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 CORRESP

 LYRA THERAPEUTICS, INC.
 480 Arsenal Way Watertown, MA
02472 July 28, 2025 V IA EDGAR
T RANSMISSION Securities and Exchange Commission
 Division of Corporation Finance Office of Industrial
Applications and Services 100 F Street, NE Washington, D.C.
20549 Attention:  Juan Grana

 Re:
 LYRA THERAPEUTICS, INC.
    Registration Statement on Form S-1 (Registration
No. 333-288872) Ladies and Gentlemen:
 In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-1 (Registration No. 333-288872) (as amended, the “Registration Statement”) of Lyra Therapeutics, Inc. (the
“Company”). We respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on July 30, 2025, or at such later time as the Company or its counsel may orally request via telephone call to the
staff. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Wesley C. Holmes at (617) 948-6027.
 If you have any questions regarding the foregoing, please do not hesitate to contact Peter N. Handrinos at (617) 948-6060 or Wesley C. Holmes at (617) 948-6027, of Latham & Watkins LLP. Thank you in advance for your consideration.

 Very truly yours,

 L YRA T HERAPEUTICS , I NC .

 By:

 /s/ Jason Cavalier

 Name:

 Jason Cavalier

 Title:

 Chief Financial Officer

 cc:
 Peter N. Handrinos, Latham & Watkins LLP
 Wesley C. Holmes, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 28, 2025

Maria Palasis, Ph.D.
Chief Executive Officer
Lyra Therapeutics, Inc.
480 Arsenal Way
Watertown, MA 02472

 Re: Lyra Therapeutics, Inc.
 Registration Statement on Form S-1
 Filed July 22, 2025
 File No. 333-288872
Dear Maria Palasis Ph.D.:

 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 Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Wesley C. Holmes, Esq.
</TEXT>
</DOCUMENT>

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CORRESP

 LYRA THERAPEUTICS, INC.

480 Arsenal Way

 Watertown,
Massachusetts 02472

 March 28, 2024

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Benjamin Richie

Re:
 LYRA THERAPEUTICS, INC.

Registration Statement on Form S-3 (Registration No. 333-278163)

 To the addressee set forth above:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-278163) (the “Registration Statement”) of Lyra Therapeutics, Inc. (the “Company”). We
respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on April 1, 2024, or at such later time as the Company or its counsel may orally request via telephone call to the staff. Once the Registration
Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Peter Handrinos at (617) 948-6060 or Wesley Holmes at (617) 948-6027.

 If you have any questions regarding the foregoing, please do not hesitate to contact Peter
Handrinos at (617) 948-6060 or Wesley Holmes at (617) 948-6027, of Latham & Watkins LLP. Thank you in advance for your consideration.

Sincerely,

LYRA THERAPEUTICS, INC.

By:

 /s/ Jason Cavalier

Name:

Jason Cavalier

Title:

Chief Financial Officer

cc:
 Peter N. Handrinos, Latham & Watkins LLP

Wesley C. Holmes, Latham & Watkins LLP

United States securities and exchange commission logo
March 27, 2024
Maria Palasis
Chief Executive Officer
Lyra Therapeutics, Inc.
480 Arsenal Way
Watertown, MA 02472
Re:Lyra Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 22, 2024
File No. 333-278163
Dear Maria Palasis:
            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 Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Wesley C. Holmes

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 Lyra Therapeutics, Inc.

480 Arsenal Way

 Watertown, MA
02472

 July 6, 2023

 Via EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Ben Richie

Re:
 Lyra Therapeutics, Inc.

Registration Statement on Form S-3 Filed June 28, 2023

File No. 333-272981

To whom it may concern:

 Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Lyra Therapeutics, Inc. (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form
S-3 (File No. 333-272981) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Washington D.C. time on July 7, 2023 or as soon as practicable
thereafter.

 The Company requests that we be notified of such effectiveness by a telephone call to Wesley C. Holmes of Latham &
Watkins LLP at (617) 948-6027 and that such effectiveness also be confirmed in writing.

