sir and Madam:

This
letter responds to the letter, dated August 4, 2022, received from the staff of the Securities and Exchange Commission (the “Staff”)
regarding the abovementioned Registration Statement on Form S-1 (the “Registration Statement”) filed on July 29, 2022
by Lipella Pharmaceuticals Inc. (the “Company”, “we”, “us” or “our”). For convenience,
the Staff’s comments are restated below in bold text, with each comment followed by our response. We are concurrently filing
with this letter Amendment No. 1 to the Registration Statement (“Amendment No.1”). Capitalized terms used, but not
defined, in this letter have the meanings ascribed to such terms in Amendment No. 1.

Registration
Statement on Form S-1 filed July 29, 2022

Our
Product Pipeline, page 2

    1.
    Please
    revise your pipeline table to include separate columns for each material stage you will need to complete before marketing
    your products. For instance, include separate columns for each of Phase 1, Phase 2, and Phase 3.

In
response to the Staff’s comment, we have revised Figure 1 on page 2
of Amendment No. 1 accordingly.

    2.
    We
    note your inclusion of Spartan Capital Securities, LLC in the underwriting table on page 94. Please update your narrative
    disclosure to here to discuss their role in the proposed transaction or otherwise advise. In addition, we note your disclosure
    that Spartan Capital Securities, LLC appears to hold over 9% of your common stock. Please describe this relationship in the
    underwriting section. Refer to Item 508 of Regulation S-K.

In
response to the Staff’s comment, the Company notes that since the filing of the Registration Statement, the Company has engaged
Spartan Capital Securities, LLC (“Spartan”), as the representative of the underwriters and the lead book-running manager
of our initial public offering of our Common Stock (the “Offering”). Spartan has acknowledged to us that it is deemed to
have a “conflict of interest” within the meaning of Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule
5121 and that it is in the process of identifying a “qualified independent underwriter”, as such term is defined in FINRA
Rule 5121, to participate in the preparation of the registration statement for the Offering and act as an additional underwriter for
the Offering. We have revised the disclosure on pages 8, 91 and 93 of Amendment No.1 in order to disclose such engagement with Spartan
and such conflict of interest under FINRA’s rules.

Lipella Pharmaceuticals Inc.

U.S. Securities and Exchange Commission

October 24, 2022

Page 2 of 2

Additionally, we acknowledge that Amendment
No. 1 includes an estimated Offering price range and Comment No. 7 in the Staff’s letter to us, dated March 14, 2022 (the “March
Letter”), requesting that we provide to the Staff an explanation regarding any differences between our recent Common Stock valuations
leading up to the Offering and the estimated Offering price. We intend to file on EDGAR as separate correspondence a response to such
comment as soon as possible upon further discussions with the Staff regarding such comment.

If
you have any questions or require additional information, please contact the Company’s counsel, David E. Danovitch at (212)
660-3060 or at ddanovitch@sullivanlaw.com, Benjamin Armour at (617) 338-2423 or at barmour@sullivanlaw.com, or Michael DeDonato
at (212) 660-3038 or at mdedonato@sullivanlaw.com, of Sullivan & Worcester LLP.

    Sincerely,

    Lipella Pharmaceuticals Inc.

