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United States securities and exchange commission logo





                             August 23, 2021

       Randy Milby
       Chief Executive Officer
       Hillstream BioPharma Inc.
       1200 Route 22 East, Suite 2000
       Bridgwater, NJ 08807

                                                        Re: Hillstream
BioPharma Inc.
                                                            Amendment No. 2 to
Draft Registration Statement
                                                            Submitted August 4,
2021
                                                            File No. 377-04884

       Dear Mr. Milby:

             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.

       Amendment No. 2 to Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   We reissue comment 2.
Revise to clarify if you will proceed with the offering if the stock
                                                        is not approved for
listing on The Nasdaq Capital Market.
       Gatefold, page i

   2.                                                   We reissue comment 3 as
the graphic has not changed in the ways indicated in your
                                                        response to the
comment.
 Randy Milby
FirstName
Hillstream LastNameRandy
           BioPharma Inc. Milby
Comapany
August  23, NameHillstream
            2021           BioPharma Inc.
August
Page  2 23, 2021 Page 2
FirstName LastName
Industry and Market Data, page 48

3.       We reissue comment 14. Revise to clarify that you are responsible for
the disclosure in
         your document.
Business, page 60

4.       We reissue comment 19 to the extent the graphic on page 69 remains
illegible.
Intellectual Property, page 80

5.       Refer to comment 21. Clarify to which of your products each patent
family relates.
Certain Relationships and Related Person Transactions, page 95

6.       You state that on December 22, 2020, you issued Leonard Mazur a
subordinated
         convertible promissory note in the principal amount of $300,000. We
note from page 86
         that Mr. Mazur has served on the Board since July 2021. Please revise
to disclose the
         nature of any prior relationship you had with him and/or the basis for
issuing him a
         convertible promissory note approximately seven months prior to his
Board appointment.
         Please address where this amount is reflected in the financial
statements as of December
         31, 2020. We note from page F-34 that the subordinated convertible
promissory notes to
         date have been issued "principally all to the Chief Executive Officer
and founder".
       You may contact Jenn Do at 202-551-3743 or Daniel Gordon at 202-551-3486
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at 202-551-6902 or Chris Edwards at 202-551-6761 with any
other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Life
Sciences
cc:      Jeffrey Fessler, Esq.
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