Very truly yours,

Lyra Therapeutics, Inc.

By:

 /s/ Jason Cavalier

Jason Cavalier

Chief Financial Officer

cc:
 Wesley C. Holmes, Latham & Watkins LLP

United States securities and exchange commission logo
July 5, 2023
Maria Palasis, Ph.D.
Chief Executive Officer
Lyra Therapeutics, Inc.
480 Arsenal Way
Watertown, MA 02472
Re:Lyra Therapeutics, Inc.
Registration Statement on Form S-3
Filed June 28, 2023
File No. 333-272981
Dear Maria Palasis:
            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 Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Peter Handrinos

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 Lyra Therapeutics, Inc.

480 Arsenal Way

 Watertown, MA
02472

 May 18, 2022

 Via EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Alan Campbell

Re:
 Lyra Therapeutics, Inc.

Registration Statement on Form S-3 Filed May 11, 2022

File No. 333-264864

To whom it may concern:

 Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Lyra Therapeutics, Inc. (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form
S-3 (File No. 333-264864) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on May 20, 2022 or as soon as practicable
thereafter.

 *    *     *    *

 The Company requests that we be notified of such effectiveness by a telephone call to Wesley
C. Holmes of Latham & Watkins LLP at (617) 948-6027 and that such effectiveness also be confirmed in writing.

Very truly yours,

Lyra Therapeutics, Inc.

By:

/s/ Jason Cavalier

Jason Cavalier

Chief Financial Officer

cc:
 Wesley C. Holmes, Latham & Watkins LLP

United States securities and exchange commission logo
May 17, 2022
Maria Palasis, Ph.D.
President and Chief Executive Officer
Lyra Therapeutics, Inc.
480 Arsenal Way
Watertown, MA 02472
Re:Lyra Therapeutics, Inc.
Registration Statement on Form S-3
Filed May 11, 2022
File No. 333-264864
Dear Dr. Palasis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wesley C. Holmes

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Acceleration Request

 LYRA THERAPEUTICS, INC.

480 Arsenal Way

 Watertown,
Massachusetts 02472

 May 18, 2021

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

 Division of Corporation
Finance

 Mail Stop 3010

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Tim Buchmiller

Re:
 LYRA THERAPEUTICS, INC.

Registration Statement on Form S-3 (Registration No. 333-256020)

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (Registration
No. 333-256020) (the “Registration Statement”) of Lyra Therapeutics, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:30 p.m.,
Eastern Time, on May 20, 2021, or at such later time as the Company or its counsel may orally request via telephone call to the staff. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Latham & Watkins LLP, by calling Peter Handrinos at (617) 948-6060 or Wesley Holmes at (617) 948-6027.

If you have any questions regarding the foregoing, please do not hesitate to contact Peter Handrinos at (617)
948-6060 or Wesley Holmes at (617) 948-6027, of Latham & Watkins LLP. Thank you in advance for your consideration.

Very truly yours,

LYRA THERAPEUTICS, INC.

By:

 /s/ R. Don Elsey

Name:   R. Don Elsey

Title:     Chief Financial Officer

cc:
 Peter N. Handrinos, Latham & Watkins LLP

Wesley C. Holmes, Latham & Watkins LLP

United States securities and exchange commission logo
May 15, 2021
Maria Palasis, Ph.D.
President and Chief Executive Officer
Lyra Therapeutics, Inc.
480 Arsenal Way
Watertown, MA 02472
Re:Lyra Therapeutics, Inc.
Registration Statement on Form S-3
Filed May 11, 2021
File No. 333-256020
Dear Dr. Palasis:
            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:       Peter N. Handrinos, Esq.

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 April 28, 2020

Mr. Paul Fischer

 Office of Healthcare and Insurance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Lyra Therapeutics, Inc.