    By:
    /s/
    Jonathan Kaufman

    Name: Jonathan Kaufman

    Title: Chief Executive Officer

    cc:
    David
    E. Danovitch, Esq., Sullivan & Worcester LLP

    Benjamin Armour,
    Esq., Sullivan & Worcester LLP

    Michael DeDonato,
    Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
August 4, 2022
Jonathan Kaufman
Chief Executive Officer
Lipella Pharmaceuticals Inc.
7800 Susquehanna St., Suite 505
Pittsburgh, PA 15208
Re:Lipella Pharmaceuticals Inc.
Registration Statement on Form S-1
Filed July 29, 2022
File No. 333-266397
Dear Mr. Kaufman:
            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 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 filed July 29, 2022
Our Product Pipeline, page 2
1.Please revise your pipeline table to include separate columns for each material stage you
will need to complete before marketing your products. For instance, include separate
columns for each of Phase 1, Phase 2, and Phase 3.
Underwriting, page 94
2.We note your inclusion of Spartan Capital Securities, LLC in the underwriting table on
page 94. Please update your narrative disclosure to here to discuss their role in the
proposed transaction or otherwise advise. In addition, we note your disclosure that Spartan
Capital Securities, LLC appears to hold over 9% of your common stock. Please describe
this relationship in the underwriting section. Refer to Item 508 of Regulation S-K.

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 August 4, 2022 Page 2
 FirstName LastName
Jonathan Kaufman
Lipella Pharmaceuticals Inc.
August 4, 2022
Page 2
            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.
            You may contact Eric Atallah at 202-551-3663 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jason Drory at 202-551-8342 or Anne Parker at 202-551-3611 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael DeDonato, Esq.

CORRESP
1
filename1.htm

Lipella
Pharmaceuticals Inc.

7800
Susquehanna St., Suite 505

Pittsburgh,
PA 15208

July
29, 2022

Via
EDGAR

Jason
Drory

Anne
Parker

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
DC 20549

    Re:
    Lipella
Pharmaceuticals Inc.

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

        Submitted
April 20, 2022

        CIK
No. 0001347242

Dear
Sir and Madam:

This
letter responds to the letter, dated May 2, 2022, received from the staff of the Securities and Exchange Commission (the “Staff”)
regarding the abovementioned Amendment No. 1 to Draft Registration Statement on Form S-1 confidentially submitted on April 20,
2022 by Lipella Pharmaceuticals Inc. (the “Company”, “we”, “us” or “our”). For
convenience, the Staff’s comments are restated below in bold text, with each comment followed by our response. We are concurrently
filing with this letter a Registration Statement on Form S-1 (the “Registration Statement”). Capitalized terms used,
but not defined, in this letter have the meanings ascribed to such terms in the Registration Statement.

Amendment
No. 1 to Draft Registration Statement on Form S-1 submitted April 20, 2022

LP-10’s
Addressable Market, page 62

    1.
    Please
    revise Figure 3 so that the text within the graphic is legible.

In
response to the Staff’s comment, we have revised Figure 3 on page 58 of the Registration Statement accordingly.

    2.
    We
    note your disclosure that you commissioned a report by Thompson Reuters in 2012. Please file the written consent of the third-party
    as an exhibit to the registration statement or explain to us why you do not believe you are required to do so. Please refer
    to Rule 436 of the Securities Act.

In
response to the Staff’s comment, the Company respectfully submits to the Staff that Thompson Reuters is not an “expert”
within the meaning of Section 7 or Rule 436 of the Securities Act. Section 7 of the Securities Act provides that an expert is
“any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him.”
The Company respectfully submits that unless the Company expressly identifies Thompson Reuters, as a third-party provider of the
above-referenced report (the “Report”), as an “expert”, or the statements are purported to be made
on the authority of such third-party as an “expert”, that such third-party is not among the class of persons subject
to Section 7 and Rule 436 as an “expert”.

Lipella
Pharmaceuticals Inc.

U.S.
Securities and Exchange Commission

July
29, 2022

Page
2 of 2

In addition, the Company notes that the consent requirements of Rule 436 are generally directed at circumstances
in which an issuer has engaged a third-party expert or counsel to prepare a valuation, opinion or other report specifically for
use in connection with a registration statement. The Company confirms to the Staff that it did not commission the Report for use
in the Registration Statement. The Report was commissioned in 2012 for marketing and research purposes in the Company’s ordinary
course of business and no initial public offering was contemplated at the time of the Report. As a result of the foregoing, the
Company respectfully submits that a consent of such third-party is not required to be filed as an exhibit to the Registration Statement.
Regardless, the Company has revised pages 56 and 58 of the Registration Statement to remove direct references to Thomson Reuters.

