February 20, 2020

Panna Sharma
Chief Executive Officer
Lantern Pharma Inc.
1920 McKinney Avenue, 7th Floor
Dallas, Texas 75201

       Re: Lantern Pharma Inc.
           Draft Registration Statement on Form S-1
           Submitted January 24, 2020
           CIK No. 0001763950

Dear Mr. Sharma:

       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.

Draft Registration Statement on Form S-1 submitted January 24, 2020

Cover Page

1.     Reference is made to the "80%+ Blinded Prediction Success" claim in the
center of your
       graphic under "RADRTM Data Architecture." The claim being made here is
not clear and
       the footnote in reference to this claim is not legible. To the extent
that this claim relates
       to the LP-184 biomarker study on page 96, please ensure that the
footnote clearly states
       that this claim is based solely on your analysis of the dataset on
preclinical LP-184
       sensitivity and include a reference to the disclosure on page 96.
2.     We note the inclusion of LP-100 under "Our Portfolio" at the bottom of
your graphic.
       Please explain why you believe it is appropriate to present LP-100 as
part of your
       portfolio given that Oncology Venture will be solely responsible for the
development of
 Panna Sharma
FirstName LastNamePanna Sharma
Lantern Pharma Inc.
Comapany NameLantern Pharma Inc.
February 20, 2020
Page 2
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FirstName LastName
         LP-100, including development of a plan for a clinical trial program;
has the right to
         assign all or part of the agreement to a third party; and the
limitation of your financial
         interest to a right to milestones and royalties.
3.       Reference is made to "LP-300" under "Our Portfolio" at the bottom of
the graphic. Please
         revise to make clear that you have not initiated clinical trials for
LP-300 and the status of
         LP-300 depicted in the pipeline table is from a clinical program
conducted by another
         biotechnology company that failed to successfully develop LP-300. In
addition, given
         that your business model involves patient stratification, please
indicate the subset of
         patients with adenocarcinoma you intend to study.
Prospectus Summary
Company Overview, page 1

4.       We note your use of "rescuing" throughout the registration statement.
The use of this
         term implies that the use of your proprietary technology on data from
previous trials
         performed by other parties has resolved issues relating to safety
and/or efficacy and will
         ultimately lead to the approval of your product candidates. You may
disclose that
         administration of a product candidate was well tolerated or resulted
in no serious adverse
         events and provide a discussion of prior trial results. However, it is
not appropriate to
         imply that the use of your proprietary technology on data from
previous trials performed
         by other parties has resolved issues relating to safety and/or
efficacy and will ultimately
         lead to the approval of your product candidates. Please review the
registration statement
         to eliminate the use of the term "rescuing." If you choose to say that
the product
         candidates were well tolerated in previous clinical trials or that
there were no serious
         adverse events or discuss prior clinical results, please clarify that
prior results are not
         necessarily predictive of the outcome of future trials.
5.       We note your statements here and elsewhere regarding the efficacy of
your product
         candidates, including claims of increased efficacy and claims that
LP-300 demonstrated
         efficacy in non-smoking females and that LP-100 showed efficacy when
administered in
         combination with certain chemotherapies on page 108. Please remove all
statements
         suggesting that your product candidates are effective. Safety and
efficacy determinations
         are solely within authority of the FDA or other regulatory agencies.
As your product
         candidates have not received approval, it is premature to state or
suggest that they are
         effective.
Risk Factors
If we are required by the FDA to obtain approval of a companion diagnostic...,
page 24

6.       Please revise to clarify why this risk factor is applicable to your
operations. To the extent
         that any of your product candidates may require approval of a
companion diagnostic
         device, please expand your disclosure generally and, as applicable,
for each product
         candidate to disclose whether approval of a companion diagnostic may
be required for
         approval and subsequent commercialization of your therapeutic
products.
 Panna Sharma
FirstName LastNamePanna Sharma
Lantern Pharma Inc.
Comapany NameLantern Pharma Inc.
February 20, 2020
Page 3
February 20, 2020 Page 3
FirstName LastName
We have obtained statistical data, market data and other industry data..., page
41

7.       You state on page 41 that investors should not place undue reliance on
certain data
         included in the prospectus. Additionally, you state on page 56 that
you have not
         independently verified data from third parties. This risk factor and
the Market and
         Industry Data section appears to disclaim your responsibility for the
information in the
         registration statement. Please revise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components of Our Results of Operations
Research and Development Expense, page 63