Registration Statement on Form S-1 (as amended) (SEC File
No. 333-236962)

 Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we hereby join in the request of Lyra Therapeutics, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., New York City time, on April 30, 2020, or
as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 450 copies of the
Preliminary Prospectus dated April 27, 2020 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying
with the 48-hour requirement in Rule 15c2-8(b) under the Securities Exchange Act of 1934, as amended.

Very truly yours,

 BOFA SECURITIES, INC.

JEFFERIES LLC

 WILLIAM BLAIR & COMPANY, L.L.C.

As Representatives of the several underwriters

[SIGNATURE PAGES FOLLOW]

BOFA SECURITIES, INC.

By:

 /s/ Michael A.H. Allong

 Name:

 Title:

 Michael A.H. Allong

 Authorized
Signatory

JEFFERIES LLC

By:

 /s/ Charlie Glazer

 Name:

 Title:

 Charlie Glazer

 Managing
Director

WILLIAM BLAIR & COMPANY, L.L.C.

By:

 /s/ Steve Maletzky

 Name:

 Title:

 Steve Maletzky

 Partner, Equity Capital
Markets

 As representatives of the several underwriters.

cc:
 Ilir Mujalovic, Partner, Shearman & Sterling LLP

 [Signature Page to Acceleration Request Letter]

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CORRESP

 April 28, 2020

Via EDGAR Transmission

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Mail Stop 4720

 Washington, D.C. 20549

Attention: Paul Fischer

Re:
 Lyra Therapeutics, Inc.

 Registration Statement on Form S-1

 Filed March 6, 2020

 Registration No. 333-236962

Dear Mr. Fischer:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on
April 30, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Lyra Therapeutics, Inc. (the “Company”) or its counsel may request via telephone call to the staff. Please contact
Wesley Holmes of Latham & Watkins LLP, counsel to the Company, at (617) 948-6027, or in his absence, Peter Handrinos at (617) 948-6060, to provide notice of
effectiveness, or if you have any other questions or concerns regarding this matter.

 Sincerely yours,

Lyra Therapeutics, Inc.

By:

/s/ Maria Palasis

 Maria Palasis, Ph.D.

 President and Chief
Executive Officer

cc:
 Wesley Holmes, Esq.

Peter Handrinos, Esq.

CORRESP
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CORRESP

 April 27, 2020

 VIA EDGAR AND OVERNIGHT DELIVERY

Mr. Paul Fischer

 Office of Healthcare and Insurance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Mail Stop 4720

 Washington, D.C. 20549

Re:
 Lyra Therapeutics, Inc.

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

 Filed April 27, 2020

 File No. 333-236962

Dear Mr. Fischer:

 On behalf of Lyra
Therapeutics, Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by
letter dated December 4, 2019 with respect to the Company’s Confidential Draft Registration Statement on Form S-1 submitted on November 8, 2019. This letter is being submitted together with a complete copy of the Company’s filed
Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-236962) (as amended, the “Registration Statement”), which has been revised to address the
Staff’s comments. The bold and numbered paragraph below corresponds to the numbered paragraph in the Staff’s letter referred to above and is followed by the Company’s response. For the Staff’s convenience, we are also sending, by
courier, copies of this letter and marked copies of Amendment No. 1 that reflect changes made to the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration
Statement.

 April 27, 2020

 Page
 2

 Use of Proceeds, page 76

6.
 Please revise paragraph three to provide an estimate regarding how far in the development process for
LYR-210 and LYR-220 the allocated proceeds of the offering will enable you to reach. Please also disclose whether additional funds will be necessary to complete the two trials you identify. If a material amount of other funds is necessary to
complete these trials, state the amounts and sources of such other funds. Refer to Instruction 3 of Item 504 of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and in response has revised the disclosure on page 81 of
Amendment No. 1.

 April 27, 2020

 Page
 3

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 617-948-6027 or Peter Handrinos at 617-948-6060 with any questions or further comments you may have regarding this filing or if you wish to discuss
the above.

