SecProbe.io

June 11, 2018
Amro Albanna
Chief Executive OfficerADiTx Therapeutics, Inc.11161 Anderson St., Suite 105-10014Loma Linda, CA 92354
Re: ADiTx Therapeutics, Inc.
Amendment No. 1 to Offering Statement on Form 1-AFiled on May 25, 2018File No. 024-10825
Dear Mr. Albanna:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so wemay 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 andcircumstances or do not believe an amendment is appropriate, please tell us why in yourresponse.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we noteotherwise, our references to prior comments are to comments in our April 26, 2018 letter.
Amendment No. 1 to Offering Statement on Form 1-A
General
1. We note that Article 9 of your Amended and Restated Certificate of Incorporation
includes an exclusive forum provision. Please include disclosure in your offeringstatement, under "Securities Being Offered," at page 46, about the provision, its scope, itsenforceability and its potential impact on the rights of investors. Please also include a riskfactor to discuss the effects of the provision, including the possibility that the exclusiveforum provision may discourage stockholder lawsuits, or limit stockholders’ ability tobring a claim in a judicial forum that it finds favorable for disputes with the company andDIVISION OF
CORPORATION FINANCE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON , D.C. 20549

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc. June 11, 2018 Page 2
 FirstName LastNameAmro Albanna
ADiTx Therapeutics, Inc.June 11, 2018Page 2
its officers and directors.
2. We note your disclosure throughout the offering statement that the minimum offering
amount is "$6,000,000 of Units, or such greater amount of Units required for approval of[your] securities to commence trading on the NASDAQ Capital Market."  Please revisethroughout to remove references to the greater amount that may be required to receiveNasdaq approval and set a specific numeric amount for the minimum offering, or advise. Also, please advise how you plan to comply with Rules 10b-9 and 15c2-4 if you do notinclude a specific minimum offering amount.
3. Please refer to Exhibit 12.1.  Please remove the first sentence in the last paragraph on page
1 of the opinion, as it appears to be an assumption regarding whether the shares are legallyissued, or advise.
Cover Page
4. We note your disclosure that "[t]he minimum investment is $600 (100 Units), however the
Company reserves the right to accept investments for less than $600" and your referenceto the Securities Being Offered section on page 46.  We also note that there is noadditional information about this minimum investment on page 46 or in any other sectionof the offering statement.  Please revise to explain what criteria, if any, you will use todetermine whether to accept investments in the amount of less than $600.
Exhibits
5. Please file the executed copy of the Escrow Deposit Agreement,Exhibit 6.4, prior to
qualification.
6. Please have counsel revise Exhibit 12.1 to also address the legality of the warrants and
units.  Refer to Section II.B.1.h of Staff Legal Bulletin No. 19, available on ourwebsite www.sec.gov .
7. We note the test the waters materials filed as exhibit 13.1.  We also note that those
materials indicate that a comprehensive list of the patent portfolio is available uponrequest.  Please advise if, or how, that list differs from exhibit A, Patent Rights, in Exhibit6.1, Patent and Technology License Agreement.  If that is not the same information as youare requesting confidential treatment for, please provide us with the materials that youindicate are available upon request, as referenced in the test the waters materials.  Also,please advise if the materials available upon request have been requested, and alreadygiven to potential investors.

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc. June 11, 2018 Page 3
 FirstName LastNameAmro Albanna
ADiTx Therapeutics, Inc.June 11, 2018Page 3
            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 anyotherquestions.
Division of Corporation Finance
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cc:       Richard Friedman