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August 25, 2023
Joseph J. Sarret
Chief Executive Officer and Director
CohBar, Inc.
1455 Adams Drive, Suite 1308
Menlo Park, CA 94025
Re:CohBar, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed August 10, 2023
File No. 333-273101
Dear Joseph J. Sarret:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 3, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed August 10, 2023
What are the material U.S. federal income tax consequences of the Merger to holders of CohBar
capital stock?, page 8
1.We note your revised disclosure in response to prior comment 2. Please revise to remove
the "generally" language from the Q&A or briefly identity the factors that could lead to
the transaction being taxable to the CohBar shareholders.

The bylaws of the combined company will provide that..., page 96
2.We note that your revisions on page 96 describing the Delaware Forum Provision state
that the combined company reserves the right to assert that the Court of Chancery of the

 FirstName LastNameJoseph J. Sarret
 Comapany NameCohBar, Inc.
 August 25, 2023 Page 2
 FirstName LastName
Joseph J. Sarret
CohBar, Inc.
August 25, 2023
Page 2
State of Delaware will be the exclusive forum for certain litigation, including any
derivative action and claims arising under the Exchange Act.  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. Further, we note that this disclosure on page 96 appears to conflict with the
last sentence of the paragraph captioned "Choice of forum" on page 97.  Please revise or
advise.
Background of the Merger, page 107
3.With reference to prior comment 11, we note that your revised disclosure indicates that in
April 2023 K&V Investment One decided that it would only pay $2.00 per share instead
of $4.00 per share.  Please further revise to disclose the Investor's stated reason(s), if any,
for renegotiating the price down to the $2.00 level.
Opinion of CohBar's Financial Advisor, page 125
4.We note your revised disclosures and your response to prior comment 18.  Please revise to
clarify whether, and if so how, Ladenburg conducted an assessment of the $25 million
valuation for CohBar.  To the extent that Ladenburg did not assess this valuation, then
please revise the Q&A and other disclosures concerning the fairness opinion to explain
that Ladenburg did not conduct an assessment of the CohBar valuation in the course of
rendering its opinion that the Exchange Ratio was fair to the CohBar holders.  Also, revise
the Form S-4 to present the precedent transaction analysis that is now referenced on page
118.

Analysis of Selected Publicly Traded Companies, page 129
5.We note your revisions in response to prior comment 20 indicate that “considerations and
judgments” concerning companies to which Morphogenesis was compared "include the
exclusion of select comparable companies." In this regard, we note that preceding
disclosure in the same paragraph indicating that Ladenburg did not exercise any judgment
or exclusionary practices to add or remove companies meeting the stated parameters
appears to conflict.  Please revise or advise.  Additionally, please revise your disclosure to
disclose the excluded companies and/or transactions, and explain why each company or
transaction was excluded.
Material U.S. Federal Income Tax Consequences of the Merger, page 138
6.We note your response to prior comment 24.  Please revise the disclosure on page 139 to
explain, if true, that counsel to Morphogenesis and the Company have concluded that
there is not significant doubt that the Merger qualifies as a “reorganization."

 FirstName LastNameJoseph J. Sarret
 Comapany NameCohBar, Inc.
 August 25, 2023 Page 3
 FirstName LastName
Joseph J. Sarret
CohBar, Inc.
August 25, 2023
Page 3
Morphogenesis Pipeline, page 219
7.With respect to the pipeline tables on pages 219 and 228, we reissue prior comment 28
with respect to IFx-3.0.  The basis for the statement that the company expects IND-
enabling studies for this candidate to be concluded in late 2024 is unclear.  Please revise
this column to be consistent with disclosure on page 220 stating that Morphogenesis plans
on identifying a lead candidate for IFx-3.0 late in 2023 and beginning IND-
enabling studies in early 2024.
            You may contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Branden Berns