 Sincerely,

/s/ Wesley C. Holmes

Wesley C. Holmes

of LATHAM & WATKINS LLP

Enclosures

 cc: (via e-mail)

Maria Palasis, Chief Executive Officer, Lyra Therapeutics, Inc.

Peter N. Handrinos, Latham & Watkins LLP

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CORRESP

 April 24, 2020

 VIA EDGAR AND HAND DELIVERY

CONFIDENTIAL

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Healthcare & Insurance

100 F Street, N.E.

 Mail Stop 4720

Washington, D.C. 20549

 Attention: Ms. Ameen Hamady and
Ms. Kate Tillan

 FOIA Confidential Treatment Request

Under 17 C.F.R. §200.83

Re:
 Lyra Therapeutics, Inc. | Anticipated Price Range

 Registration Statement on Form S-1 (File No. 333-236962)

 Dear Ms. Hamady and Ms. Tillan:

On behalf of Lyra Therapeutics, Inc. (the “Company”), we submit this letter to the Staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Company originally submitted the above-referenced Registration Statement (the
“Registration Statement”) to the Commission on November 8, 2019. Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by the Company’s request for
confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. A redacted letter has been filed on EDGAR, omitting the confidential information
contained in this letter.

 For the convenience of the Staff, we are providing to the Staff copies of this letter by hand delivery.

 April 24, 2020

 Page
 2

 ESTIMATED IPO PRICE RANGE

To assist the Staff in its review, the Company advises the Staff that, although not yet reflected in the Registration Statement, based on
discussions with the Company’s board of directors and reflecting input from the lead underwriters (the “Underwriters”) for the Company’s initial public offering (“IPO”), if the Company were
to commence marketing of the transaction today, the Company presently anticipates that the estimated price range would be approximately $[***] to $[***] per share for the Company’s common stock (the “Preliminary IPO Price
Range”) with a midpoint of the anticipated range of approximately $[***] per share (the “Preliminary Assumed IPO Price”). The Preliminary IPO Price Range and Preliminary Assumed IPO Price do not reflect the
reverse stock split that the Company intends to effect prior to the Commission’s declaration of effectiveness of the Registration Statement. The Company advises the Staff that the final range to be included in a
pre-effective amendment to the Registration Statement, after giving effect to an appropriate reverse stock split, will include a price range of no more than $2.00, if the maximum price is $10.00 per share or
less, or 20%, if the maximum price is greater than $10.00 per share, unless otherwise approved by the Staff.

 The Company’s final
post-split Preliminary IPO Price Range remains under discussion between the Company and the Underwriters, and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary
prospectus in connection with the Company’s road show.

 ANALYSIS OF STOCK OPTION GRANTS IN PRECEDING 12 MONTHS

The following table summarizes by grant date the number of shares of common stock underlying stock options granted during the past year, as
well as the associated per share exercise price and the estimated fair value per share of the Company’s common stock on the date of option grant, and the estimated fair value of options per share used to determine stock-based compensation
expense for financial reporting purposes.

 Grant Date

Number of
Shares
Underlying
Stock
Options
Granted

Per
Share
Exercise
Price of
Options

Estimated
Fair
Value of
Common
Stock per
Share on
Date of
Option
Grant

Per Share
Estimated
Fair
Value of
Options

 June 20, 2019

1,170,000

$
0.13

$
0.13

$
0.09

 September 24, 2019

3,225,761

$
0.13

$
0.25
(1)

$
0.19

 February 6, 2020

3,767,171
(2)

$
0.25

$
0.25

$
0.17

 (1) The
Company undertook a retrospective valuation of the fair value of its common stock as of September 19, 2019 and this value represents its estimated fair value per share of common stock in accordance with such retrospective valuation, as no
contemporaneous valuation was performed at the time of such grants.

 (2) Includes a grant of an option to purchase an aggregate of 2,836,637 shares to
Dana Washburn, M.D. Prior to the vesting of any shares underlying such option, Dr. Washburn resigned his position at the Company, and such option expired without exercise.