Provisions
of Our Certificate of Incorporation and Bylaws, page 89

    3.
    We
    note your statement that “Unless we consent in writing to the selection of an alternative forum, the United States federal
    district courts shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for the resolution
    of any complaint asserting a cause of action arising under the Securities Act, Exchange Act or any such other claim for which
    the federal courts have exclusive jurisdiction.” Please revise to state that Section 22 of the Securities Act creates
    concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the
    Securities Act, and that investors cannot waive compliance with the federal securities laws and the rules and regulations
    thereunder.

In
response to the Staff’s comment, we have revised the disclosure on pages 33 and 86 of the Registration Statement
accordingly.

General

    4.
    We
    note that the cross reference to “Summary Selected Financial Data” on page 43 and 47 appears to reference disclosure
    that has been deleted. Please tell us whether the deleted disclosure is still applicable and revise as needed.

In
response to the Staff’s comment, such disclosure is not applicable and we have revised pages 40 and 43 of the Registration
Statement to remove each of the cross references to “Summary Selected Financial Data”.

If
you have any questions or require additional information, please contact the Company’s counsel, David E. Danovitch at (212)
660-3060 or at ddanovitch@sullivanlaw.com, Benjamin Armour at (617) 338-2423 or at barmour@sullivanlaw.com, or Michael DeDonato
at (212) 660-3038 or at mdedonato@sullivanlaw.com, of Sullivan & Worcester LLP.

    Sincerely,

    Lipella Pharmaceuticals Inc.

    By:
    /s/
    Jonathan Kaufman

    Name: Jonathan Kaufman

    Title: Chief Executive Officer

    cc:
    David
    E. Danovitch, Esq., Sullivan & Worcester LLP

    Benjamin Armour,
    Esq., Sullivan & Worcester LLP

    Michael DeDonato,
    Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
May 2, 2022
Jonathan Kaufman
Chief Executive Officer
Lipella Pharmaceuticals Inc.
7800 Susquehanna St., Suite 505
Pittsburgh, PA 15208
Re:Lipella Pharmaceuticals Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 20, 2022
CIK No. 0001347242
Dear Mr. Kaufman:
            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.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted April 20, 2022
LP-10s Addressable Market, page 62
1.Please revise Figure 3 so that the text within the graphic is legible.
2.We note your disclosure that you commissioned a report by Thompson Reuters in 2012.
Please file the written consent of the third-party as an exhibit to the registration statement
or explain to us why you do not believe you are required to do so. Please refer to Rule 436
of the Securities Act.

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 May 2, 2022 Page 2
 FirstName LastName
Jonathan Kaufman
Lipella Pharmaceuticals Inc.
May 2, 2022
Page 2
Provisions of Our Certificate of Incorporation and Bylaws, page 89
3.We note your statement that "Unless we consent in writing to the selection of an
alternative forum, the United States federal district courts shall, to the fullest extent
permitted by applicable law, be the sole and exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act, Exchange Act or
any such other claim for which the federal courts have exclusive jurisdiction."  Please
revise to state that Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created by the
Securities Act, and that investors cannot waive compliance with the federal securities laws
and the rules and regulations thereunder.
General
4.We note that the cross reference to “Summary Selected Financial Data” on page 43 and
47 appears to reference disclosure that has been deleted. Please tell us whether
the deleted disclosure is still applicable and revise as needed.
            You may contact Eric Atallah at 202-551-3663 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jason Drory at 202-551-8342 or Anne Parker at 202-551-3611 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael DeDonato, Esq.

