SecProbe.io

CORRESP
 1
 filename1.htm

 Tharimmune,
Inc.

 34
Shrewsbury Avenue

 Red
Bank, NJ 07701

 September
3, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Tharimmune,
 Inc.

 Registration
 Statement on Form S-3, File No. 333-289869
 Filed
 August 26, 2025

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: September 4, 2025

 Requested
Time: 5:00 p.m., Eastern Time

 Ladies
and Gentlemen:

 Tharimmune,
Inc. (the "Company") hereby requests that the effective date of the Company's Registration Statement on Form S-3, as
amended (File No. 333-289869), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared
and becomes effective at 5:00 p.m. Eastern time on Thursday, September 4, 2025, or as soon as practicable thereafter.

 Sincerely
 yours,

 Tharimmune,
 Inc.

 /s/
 Sireesh Appajosyula

 Sireesh
 Appajosyula

 Chief
 Executive Officer

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

Sireesh Appajosyula
Chief Executive Officer
Tharimmune, Inc.
34 Shrewsbury Avenue
Red Bank, NJ 07701

 Re: Tharimmune, Inc.
 Registration Statement on Form S-3
 Filed August 26, 2025
 File No. 333-289869
Dear Sireesh Appajosyula:

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

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Scott E. Linsky, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Tharimmune,
Inc.

 34
Shrewsbury Avenue

 Red
Bank, NJ 07701

 July
8, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance
100 F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Daniel Crawford

 Re:
 Tharimmune,
 Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-288518

 Filed
 July 3, 2025

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), Tharimmune, Inc.
(the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Daylight Time, on Wednesday, July 9, 2025, or as soon thereafter as possible.
 In making this acceleration request, the Company acknowledges that it is aware of its responsibilities
under the Act.

 Please
notify Jeffrey Fessler of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible as
to the time the registration statement has been declared effective pursuant to this acceleration request.

 Very truly yours,

 THARIMMUNE,
 INC.

 By:
 /s/
 Sireesh Appajosyula

 Name:
 Sireesh
 Appajosyula

 Title:
 Chief
 Executive Officer

 cc:
Jeffrey Fessler, Sheppard Mullin Richter & Hampton LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 8, 2025

Sireesh Appajosyula
Chief Executive Officer
Tharimmune, Inc.
34 Shrewsbury Avenue
Red Bank, NJ 07701

 Re: Tharimmune, Inc.
 Registration Statement on Form S-3
 Filed July 3, 2025
 File No. 333-288518
Dear Sireesh Appajosyula:

 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 Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

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

December 23, 2024
Randy Milby
Chief Executive Officer
Tharimmune, Inc.
1200 Route 22 East, Suite 2000
Bridgewater, NJ 08807
Re:Tharimmune, Inc.
Registration Statement on Form S-3
Filed December 19, 2024
File No. 333-283936
Dear Randy Milby:
            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:Jeffrey J. Fessler, Esq.

CORRESP
1
filename1.htm

Tharimmune,
Inc.

1200
Route 22 East, Suite 2000

Bridgewater,
NJ 08807

December
23, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F Street, N.E.

Washington,
D.C. 20549

Attention:
Tim Buchmiller

    Re:

    Tharimmune,
    Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-283936

    Filed
    December 19, 2024

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Tharimmune, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:00 p.m., Eastern Standard Time, on Thursday, December 26, 2024, or as soon thereafter as possible.
In making this acceleration request, the Company acknowledges that it is aware of its responsibilities
under the Act.

Please
notify Jeffrey Fessler of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible as
to the time the registration statement has been declared effective pursuant to this acceleration request.

    Very
    truly yours,

    THARIMMUNE,
    INC.

    By:
    /s/
    Randy Milby

    Name:
    Randy
    Milby

    Title:
    Chief
    Executive Officer

    cc:

    Jeffrey
    Fessler, Sheppard Mullin Richter & Hampton LLP

CORRESP
1
filename1.htm

Tharimmune,
Inc.