The Company expects that any additional option grants made prior to the offering shall have an exercise price equal to the initial public
offering price per share for shares of common stock sold in the offering pursuant to the Registration Statement.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY LYRA THERAPEUTICS, INC.

 April 24, 2020

 Page
 3

 The Company’s discussion of stock-based compensation for financial reporting purposes is
primarily contained within the section of the Registration Statement titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Use of Estimates—Stock-Based
Compensation,” which is included on pages 91 through 95 of the Registration Statement. As disclosed, the Company’s board of directors has estimated the fair value of the Company’s common stock at various grant dates, with input
from management, considering the Company’s most recently available third-party valuations of the common stock and the board of directors’ assessment of additional objective and subjective factors that it believed were relevant, including:

•

 the lack of an active public market for the Company’s common stock and redeemable convertible preferred
stock;

•

 the prices at which the Company sold shares of its redeemable convertible preferred stock in arm’s length
transactions and the superior rights, preferences and privileges of the convertible preferred stock relative to its common stock, including the liquidation preferences of its preferred stock;

•

 the Company’s results of operations and financial condition, including cash on hand;

•

 the material risks related to the Company’s business

•

 the Company’s stage of development and business strategy;

•

 the composition of, and changes to, the Company’s management team and board of directors;

•

 the market performance of publicly traded companies in the life sciences and biotechnology sectors, as well as
recently completed IPOs of companies in the life sciences and biotechnology sectors; and

•

 the likelihood of achieving a liquidity event such as an IPO given prevailing market conditions.

 Grant Date Fair Value Determinations

June 20, 2019 Option Grants.    The Company’s board of directors determined that the fair value of
its common stock was $0.13 per share as of June 20, 2019 based on input from management, the objective and subjective criteria discussed above and the results of its most recent third-party valuation performed as of May 31,
2019, which was received by the Company on June 19, 2019. In reaching this determination, the board of directors determined that no material changes had occurred in the business since May 31, 2019.

As described in the Registration Statement under the heading “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Critical Accounting Policies and Use of Estimates—Stock-Based Compensation,” the May 31, 2019 valuation analysis was

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY LYRA THERAPEUTICS, INC.

 April 24, 2020

 Page
 4

performed using the hybrid method, which considered an IPO scenario and a merger and acquisition scenario. For those future-event scenarios, the Company’s management determined that the
probability for the IPO scenario was 10%, and for the merger and acquisition scenario was 90%.

 In determining the enterprise value for
the IPO scenario, the Company applied the guideline public company method under the market approach, which analyzed enterprise values at the IPO date of publicly traded companies in the life sciences and biotechnology sectors that recently completed
IPOs. For the IPO scenario, the Company applied the direct waterfall equity allocation method. The Company estimated time to completion for the IPO as 0.75 years and applied a risk-adjusted discount rate of 30%, which was determined based on a
weighted average cost of capital model, and a discount for lack of marketability of 15%.

 In determining the enterprise value for the
merger and acquisition scenario, the Company applied a guideline transaction method under the market approach, which analyzed enterprise values at the transaction date of biotechnology companies involved in merger or acquisition transactions within
a certain consideration range within a period of approximately three years prior to such valuation. For the merger and acquisition scenario, the Company applied option-pricing model equity allocation method. The Company estimated time to completion
for such a transaction as 3.0 years and applied a risk-adjusted discount rate of 30%, which was determined based on a weighted average cost of capital model, and a discount for lack of marketability of 34.5%.

The May 31, 2019 valuation analysis resulted in a valuation of the Company’s common stock of $0.13 per share. Based on that result
as well as consideration of other qualitative factors, the Company’s board of directors determined that the fair value of the Company’s common stock was $0.13 per share as of June 20, 2019, when it granted stock options for the
purchase of 1,170,000 shares of common stock.