United States securities and exchange commission logo
March 14, 2022
Jonathan Kaufman
Chief Executive Officer
Lipella Pharmaceuticals Inc.
7800 Susquehanna St., Suite 505
Pittsburgh, PA 15208
Re:Lipella Pharmaceuticals Inc.
Draft Registration Statement on Form S-1
Submitted February 14, 2022
CIK No. 0001347242
Dear Mr. Kaufman:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted February 14, 2022
Prospectus Summary, page 1
1.Please tell us the basis for your disclosure that you are "developing LP-10 and [y]our
Platform to be, to [y]our knowledge, the first drug candidate and drug delivery technology
used to treat cancer survivors who acquire HC."
Our Product Pipeline, page 2
2.We note your disclosure in your pipeline table that you anticipate reporting top-line data
in 4Q22 for your phase 2a clinical trial of LP-10. However, we note your disclosure
elsewhere, including at the top of page 3, where you state you "expect to report top-line

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 March 14, 2022 Page 2
 FirstName LastNameJonathan Kaufman
Lipella Pharmaceuticals Inc.
March 14, 2022
Page 2
data from LP-10’s phase 2a clinical trial in the third quarter of 2022." Please correct for
this inconsistency or otherwise advise.
3.We note the inclusion of LP-310 in your pipeline table. Given the limited disclosure
related to this program, please explain why it is sufficiently material to your business to
warrant inclusion in your pipeline table. If it is material, please expand your disclosure in
the Business section to provide a more fulsome discussion of this program, including a
description of studies or development activities conducted. Alternatively, remove any
programs that are not currently material from your pipeline table.
Risk Factors Summary, page 5
4.Please expand your disclosure to add a risk factor and summary risk factor discussing
your independent registered public accounting firm’s doubt about your ability to continue
as a going concern.
5.Please expand you risk factor bullet regarding your Chief Executive Officer and Chief
Medical Officer's substantial influence on all matters submitted to your stockholders to
quantify the percentage of voting power that will be held by such individuals after this
offering.
Use of Proceeds, page 43
6.Please revise your disclosure to indicate how far the proceeds from the offering will allow
you to progress with continued development of each program referenced. For example,
please clarify whether or not you expect to complete the Phase 2a trial for LP-10 with the
$7 million you currently have allocated "for the advancement of the LP-10 clinical
trials" in your use of proceeds section.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Stock-Based Compensation, page 54
7.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances. Please discuss with the staff how to
submit your response.
Business, page 58
8.We note statements throughout your Business section regarding the performance of your
product candidates. For example only, we note the following statements:
•"[w]e believe that LP-10 is an effective therapy against HC"; and
•"interim results indicate the potential safety and efficacy of LP-10 for HC patients."

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 March 14, 2022 Page 3
 FirstName LastNameJonathan Kaufman
Lipella Pharmaceuticals Inc.
March 14, 2022
Page 3
Please revise these statements and similar statements throughout the prospectus so that the
basis for each performance claim is clear. Safety and efficacy determinations are the
exclusive authority of the FDA or comparable foreign regulators. You may provide a
summary of the data that you used to draw these conclusions, but not the conclusions or
predictions that the product candidates are safe or effective.
Our Background, page 58
9.We note your disclosure here that, "[p]reclinical studies evaluating the delivery of LP-10
via [y]our Platform have been completed and have demonstrated successful reduction of
both chemotherapy-induced and radiation-induced bladder inflammation and damage."
Please revise your disclosure here to clearly state, if true, that these studies were animal
trials. In this regard, we note your disclosure on pages 63 and 64.
Our Strategy, page 60
10.We note your disclosure here and in the Manufacturing Facility section that your strategy
is to "rapidly advance" your product candidates and "[y]our manufacturing compliance
needs may increase rapidly because early-stage 505(b)(2) regulatory pathway products
can quickly obtain NDA approval." Please revise this disclosure to remove any
implication that you will be successful in commercializing your product candidates in a
rapid or accelerated manner as such statements are speculative.
LP-10 and the Treatment of Hemorrhagic Cystitis, page 61
11.We refer to your statements that you intend to pursue a section 505(b)(2) approval
pathway, and that this path may expedite the development of your programs. Please
expand your explanation of this process so that investors understand the steps necessary to
achieve FDA approval using this process. Additionally, identify and describe the studies
and results you intend to rely on, including the identification of the parties that performed
the studies. Please also disclose whether the FDA has given any indication that you may
use such pathway for LP-10 or your other material product candidates.
Prevalence, page 62
12.We note your disclosure here that you "have measured annual cyclophosphamide and
ifosphamide use in a large commercial database and inferred the upper range of
consequential HC to potentially reach 60,000 new cases per year." Please disclose any
material assumptions and limitations associated with your estimate of the 60,000 new
consequential HC cases per year or otherwise advise.
Our Addressable Market, page 64
13.We note your disclosure here that you could receive "approximately $1.2 billion in gross
revenues annually." Please revise to include balancing disclosure that your product
candidate, LP-10, is not currently approved for any indication and is being studied in