1200
Route 22 East, Suite 2000

Bridgewater,
NJ 08807

July
18, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F Street, N.E.

Washington,
D.C. 20549

Attention:
Tim Buchmiller

    Re:

    Tharimmune,
    Inc.

    Registration
    Statement on Form S-3

    File
    No. 333- 280814

    Filed
    July 15, 2024

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Tharimmune, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:00 p.m., Eastern Daylight Time, on Friday, July 19, 2024, or as soon thereafter as
possible. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Please
notify Jeffrey Fessler of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible as
to the time the registration statement has been declared effective pursuant to this acceleration request.

    Very truly
    yours,

    THARIMMUNE,
    INC.

    By:
    /s/
    Randy Milby

    Name:
    Randy
    Milby

    Title:
    Chief
    Executive Officer

cc:
Jeffrey Fessler, Sheppard Mullin Richter & Hampton LLP

    -1-

July 17, 2024
Randy Milby
Chief Executive Officer
Tharimmune, Inc.
1200 Route 22 East, Suite 2000
Bridgewater, NJ 08807
Re:Tharimmune, Inc.
Registration Statement on Form S-3
Filed July 15, 2024
File No. 333-280814
Dear Randy Milby:
            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:Emily A. Mastoloni, Esq.

CORRESP
1
filename1.htm

Tharimmune,
Inc.

1200
Route 22 East, Suite 2000

Bridgewater,
NJ 08807

    November
    27, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford

    Re:
    Tharimmune,
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-275350

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Tharimmune, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Standard Time, on Monday, November 27, 2023, or as soon thereafter as possible.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    THARIMMUNE,
    INC.

    By:
    /s/
    Randy Milby

    Name:
    Randy
    Milby

    Title:
    Chief
    Executive Officer

CORRESP
1
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ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

November
27, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Tharimmune,
    Inc. (“Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-275350) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on November 27, 2023, or as soon thereafter as practicable.

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

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with 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,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric
    Lord

    Title:
    Head
    of Investment Banking

CORRESP
1
filename1.htm

Tharimmune,
Inc.

1200
Route 22 East, Suite 2000

Bridgewater,
NJ 08807

    November
    24, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford

    Re:
    Tharimmune,
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-275350

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Tharimmune, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Standard Time, on Tuesday, November 28, 2023, or as soon thereafter as possible.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    THARIMMUNE,
    INC.

    By:
    /s/
    Randy Milby

    Name:
    Randy
    Milby

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

  November 24, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Tharimmune,
                                            Inc. (“Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-275350) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on November 28, 2023, or as soon thereafter as practicable.

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

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with 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,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:
     Eric Lord

    Title:
     Head of Investment Banking

United States securities and exchange commission logo
November 9, 2023
Randy Milby
Chief Executive Officer
Tharimmune, Inc.
1200 Route 22 East, Suite 2000
Bridgewater, NJ 08807
Re:Tharimmune, Inc.
Registration Statement on Form S-1
Filed November 6, 2023
File No. 333-275350
Dear Randy Milby:
            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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeff Fessler, Esq.

CORRESP
1
filename1.htm

THARIMMUNE,
INC.

1200
Route 22 East, Suite 2000

Bridgewater,
NJ 08807

November
7, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Delaying
    Amendment for Tharimmune, Inc.

    Registration
    Statement on Form S-1 (File No. 333-275350)

Ladies
and Gentlemen:

Reference
is made to the Registration Statement on Form S-1(File No. 333-275350) filed with the Securities and Exchange Commission (the “Commission”)
by Tharimmune, Inc. on November 6, 2023 (the “Registration Statement”). Pursuant to Rule 473(c) of the Securities Act of
1933, as amended (the “Act”), the following delaying amendment, prescribed by Rule 473(a) of the Act, is hereby incorporated
into the facing page of the Registration Statement:

“The
registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.”

