TEXT-EXTRACT 2 filename2.txt 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. 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, FirstName LastNameJonathan Kaufman Division of Corporation Finance Comapany NameLipella Pharmaceuticals Inc. Office of Life Sciences August 4, 2022 Page 2 cc: Michael DeDonato, Esq. FirstName LastName