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 March 14, 2022 Page 4
 FirstName LastNameJonathan Kaufman
Lipella Pharmaceuticals Inc.
March 14, 2022
Page 4
ongoing clinical trials and that there can be no assurance that your product candidate will
receive FDA approval.
Our Metastable Liposome Intravesical Drug Delivery Platform, page 66
14.Please revise your disclosure to explain what you mean by "extensive clinical history with
the liposomal delivery vehicle." In addition, please provide your basis for your belief that
"[y]our Platform provides an optimal approach for treating urinary bladder conditions,"
given your current, clinical and discovery stages of development of your product
candidates.
Intellectual Property, page 67
15.Please revise your intellectual property disclosure to clearly describe the expiration year
of each patent, and the jurisdiction, including any foreign jurisdiction, of each material
pending or issued patent. In addition, we note you are "actively prosecuting additional
patent applications in the United States and in Europe, Canada, Mexico and Australia."
Please update your disclosure here to clarify whether or not you have material pending
patent applications in these jurisdictions. To the extent material, please disclose the type
of patent protection you are seeking, the applicable jurisdictions and the potential patent
expiration dates for each material pending patent application.
Expedited Development and Review Programs, page 70
16.We note your disclosure that, "LP-10, and the specific indication for which it is being
studied, meets the qualifications for Fast Track designation" and "LP-10, and the specific
indication for which it is being studied, meets the qualifications for Breakthrough Therapy
designation." Please revise your disclosure to clarify that even though you believe LP-10
meets the qualification for Fast Track designation and Breakthrough Therapy designation,
the FDA will ultimately make such determination.
Executive Employment Arrangements, page 78
17.Please file as exhibits the employment agreements entered into with your named executive
officers. See Item 601(b)(10) of Regulations S-K.
Certain Relationships and Related Party and Other Transactions, page 84
18.We note your disclosure on page 67 that you entered into a non-binding memorandum of
understanding, dated November 6, 2021, with Cook MyoSite. In addition, we note your
disclosure on page 72 where it appears that Dr. Chancellor is affiliated with Cook
MyoSite. Please revise your disclosure to provide more details of your arrangements with
Cook Myosite and disclose this arrangement as a related party transaction under Item
404(a) of Regulation S-K or otherwise advise. In addition, please file any related party
transaction agreements as exhibits, as required by Item 601(b)(10)(i)(A) of Regulation S-
K.

 FirstName LastNameJonathan Kaufman
 Comapany NameLipella Pharmaceuticals Inc.
 March 14, 2022 Page 5
 FirstName LastName
Jonathan Kaufman
Lipella Pharmaceuticals Inc.
March 14, 2022
Page 5
Principal Stockholders, page 85
19.For each stockholder in the principal stockholders table that is neither a natural person nor
a public reporting company, please revise to identify the natural person with voting and
investment control.
Provisions of Our Certificate of Incorporation and Bylaws
Choice of Forum., page 90
20.Consistent with your risk factor disclosure on page 36, please add disclosure
describing 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.
General
21.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Eric Atallah at 202-551-3663 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jason Drory at 202-551-8342 or Anne Parker at 202-551-3611 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael DeDonato, Esq.