No
fees are required in connection with this filing. If you have any questions or comments in connection with this delaying amendment, please
contact our legal counsel Jeffrey Fessler at (212) 634-3067.

    Sincerely,

    Tharimmune,
    Inc.

    /s/
    Randy Milby

    By:
    Randy
    Milby

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

Hillstream
BioPharma, Inc.

1200
Route 22 East, Suite 2000

Bridgewater,
NJ 08807

March
22, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Arzhang Navai

    Re:
    Hillstream
    BioPharma, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-270684

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Hillstream BioPharma, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:30 p.m., Eastern Standard Time, on Friday, March 24, 2023, or as soon thereafter as possible.

Please
notify Nazia Khan of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (202) 747-2651 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

    HILLSTREAM
    BIOPHARMA, INC.

    By:
    /s/
    Randy Milby

    Name:
    Randy
    Milby

    Title:
    Chief
    Executive Officer

      -1-

United States securities and exchange commission logo
March 21, 2023
Randy Milby
Chief Executive Officer
Hillstream BioPharma Inc.
1200 Route 22 East, Suite 2000
Bridgewater, NJ 08807
Re:Hillstream BioPharma Inc.
Registration Statement on Form S-3
Filed March 17, 2023
File No. 333-270684
Dear Randy Milby:
            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 Arzhang Navai at 202-551-4676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nazia J. Khan

CORRESP
1
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HILLSTREAM
BIOPHARMA, INC.

1200
Route 22 East, Suite 2000

Bridgewater,
NJ 08807

January
7, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attention:
    Jenn Do

    Daniel
Gordon

    Abby
Adams

    Christopher
Edwards

    Re:
    Hillstream
    BioPharma, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-259821

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Hillstream BioPharma,
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Time, on Tuesday, January 11, 2022, or as soon thereafter as possible.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank you,

    HILLSTREAM BIOPHARMA, INC.

    By:
    /s/ Randy Milby

    Name:
    Randy Milby

    Title:
    Chief Executive Officer

CORRESP
1
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ThinkEquity
LLC

17
State Street, 22nd Floor

New
York, NY 10004

January
7, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F St., N.E.

Washington,
D.C. 20549

    Re:
    Hillstream
    BioPharma Inc.

    Registration
    Statement on Form S-1

    Registration
    No. 333-259821

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on January 11, 2022 or as soon thereafter as practicable.

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

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with 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,

    ThinkEquity
    LLC

    By:
    /s/
    Priyanka Mahajan

    Name:
    Priyanka
    Mahajan

    Title:
    Managing
    Director

CORRESP
1
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HILLSTREAM
BIOPHARMA, INC.

1200
Route 22 East, Suite 2000

Bridgewater,
NJ 08807

October
15, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attention:

    Jenn
    Do

    Daniel
    Gordon

    Abby
    Adams

    Christopher
    Edwards

    Re:

    Hillstream
    BioPharma, Inc.

    Registration
    Statement on Form S-1

    Filed
    September 27, 2021

    File
    No. 333-259821

Dear
Ladies and Gentlemen:

This
letter sets forth responses on behalf of Hillstream BioPharma, Inc., a Delaware corporation (the “Company”), to the comments
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth
in your letter dated October 7, 2021 (“Comment Letter”) regarding the Company’s Registration Statement on Form S-1
(the “Registration Statement”).

For
the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated
prior to the response to such comment.

Registration
Statement on Form S-1 filed September 27, 2021

Gatefold,
page i

1.
We reissue comment 2, to the extent your pipeline table does not have a column for Phase 3 of clinical development.

    RESPONSE:
    The
    Company has revised the Registration Statement to address this comment.

