SecProbe.io

April 26, 2018
Amro Albanna
Chief Executive Officer
ADiTx Therapeutics, Inc.
11161 Anderson St., Suite 105-10014
Loma Linda, CA 92354
Re:ADiTx Therapeutics, Inc.
Offering Statement on Form 1-A
Filed on March 30, 2018
File No. 024-10825
Dear Mr. Albanna:
            We have reviewed your offering 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A
General
1.Please fill in the blanks in the document with your next amendment.
2.Please disclose whether the underwriter, any affiliate of the issuer, or any other party in
the marketing of the securities reserves the right to purchase securities in the primary
offering in order to meet the minimum purchase requirements.  If so, please also disclose
the amount of securities that may be purchased and include an appropriate risk factor.
3.We note your disclosure on page F-11 that you are a party to a consulting agreement for
project management services.  If this agreement is material to you, please describe its
material terms and file it as an exhibit to your registration statement or advise.

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc.
 June 16, 2017 Page 2
 FirstName LastNameAmro Albanna
ADiTx Therapeutics, Inc.
April 26, 2018
Page 2
4.Please include information required by Item 510 of Regulation S-K.
Risk Factors
Our technology is subject to a license from LLU, page 12
5.We note your disclosure that the next Milestone Deadline is the requirement to complete a
financing round by July 31, 2018.  Please clarity what constitutes a financing round under
the agreement and address if there is a risk you may not be able to meet that milestone
deadline.
Use of Proceeds, page 26
6.Please disclose the interest rate and maturity of the existing debt you plan to repay with
the proceeds from this offering.   Refer to Instruction 4 to Item 504 of Regulation S-K.  In
addition, please disclose the amount of the licensing fee you plan to pay to Loma Linda
University, as described on the cover page of the offering statement.
Our Business, page 31
7.Please include a detailed plan of operations for the next twelve months.  In the discussion
of each of your planned activities, include specific information regarding each material
event or step required to pursue each of your planned activities, including any
contingencies such as raising additional funds, and the timelines and associated costs
accompanying each proposed step in your business plan.
8.Please clarify in this section, if true, that you have not yet submitted an application for any
products to the FDA.
9.Please disclose the number of your employees.  Refer to Item 101(h)(4)(xii) of Regulation
S-K.
License Agreement with Loma Linda University, page 35
10.Please clarify what is meant by you will owe "low single-digit royalty payments on any
Licensed Products."  Please explain for example, if the royalty payments will be per unit
sold, or otherwise.  Please also quantify to the extent practicable or advise.
Directors, Executive Officers & Corporate Governance
Executive Officers, Directors and Significant Employees, page 39
11.Please discuss the specific experience, qualifications, attributes or skills of each director
that led to the conclusion that the person should serve as a director.  Refer to Item 401(e)
of Regulation S-K.
Escrow Agent and Deposit of Offering Proceeds, page 49
12.Please file the Escrow Agreement as an exhibit.

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc.
 June 16, 2017 Page 3
 FirstName LastName
Amro Albanna
ADiTx Therapeutics, Inc.
April 26, 2018
Page 3
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Abe Friedman at )202) 551-8298 or Jean Yu at (202) 551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tonya K. Aldave at (202) 551-3601 or Susan Block at (202) 551-3210 with any other
questions.
Division of Corporation Finance
Office of Transportation and Leisure
cc: Richard Friedman