8.       Please disclose the costs incurred during each period presented for
each of your key
         research and development projects. If you do not track your research
and development
         costs by project, please disclose that fact and explain why you do not
maintain and
         evaluate research and development costs by project. Provide other
quantitative or
         qualitative disclosure that provides more transparency as to the type
of research and
         development expenses incurred (i.e. by nature or type of expense)
which should reconcile
         to total research and development expense on the Statements of
Operations.
Business
Our Drug Candidate Pipeline, page 72

9.       Please shorten the arrows in your pipeline table to more precisely
indicate the
         development status of each product candidate. As one example, we note
that you are
         planning to conduct several additional preclinical studies prior to
submitting an IND and
         initiating a Phase I trial for LP-184 in 2022, yet the arrow indicates
that you have
         completed preclinical studies.
LP-300, page 79

10.      Please delete reference to your product candidate as "first-in-class"
as the term implies an
         expectation of regulatory approval. If your use of this term was
intended to convey your
         belief that the products are based on a novel technology or approach,
you may discuss
         how your technology differs from technology used by competitors and
that you are not
         aware of competing products that are further along in the development
process.
         Statements such as these should be accompanied by cautionary language
that the
         statements are not intended to give any indication that the product
candidates have been
         proven effective or that they will receive regulatory approval.
Phase II and III LP-300 Adverse Events Summary, page 87

11.      Please expand your disclosure to discuss whether any serious adverse
events were
         determined to be treatment-related. Please quantify and describe the
treatment-related
         serious adverse events.
 Panna Sharma
FirstName LastNamePanna Sharma
Lantern Pharma Inc.
Comapany NameLantern Pharma Inc.
February 20, 2020
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FirstName LastName
Acquisition of Tavocept  (LP-300) Rights from BioNumerik, page 93

12.      Please expand your disclosure regarding the Assignment Agreement with
BioNumerik to
         include the royalty term.
AF Chemicals, page 108

13.      Please expand your discussion regarding your license agreement with AF
Chemicals, LLC
         and your drug license and development agreement with Oncology Venture
A/S on page
         109 to disclose the termination provisions. Please also revise your
discussion of the
         license agreement with AF Chemicals, LLC to provide the aggregate
milestone payments
         for LP-184 and royalty term.
Patent Portfolio, page 113

14.      As to your material patents and patent applications, please revise to
disclose the
         corresponding expiration dates (or expected expiration dates).
15.      On page 115, you state that you are aware of prior art that may
invalidate certain claims of
         one of your U.S. patents covering LP-100, LP-184, LP-300 or its
applications. Please
         revise to disclose the specific product candidate(s) for which the
patent may be subject to
         invalidation. Please also revise your risk factor disclosure, as
applicable.
Certain Relationships and Related Party Transactions
Acquisition of Tavocept  (LP-300) Rights from BioNumerik, page 147

16.      Please provide the approximate dollar value of the amount of Mr.
Margrave's interest in
         the Assignment Agreement. Please see Item 404(a)(4) of Regulation S-K.
Exhibits

17.      We note that your forum selection provision in your By-Laws filed as
Exhibit 3.1(iv) to
         the registration statement identifies the Court of Chancery of the
State of Delaware (or, if
         the Court of Chancery does not have jurisdiction, the federal district
court for the District
         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. 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. In addition, please provide related risk
factor disclosure
         describing the exclusive forum provision and its impact on
shareholders, including that
         shareholders may be subject to increased costs to bring a claim, and
that the provision
 Panna Sharma
Lantern Pharma Inc.
February 20, 2020
Page 5
      could discourage claims or limit investors' ability to bring a claim in a
judicial forum that
      they find favorable.
18.   Please re-file Exhibit 10.7 in the proper searchable format. See Rules
301 and 304 of
      Regulation S-T.
General

19.   Please supplementally 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 Sasha Parikh at 202-551-3627 or Vanessa Robertson at
202-551-3649 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Irene Paik at 202-551-6553 or Jeffrey Gabor at 202-551-2544 with any
other questions.



                                                             Sincerely,
FirstName LastNamePanna Sharma
                                                             Division of
Corporation Finance
Comapany NameLantern Pharma Inc.
                                                             Office of Life
Sciences
February 20, 2020 Page 5
cc:       Scott E. Bartel, Esq.
FirstName LastName