Risk
Factors

Risks
Related to Our Common Stock and This Offering, page 41

2.
We note that the forum selection provision in your Certificate of Incorporation identifies the Court of Chancery of the State of Delaware
as the sole and exclusive forum for certain litigation, including any “derivative action.” The exclusive forum risk factor
on page 47 states that “This exclusive forum provision would not apply to suits brought to enforce any liability or duty created
by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and also refers
to a federal forum provision. The related disclosure on page 99 provides parallel disclosure. 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. Your Certificate of Incorporation does not include any language carving out Securities Act or Exchange Act claims from the
application of the exclusive forum provision. If the provision applies to Securities Act claims, please revise your prospectus to state
that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act
or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how
you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange
Act. Finally, revise your risk factors to highlight the risk that the forum selection provision increases the cost for shareholders to
bring a claim against you.

    RESPONSE:
    The
    Company has filed an amendment (the “Amendment”) to its Certificate of Incorporation, as amended, with the Delaware Secretary
    of State to carve out Securities Act and Exchange Act claims from the application of the exclusive forum provision. The Amendment
    is filed as Exhibit 3.5 to the Registration Statement.

Industry
and Market Data, page 48

3.
We reissue comment 14. We note you have restored the prior disclosure and indicated you “may be liable” for the information
you have chosen to include in the prospectus. You cannot disclaim responsibility for disclosure in your document. Revise to remove the
express and implied disclaimers and clarify that you are responsible for the disclosure in your document.

    RESPONSE:
    The
    Company has revised the Registration Statement to address this comment.

Certain
Relationships and Related Person Transactions, page 96

4.
We have read your response to comment 6 in our letter dated August 23, 2021. As previously requested, please: i) clearly explain the
reason(s) for loaning Mr. Mazur a subordinated convertible promissory note in the amount of $300,000 several months before his Board
appointment; and ii) advise us of where this amount has been reflected in the financial statements as of December 31, 2020.

    RESPONSE:
    During
    the year ended December 31, 2020, the Company’s Chief Executive Officer discussed the Company’s business with Leonard
    Mazur who, at the time, had no affiliation with the Company. Based upon such discussions, Mr. Mazur decided to loan the Company $300,000
    which the Company evinced by issuing Mr. Mazur a convertible promissory note (the “Note”) during the year ended December
    31, 2020. Mr. Mazur’s loan appears in (i) the “Related Party convertible notes, net, less short term portion,”
    line of the Company’s audited consolidated balance sheets for the years ended December 31, 2020 and 2019 although Mr. Mazur
    was not a related party as of December 31, 2020 and (ii) in the “Net cash provided by financing activities” line of the
    Company’s audited consolidated statement of cash flows for the years ended December 31, 2020 and 2019. In addition, the Note
    is referenced in the section titled “Convertible Promissory Notes” in the Management’s Discussion and Analysis
    of Financial Condition and Results of Operations of the Registration Statement.

    Subsequent
    to the issuance of the Note and after year-end, the Company’s Chief Executive Officer continued discussing the Company’s
    business, including its strategy, with Leonard Mazur. Thereafter, and based upon such discussions and Mr. Mazur’s experience
    in the biotechnology industry, the Chief Executive Officer of the Company deemed it advisable to appoint Mr. Mazur as a member of
    the Company’s board of directors effective as of July 2021.

    Sincerely,

    Hillstream
    BioPharma, Inc.

    /s/
    Randy Milby

    By:
    Randy
    Milby

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
October 7, 2021
Randy Milby
Chief Executive Officer
Hillstream BioPharma Inc.
1200 Route 22 East, Suite 2000
Bridgwater, NJ 08807
Re:Hillstream BioPharma Inc.
Registration Statement on Form S-1
Filed September 27, 2021
File No. 333-259821
Dear Mr. Milby:
            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 August 23, 2021 letter.
Registration Statement on Form S-1 filed September 27, 2021
Gatefold, page i
1.We reissue comment 2, to the extent your pipeline table does not have a column for Phase
3 of clinical development.
Risk Factors
Risks Related to Our Common Stock and This Offering, page 41
2.We note that the forum selection provision in your Certificate of Incorporation identifies
the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain
litigation, including any “derivative action.”  The exclusive forum risk factor on page 47
states that "This exclusive forum provision would not apply to suits brought to enforce