 September 24, 2019 Option Grants.    The Company’s
board of directors determined that the fair value of its common stock was $0.13 per share as of September 24, 2019 based on input from management, the objective and subjective criteria discussed above and the results of its most recent
third-party valuation performed as of May 31, 2019, which was received by the Company in June 19, 2019. In reaching this determination, the board of directors determined that no material changes had occurred in the business since
May 31, 2019.

 The May 31, 2019 valuation analysis resulted in a valuation of the Company’s common stock of $0.13 per
share. Based on that result as well as consideration of other qualitative factors, the Company’s board of directors determined that the fair value of the Company’s common stock was $0.13 per share as of September 24, 2019, when it
granted stock options for the purchase of 3,225,761 shares of common stock.

 Reassessment of September 24, 2019 Fair Value

In preparation for the public filing of the Registration Statement containing the Preliminary IPO Price Range, the Company evaluated whether or
not, in retrospect, the grant date fair value of the common stock on September 24, 2019 based on the May 31, 2019 valuation was appropriate.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY LYRA THERAPEUTICS, INC.

 April 24, 2020

 Page
 5

The Company determined that, in retrospect, an increase in the valuation of the common stock had occurred between the date at which the May 31, 2019 valuation was previously used (June 20,
2019) and September 24, 2019. Accordingly, for purposes of determining the amount of stock-based compensation expense for the six months ended June 30, 2019 and as described in the Registration Statement under the heading
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Use of Estimates—Stock-Based Compensation,” a retrospective valuation analysis was performed as of
September 19, 2019 using the hybrid method, which considered an IPO scenario and a merger and acquisition scenario. For those future-event scenarios, the Company’s management determined that the probability for the IPO scenario was 40%,
and for the merger and acquisition scenario was 60%.

 In determining the enterprise value for the IPO scenario, the Company applied the
guideline public company method under the market approach, which analyzed enterprise values at the IPO date of publicly traded companies in the life sciences and biotechnology sectors that recently completed IPOs. For the IPO scenario, the Company
applied the direct waterfall equity allocation method. The Company estimated time to completion for the IPO as 0.53 years and applied a risk-adjusted discount rate of 25%, which was determined based on a weighted average cost of capital model, and a
discount for lack of marketability of 10%.

 In determining the enterprise value for the merger and acquisition scenario, the Company
applied a guideline transaction method under the market approach, which analyzed enterprise values at the transaction date of biotechnology companies involved in merger or acquisition transactions within a certain consideration range within a period
of approximately three years prior to such valuation. For the merger and acquisition scenario, the Company applied option-pricing model equity allocation method. The Company estimated time to completion for such a transaction as 3.0 years and
applied a risk-adjusted discount rate of 25%, which was determined based on a weighted average cost of capital model, and a discount for lack of marketability of 30%.

The September 19, 2019 retrospective valuation analysis resulted in a valuation of the Company’s common stock of $0.25 per share.

 February 6, 2020 Option Grants.    The Company’s board of directors determined that the fair value
of its common stock was $0.25 per share as of February 6, 2020 based on input from management, the objective and subjective criteria discussed above and the results of its most recent third-party valuation performed as of January 23, 2020, which was
received by the Company in early-February 2020. In reaching this determination, the board of directors determined that no material changes had occurred in the business since January 23, 2020.

As described in the Registration Statement under the heading “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Critical Accounting Policies and Use of Estimates—Stock-Based Compensation,” the January 23, 2020 valuation analysis was performed using the hybrid method, which considered an IPO scenario and a merger and
acquisition scenario. For those future-event scenarios, the Company’s management determined that the probability for the IPO scenario was 55%, and for the merger and acquisition scenario was 45%.

 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY LYRA THERAPEUTICS, INC.

