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                              May 5, 2020

       Maurizio Chiriva Internati, DBSc., Ph.Ds.
       Chief Executive Officer
       Kiromic Biopharma, Inc.
       7707 Fannin, Suite 140
       Houston, TX 77054

                                                        Re: Kiromic Biopharma,
Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted April 8,
2019
                                                            CIK No. 0001792581

       Dear Dr. Internati:

             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.

       Amended Draft Registration Statement on Form S-1 submitted April 8, 2020

       Use of Proceeds, page 52

   1.                                                   We note your revisions
in response to comment 9 that a portion of the proceeds will be
                                                        used to initiate the
Phase 1/2 clinical trials for the ALEXIS AIDT-1 product candidate.
                                                        Please disclose how far
in the Phase 1/2 trials you expect the portion of the offering
                                                        proceeds allocated to
this use will enable you to reach.
       License Agreements
       Mercer University, page 89

   2.                                                   We note your revisions
in response to prior comment 8. Please expand to disclose the
                                                        royalty rate or a range
that does not exceed 10 points. Also disclose when the last-to-
 Maurizio Chiriva Internati, DBSc., Ph.Ds.
Kiromic Biopharma, Inc.
May 5, 2020
Page 2
       expire patent is currently scheduled to expire. Provide similar
disclosure for the CGA 369
       agreement.
Description of Securities, page 120

3.     We note that your forum selection provision in the certificate of
incorporation filed as
       Exhibit 3.1 identifies the Court of Chancery as the exclusive forum for
certain litigation,
       including any "derivative action," except for claims for which the Court
of Chancery does
       not have subject matter jurisdiction. Please describe this provision in
your
       prospectus. Also disclose whether this provision applies to actions
arising under the
       Securities Act or Exchange Act. If so, please also state that there is
uncertainty as to
       whether a court would enforce such provision. If the provision applies
to Securities Act
       claims, please also state that investors cannot waive compliance with
the federal securities
       laws and the rules and regulations thereunder. In that regard, we note
that 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 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.
Consolidated Financial Statements
Note 12. Subsequent Events, page F-28

4.     Please revise to provide additional disclosure about how you are
accounting for the joint
       venture with Molipharma under ASC 323 and ASC 810. In that regard, we
see
       that financial support appears to be split between you and Molipharma.
       You may contact Kristin Lochhead at 202-551-3664 or Al Pavot at
202-551-3738 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Paul Fischer at 202-551-3415 or Mary Beth Breslin at 202-551-3625 with
any other
questions.



                                                        Sincerely,
FirstName LastNameMaurizio Chiriva Internati, DBSc., Ph.Ds.
                                                        Division of Corporation
Finance
Comapany NameKiromic Biopharma, Inc.
                                                        Office of Life Sciences
May 5, 2020 Page 2
cc:       Justin Anslow
FirstName LastName