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 Comapany NameHillstream BioPharma Inc.
 October 7, 2021 Page 2
 FirstName LastName
Randy Milby
Hillstream BioPharma Inc.
October 7, 2021
Page 2
any liability or duty created by the Securities Act or the Exchange Act or any other claim
for which the federal courts have exclusive jurisdiction and also refers to a federal forum
provision.  The related disclosure on page 99 provides parallel disclosure.  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.  Your Certificate of
Incorporation does not include any language carving out Securities Act or Exchange Act
claims from the application of the exclusive forum provision.  If the provision applies to
Securities Act claims, please revise your prospectus to state that there is uncertainty as to
whether a court would enforce such provision and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange Act, please also
ensure that the exclusive forum provision in the governing documents states this clearly,
or tell us how you will  inform investors in future filings that the provision does not apply
to any actions arising under the Securities Act or Exchange Act.  Finally, revise your risk
factors to highlight the risk that the forum selection provision increases the cost for
shareholders to bring a claim against you.
Industry and Market Data, page 48
3.We reissue comment 14.  We note you have restored the prior disclosure and indicated
you "may be liable" for the information you have chosen to include in the prospectus.
You cannot disclaim responsibility for disclosure in your document.  Revise to remove the
express and implied disclaimers and clarify that you are responsible for the disclosure in
your document.
Certain Relationships and Related Person Transactions, page 96
4.We have read your response to comment 6 in our letter dated August 23, 2021. As
previously requested, please: i) clearly explain the reason(s) for loaning Mr. Mazur a
subordinated convertible promissory note in the amount of $300,000 several months
before his Board appointment; and ii) advise us of where this amount has been reflected in
the financial statements as of December 31, 2020.

 FirstName LastNameRandy Milby
 Comapany NameHillstream BioPharma Inc.
 October 7, 2021 Page 3
 FirstName LastName
Randy Milby
Hillstream BioPharma Inc.
October 7, 2021
Page 3
            You may contact Jenn Do at (202) 551-3743 or Daniel Gordon at (202) 551-3486 if you
have questions regarding the comment on the financial statements and related matters.  Please
contact Abby Adams at (202) 551-6902 or Christopher Edwards at (202) 551-6761 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Fessler, Esq.

CORRESP
1
filename1.htm

HILLSTREAM
BIOPHARMA, INC.

1200
Route 22 East, Suite 2000

Bridgewater,
NJ 08807

September
27, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attention:

    Jenn
    Do

    Daniel
    Gordon

    Abby
    Adams

    Christopher
    Edwards

    Re:

    Hillstream
    BioPharma, Inc.

    Amendment
    No. 2 to Draft Registration Statement

    Submitted
    August 4, 2021

    File
    No. 377-04884

Dear
Ladies and Gentlemen:

This
letter sets forth responses on behalf of Hillstream BioPharma, Inc., a Delaware corporation (the “Company”), to the comments
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth
in your letter dated August 23, 2021 (“Comment Letter”) regarding the Company’s Draft Registration Statement on Form
S-1 (the “Registration Statement”).

For
the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated
prior to the response to such comment.

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

Cover
Page

1.
We reissue comment 2. Revise to clarify if you will proceed with the offering if the stock is not approved for listing on The Nasdaq
Capital Market.

    RESPONSE:
    The
    Company has revised the Registration Statement to indicate that the Company does not intend to proceed with the offering in the event
    it is not approved by listing by The Nasdaq Capital Market.

Gatefold,
page i

2.
We reissue comment 3 as the graphic has not changed in the ways indicated in your response to the comment.

    RESPONSE:
    The
    Company has revised the Registration Statement to address this comment.

Industry
and Market Data, page 48

3.
We reissue comment 14. Revise to clarify that you are responsible for the disclosure in your document.

    RESPONSE:
    The
    Company has revised the Registration Statement to address this comment.