 April 24, 2020

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 6

 In determining the enterprise value for the IPO scenario, the Company applied a recent
transaction method under the market approach. The recent transaction method was selected as the Company had recently closed a Series C preferred stock round of financing in January 2020. Specifically, at closings on January 10, 2020 and
January 17, 2020, the Company issued and sold an aggregate of 68,666,097 shares of Series C preferred stock and warrants to purchase an aggregate of 20,599,826 shares of common stock (i.e., approximately 30% warrant coverage) for aggregate
total consideration of $26,649,998.96, equating to consideration of $0.38811 for one share of Series C preferred stock and a warrant to purchase 30% of one share of common stock. This recent transaction method priced the common stock off the Series
C preferred stock implied price by considering the economic and control rights of the preferred shareholders compared to those of the common shareholders. For the IPO scenario, the Company applied the direct waterfall equity allocation method. The
Company estimated time to completion for the IPO as 0.19 years and applied a risk-adjusted discount rate of 25%, which was determined based on a weighted average cost of capital model, and a discount for lack of marketability of 5%.

In determining the enterprise value for the merger and acquisition scen

December 4, 2019
Maria Palasis, Ph.D.
Chief Executive Officer
Lyra Therapeutics, Inc.
480 Arsenal Way
Watertown, MA 02472
Re:Lyra Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted November 8, 2019
CIK No. 0001327273
Dear Dr. Palasis:
            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 November 8, 2019
Prospectus Summary, page 2
1.Please revise your disclosure to briefly define the terms "refractory" and "elastomeric
matrix" at first use.
Our Solution for CRS, page 2
2.We note your statements on page 3, 103 and 104 regarding your belief that the key
potential benefits of your current investigational product portfolio, LYR-210 and LYR-
220, include "efficacy" and "safety" and on page 105 regarding your belief that LYR-210
is well positioned in the CRS treatment paradigm to provide a preferred alternative to
surgery with an "attractive efficacy and safety profile." As your product candidates have

 FirstName LastNameMaria Palasis, Ph.D.
 Comapany NameLyra Therapeutics, Inc.
 December 4, 2019 Page 2
 FirstName LastNameMaria Palasis, Ph.D.
Lyra Therapeutics, Inc.
December 4, 2019
Page 2
not received FDA approval, it is premature to suggest or imply that they are safe or
effective. Please revise.

Implications of Being an Emerging Growth Company, page 5
3.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.
Risk Factors
If we lose key management or scientific personnel...our business may materially suffer, page 64
4.Please revise to identify the key management or scientific personnel upon whom you rely.
Provisions in our restated certificate of incorporation and restated bylaws and under Delaware
law...., page 70
5.Please revise to break out under a separate heading your discussion of your exclusive
forum provision in paragraphs one and two on page 71. Please also address here, as you
do at page 161, the applicability of the provision to actions arising under the Securities
Act.
Use of Proceeds, page 76
6.Please revise paragraph three to provide an estimate regarding how far in the development
process for LYR-210 and LYR-220 the allocated proceeds of the offering will enable you
to reach.  Please also disclose whether additional funds will be necessary to complete the
two trials you identify.  If a material amount of other funds is necessary to complete these
trials, state the amounts and sources of such other funds. Refer to Instruction 3 of Item
504 of Regulation S-K.
Critical Accounting Policies
Stock-Based Compensation, page 91
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 including stock compensation and
beneficial conversion features.

 FirstName LastNameMaria Palasis, Ph.D.
 Comapany NameLyra Therapeutics, Inc.
 December 4, 2019 Page 3
 FirstName LastName
Maria Palasis, Ph.D.
Lyra Therapeutics, Inc.
December 4, 2019
Page 3
Business
Our Strategy, page 105
8.We note your disclosure that your strategy is to "rapidly advance" LYR-210 through
clinical development. 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.
General
9.Please provide us proofs of all graphics, visual, or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.
Please note that we may have comments regarding these materials.
            You may contact Ameen Hamady at 202-551-3891 or Kate Tillan at 202-551-3604 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Paul Fischer at 202-551-3415 or Irene Paik at 202-551-6553 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wesley C. Holmes, Esq.