LPATH, INC.
November 29, 2016
VIA EDGAR
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 4546
Washington, D.C. 20549
Attention: Suzanne Hayes, Assistant Director
Joseph McCann, Senior Counsel
Josh Samples, Senior Counsel
Re: Acceleration Request of Lpath, Inc.
Registration Statement on Form S-4, as amended
Filed on October 11, 2016 (File No. 333-214059)
Ladies and Gentlemen:
Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Lpath, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-4 to become effective on Thursday, December 1, 2016, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.
Thank you for your assistance. If you should have any questions, please contact Jeff Thacker of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, at (858) 436-8064.
| Very truly yours, |
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| /s/ Gary J.G. Atkinson |
| Gary J.G. Atkinson |
| Interim Chief Executive Officer and Chief Financial Officer |
| Lpath, Inc. |