Business,
page 60

4.
We reissue comment 19 to the extent the graphic on page 69 remains illegible.

    RESPONSE:
    The
    Company has revised the Registration Statement to address this comment.

Intellectual
Property, page 80

5.
Refer to comment 21. Clarify to which of your products each patent family relates.

    RESPONSE:
    The
    Company has revised the Registration Statement to address this comment.

Certain
Relationships and Related Person Transactions, page 95

6.
You state that on December 22, 2020, you issued Leonard Mazur a subordinated convertible promissory note in the principal amount of $300,000.
We note from page 86 that Mr. Mazur has served on the Board since July 2021. Please revise to disclose the nature of any prior relationship
you had with him and/or the basis for issuing him a convertible promissory note approximately seven months prior to his Board appointment.
Please address where this amount is reflected in the financial statements as of December 31, 2020. We note from page F-34 that the subordinated
convertible promissory notes to date have been issued “principally all to the Chief Executive Officer and founder”.

    RESPONSE:
    In
    December 2020, the Company issued Leonard Mazur a convertible promissory note (the “Note”). After such issuance, the
    Chief Executive Officer of the Company had discussions with Mr. Mazur regarding the Company’s business, including its strategy.
    Based upon such discussions, the Chief Executive Officer of the Company determined to appoint Mr. Mazur as a member of the Company’s
    Board of Directors seven months after the issuance of the Note.

    Note
    4 of the notes to the December 31, 2020 financials indicates that the Company issued convertible notes principally all to the Chief
    Executive Officer of the Company, meaning a majority of the notes were issued to the Company’s Chief Executive Officer. Since
    Leonard Mazur was not a director of the Company and therefore not a related party as of December 31, 2020, the issuance of the Note
    to Mr. Mazur is not specified in Note 4 to the December 31, 2020 financials which refers to convertible notes issued to related parties.

    Sincerely,

    Hillstream
    BioPharma, Inc.

    /s/
    Randy Milby

    By:
    Randy
    Milby

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
August 23, 2021
Randy Milby
Chief Executive Officer
Hillstream BioPharma Inc.
1200 Route 22 East, Suite 2000
Bridgwater, NJ 08807
Re:Hillstream BioPharma Inc.
Amendment No. 2 to Draft Registration Statement
Submitted August 4, 2021
File No. 377-04884
Dear Mr. Milby:
            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. 2 to Draft Registration Statement on Form S-1
Cover Page
1.We reissue comment 2.  Revise to clarify if you will proceed with the offering if the stock
is not approved for listing on The Nasdaq Capital Market.
Gatefold, page i
2.We reissue comment 3 as the graphic has not changed in the ways indicated in your
response to the comment.

 FirstName LastNameRandy Milby
 Comapany NameHillstream BioPharma Inc.
 August 23, 2021 Page 2
 FirstName LastName
Randy Milby
Hillstream BioPharma Inc.
August 23, 2021
Page 2
Industry and Market Data, page 48
3.We reissue comment 14.  Revise to clarify that you are responsible for the disclosure in
your document.
Business, page 60
4.We reissue comment 19 to the extent the graphic on page 69 remains illegible.
Intellectual Property, page 80
5.Refer to comment 21.  Clarify to which of your products each patent family relates.
Certain Relationships and Related Person Transactions, page 95
6.You state that on December 22, 2020, you issued Leonard Mazur a subordinated
convertible promissory note in the principal amount of $300,000. We note from page 86
that Mr. Mazur has served on the Board since July 2021. Please revise to disclose the
nature of any prior relationship you had with him and/or the basis for issuing him a
convertible promissory note approximately seven months prior to his Board appointment.
Please address where this amount is reflected in the financial statements as of December
31, 2020. We note from page F-34 that the subordinated convertible promissory notes to
date have been issued "principally all to the Chief Executive Officer and founder".
            You may contact Jenn Do at 202-551-3743 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at 202-551-6902 or Chris Edwards at 202-551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Fessler, Esq.

