December 4, 2018

Tsontcho Ianchulev
Chief Executive Officer
Eyenovia, Inc.
295 Madison Avenue, Suite 2400
New York, NY 10017

       Re: Eyenovia, Inc.
           Draft Registration Statement on Form S-1
           Filed November 21, 2018
           File No. 377-02385

Dear Dr. Ianchulev:

       We have conducted a limited review of your draft registration statement.
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 any requested information
and by publicly
filing your registration statement and non-public draft submission 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
filed registration statement, we may have additional comments.

Draft Registration Statement on Form S-1

Cover Page

1.     Please revise your prospectus to disclose the number of shares of common
stock being
       offered. For guidance, please refer to Rule 430A and Compliance and
Disclosure
       Interpretations, Securities Act Rules, Question 227.02.
Description of Securities, page 19

2.     We note that your certificate of incorporation provides that the Court
of Chancery of the
       State of Delaware will be the sole and exclusive forum for any
derivative action or
       proceeding brought on your behalf. Please revise this section to include
disclosure
       regarding this provision. Your disclosure should include a discussion
regarding whether
       your exclusive forum provision applies to actions arising under the
federal securities
 Tsontcho Ianchulev
Eyenovia, Inc.
December 4, 2018
Page 2
       laws. In this 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.
        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.

        We also remind you that your registration statement must be on file no
later than 48 hours
prior to the requested effective date and time. 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 Dorrie Yale at 202-551-8776 or Irene Paik at 202-551-6553
with
any questions.



                                                               Sincerely,
FirstName LastNameTsontcho Ianchulev
                                                               Division of
Corporation Finance
Comapany NameEyenovia, Inc.
                                                               Office of
Healthcare & Insurance
December 4, 2018 Page 2
cc:       S. Halle Vakani
FirstName LastName