SEC – ‘UPLOAD’ from 10/31/19 re: Eyegate Pharmaceuticals Inc – ‘TEXT-EXTRACT’

On:  Thursday, 10/31/19, at 11:13am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  12/17/19   ·   Accession #:  0-19-15020

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     34K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      2±    11K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                                            October 31, 2019

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

Re: EyeGate Pharmaceuticals, Inc.                                 
Registration Statement of Form S-3                        
Filed October 18, 2019                                    
File No. 333-234255                                       

Dear Mr. From:                                                                  

We have limited our review of your registration statement to those
issues we have                                                                  
addressed in our comment. In our comment, we may ask you to provide us with     
information so                                                                  
we may better understand your disclosure.                                       

   Please respond to this letter by amending your registration statement
and providing the                                                               
requested information. If you do not believe our comment applies to your facts  
and                                                                             
circumstances or do not believe an amendment is appropriate, please tell us why 
in your                                                                         
response.                                                                       

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

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

Exhibits                                                                        

1.     We refer to Article V.E of your Restated Articles of Incorporation filed 
as Exhibit 3.1.                                                                 
    Your forum selection provision identifies the Court of Chancery of the
State of Delaware                                                               
      as the exclusive forum for certain litigation, including any "derivative
action." Please                                                                 
  disclose whether this provision applies to actions arising under the
Securities Act or                                                               
   Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates                                                                     
  exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created                                                       
      by the Exchange Act or the rules and regulations thereunder, and Section
22 of the                                                                       
  Securities Act creates concurrent jurisdiction for federal and state
courts over all suits                                                           
    brought to enforce any duty or liability created by the Securities Act
or the rules and                                                                
regulations thereunder. If the provision applies to Securities Act
claims, please also revise                                                      
Stephen From                                                                  
EyeGate Pharmaceuticals, Inc                                                    
October 31, 2019                                                                
Page 2                                                                          
    your prospectus to state that there is uncertainty as to whether a court
would enforce such                                                              
 provision and that investors cannot waive compliance with the federal
securities laws and                                                             
     the rules and regulations thereunder. If this provision does not apply to
actions arising                                                                 
 under the Securities Act or Exchange Act, please tell us how you will
inform investors in                                                             
   future filings that the provision does not apply to any actions arising
under the Securities                                                            
Act or Exchange Act.                                                
     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff.                                                            

    Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate                                                                  
time for us to review any amendment prior to the requested effective date of    
the registration                                                                
statement.                                                                      

    Please contact Folake Ayoola at (202) 551-3673 or Christine Westbrook at
(202) 551-                                                                      
5019 with any other questions.                                                  

                                                  Sincerely,
FirstName LastNameStephen From                                                  
                                                   Division of
Corporation Finance                                                             
Comapany NameEyeGate Pharmaceuticals, Inc                                       
                                                      Office of Life
Sciences                                                                        
October 31, 2019 Page 2                                                         
cc:       Stephen D. Brook, Esq.                                                
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		12/17/19		8-K,  CORRESP,  UPLOAD
Filed on:		10/31/19		UPLOAD
		10/18/19		S-3,  SC 13D/A,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/18/19  Kiora Pharmaceuticals Inc.        S-3                    3:234K                                   Toppan Merrill/FA