United States securities and exchange commission logo
July 19, 2021
Randy Milby
Chief Executive Officer
Hillstream BioPharma Inc.
1200 Route 22 East, Suite 2000
Bridgwater, NJ 08807
Re:Hillstream BioPharma Inc.
Amendment No. 1 to Draft Registration Statement
Submitted June 1, 2021
File No. 377-04884
Dear Mr. Milby:
            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.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1.We note that you have checked the Rule 415 box on your outside cover page, yet
disclosures elsewhere indicate that this is a firm commitment, underwritten offering.
Please advise or revise.
2.Please revise to clarify whether you will proceed with the offering in the event you are not
approved for listing by the Nasdaq Capital Market.  In this regard, we note your disclosure
that you intend to apply for listing on Nasdaq, and your disclosure in the last risk factor on
page 46 that if your listing is not approved, you will seek to have your stock listed on the
OTCQB.

 FirstName LastNameRandy Milby
 Comapany NameHillstream BioPharma Inc.
 July 19, 2021 Page 2
 FirstName LastName
Randy Milby
Hillstream BioPharma Inc.
July 19, 2021
Page 2
Gatefold, page i
3.Revise the pipeline table on the gatefold and elsewhere in the document to include
separate columns for each of the three phases of clinical development, each at least a wide
as the other columns in the pipeline.  Please also revise the line for HSB-1216 to indicate
it is in IND-enabling studies since an IND will not be filed with the FDA until 2022.
Clarify when you expect to submit an IND or similar application to the relevant
jurisdiction for each product candidate, to the extent known.
Prospectus Summary, page 1
4.On page 1, where you state your “goal is to start a clinical study with HSB-1216 in the
first half of 2022.”  Revise to state when you plan to submit your IND to the FDA, and
clarify that your IND may not be accepted, or may not be accepted in your anticipated
time frame.  Generally, revise the disclosure in your summary to reflect the current status
of your product candidates, the dates over which you control, such as the dates you intend
to submit INDs, and balance your goals with disclosure that it is unknown whether
approval will be granted in the time frame you desire or at all.
5.To the extent you plan to seek FDA approval for your product candidates and target the
U.S. market, revise to clarify you are a pre-clinical company.  We note the risk factor
disclosure on pages 14 and 20 that your two lead product candidates are currently in pre-
clinical development.
6.On page 1, you state that “[t]he active drug in HSB-1216 was found to be efficacious in a
clinical pilot study in Germany in treatment resistant cancers.”  As safety and efficacy
determinations are solely within the authority of the Food and Drug Administration and
comparable foreign regulators, and they continue to be evaluated throughout all phases of
clinical trials, please remove this and any similar statements of effectiveness or safety
throughout your prospectus.  In the Business section, you may present objective data
resulting from your research without including conclusions related to efficacy.
7.Where you couple your products with FDA-approved products from other manufacturers,
be certain your disclosure makes clear which products you are developing and which you
purchase or in-license from other manufacturers.  For example, on page 1, you discuss the
positive attributes of the “ultra-low dose, next generation anthracycline analogue” which
you describe in more detail in the second paragraph on page 2; however, this does not
appear to be your product.  You also include it in your pipeline without notation.  Please
also revise your pipeline accordingly.
Our Team, page 4
8.Please clarify that your management team consists of one person.

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 Comapany NameHillstream BioPharma Inc.
 July 19, 2021 Page 3
 FirstName LastName
Randy Milby
Hillstream BioPharma Inc.
July 19, 2021
Page 3
Risks Associated with Our Business, page 5
9.Please include disclosure that the net proceeds from this offering and your existing cash
will not be sufficient to fund your current operations through twelve months from the date
of the offering.
Our Corporate History, page 6
10.Please disclose the value of the shares of Holdco common stock that were exchanged for
HBI common stock and the membership interests in Nanoproteagen and Farrington
Therapeutics LLC.
Risk Factors
Risks Related to the Discovery and Development of Our Product Candidates, page 14
11.As the Coronavirus pandemic began over one year ago and has spread across the globe,
update the risk factor on page 22.
Risks Related to Our Reliance on Third Parties, page 26
12.We note the disclosure in the risk factor on page 26 that you source some of your required
materials from sole source suppliers.  Identify your sole source suppliers.  Refer to Item
101(h)(4)(v) of Regulation S-K.  File the contracts with each of those suppliers or explain
why you are not substantially dependent upon each.  Refer to Item 601(b)(10)(ii)(B) of
Regulation S-K.
Risks Related to Commercialization of Our Drug Candidates, page 28
13.Revise the risk factor related to Healthcare Reform in the United States, including the
status of litigation regarding the Affordable Care Act.
Industry and Market Data, page 48
14.Your statements that (i) you have not independently verified information cited or relied
upon from third party publications and studies and (ii) no independent source has verified
your internal research and results related to market, industry and other data reflected in the
prospectus implies an inappropriate disclaimer of responsibility with respect to the third
party information and your own research.  Revise to clarify you are responsible for all
disclosure in the prospectus.
Use of Proceeds, page 48
15.Please amend your disclosure to indicate how far the allocations set forth in this section
will advance HSB-1216 in pre-clinical and clinical trials and HSB-888 in pre-clinical
activities.

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 Comapany NameHillstream BioPharma Inc.
 July 19, 2021 Page 4
 FirstName LastName
Randy Milby
Hillstream BioPharma Inc.
July 19, 2021
Page 4
Convertible Promissory Notes, page 57
16.Please quantify the amount of common shares that will be issued to convert
the convertible promissory notes upon completion of the offering.
Business, page 60
17.Throughout the business section, clarify which drugs and product candidates you own,
including whether you licensed them from other parties or developed or are developing
them.  When you refer to studies, be certain it is clear if you are referring to past studies
performed by others, or studies in which you participated or were involved in some form.
18.Increase the font size in your graphics so they are readable. Revise the graphs throughout
the business section so that each has sufficient captions to provide meaningful explanation
or to reference the graphics from the related disclosure.  Revises to fully label all graphics,
for example, to identify if they were mouse models.
19.On pages 63 and 65, clarify what you mean by “We anticipate leveraging the human data
available in China and Japan to obtain an IND approval in 2022 and top-line clinical data
in 2023.”
Clinical Data with HSB-1216's Active Drug, page 67
20.You have disclosed the results experienced by two participants out of an unknown number
in the German pilot study.  Revise your disclosure to provide the total number of
participants, dosing data, all serious adverse events and the results for all study
participants, or delete this disclosure.
Intellectual Property, page 80
21.Please revise your intellectual property disclosure to clearly describe, on an individual or
patent family basis, the type of patent protection granted for each product, the expiration
year of each patent held, and the jurisdiction of each patent. Please clearly distinguish
between owned patents and patents out-licensed to third parties. In this regard it may be
useful to provide tabular disclosure.
Scientific Advisory Board, page 88
22.Please explain the role of your scientific advisory board and clarify, here or in the
appropriate section of your filing, how members are compensated.
Executive and Director Compensation, page 90
23.We note the table of outstanding equity awards as of December 31, 2020 on page 91.
Please revise to disclose the grant date of each grant of stock options. Refer to SEC
Release No. 33-8732A.

 FirstName LastNameRandy Milby
 Comapany NameHillstream BioPharma Inc.
 July 19, 2021 Page 5
 FirstName LastName
Randy Milby
Hillstream BioPharma Inc.
July 19, 2021
Page 5
Certain Relationships and Related Person Transactions, page 95
24.Revise to identify the “related party Noteholder” referenced with respect to the September
27, 2020 notes and identify the basis on which they are a related party.  Refer to Item
404(a)(1) of Regulation S-K.
General
25.Please 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 Jenn Do at (202) 551-3743 or Daniel Gordon at (202) 551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at (202) 551-6902 or Christopher Edwards at (202) 551-6761 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Fessler, Esq.