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United States securities and exchange commission logo
March 15, 2023
Jordan Plews, Ph. D.
Chief Executive Officer
Elevai Labs Inc.
120 Newport Center Drive, Ste. 250
Newport Beach, CA 92660
Re:Elevai Labs Inc.
Draft Registration Statement on Form S-1
Submitted February 14, 2023
CIK No. 0001840563
Dear Jordan Plews:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 Submitted February 14, 2023
Forward-Looking Statements, page ii
1.We note that Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 do not apply to initial public offerings.  Accordingly, please revise
to remove your reference to these provisions.
Current Products and Products in Development, page 2
2.With reference to your disclosure at the bottom of page 92, please revise to balance the
Summary disclosure by explaining that commercialization began in 2022.

 FirstName LastNameJordan Plews, Ph. D.
 Comapany NameElevai Labs Inc.
 March 15, 2023 Page 2
 FirstName LastName
Jordan Plews, Ph. D.
Elevai Labs Inc.
March 15, 2023
Page 2
3.We note your disclosure that you identify your manufacturing process as “Precision
Regenerative Exosome Technology™.”  Accordingly, please revise to highlight the
disclosure on page 89 that your products are not regenerative medicines that are intended
to treat any disease or condition.
Market, Industry and Other Research-Based Data, page 2
4.Please revise the first paragraph under the heading and in the Competition disclosure on
page 3 to clarify how the two sales channels differ.
The Company, page 2
5.Please define scientific or technical terms at first use in the Summary. For example only,
please briefly explain the terms “exosome”; “hUMSC”; "hyperpigmentation" and
"Conditioned Media."
6.Please clarify the basis on which your products are “preeminent.”
Our Next Generation Technology and Early Results, page 3
7.We refer to the last sentence in this section.  Please revise to explain, if true, that you
would need to conduct clinical trials and receive FDA approval for a drug product that
treats chronic skin conditions. With reference to the disclosure on page 33, also disclose
that there are no FDA approved medical products utilizing exosomes.
Our Product Quality..., page 3
8.Explain the term “favorable pricing” to clarify your strategy and position in the
marketplace.
Established Partnerships..., page 4
9.Please reconcile your disclosure on page 4 that you have entered international markets
with your disclosure on page 8 which indicates that your current sales and distribution are
limited to the United States.
Out Products Ease of Use..., page 4
10.We note product performance claims in this section and elsewhere in the Summary.  To
the extent that you highlight product performance, please revise to provide context and
balance by also highlighting the following:
•The success of results are highly subjective (page 30).
•You have yet to complete clinical testing to demonstrate support for any performance
claims;
•Statements regarding our topical cosmetic and exosome-containing serums have not
been reviewed or approved by the FDA (page 65).
Also, tell us the basis for your statements that your products are “science backed.”

 FirstName LastNameJordan Plews, Ph. D.
 Comapany NameElevai Labs Inc.
 March 15, 2023 Page 3
 FirstName LastNameJordan Plews, Ph. D.
Elevai Labs Inc.
March 15, 2023
Page 3
Our Well Recognized and Award-winning Team, page 5
11.Your disclosure in the section is two-pages in length and is identical to similarly titled
disclosure within your Business section.  Please revise to summarize or remove the
section from the Summary.
Channel Expansion..., page 7
12.We note your disclosure indicating that you intend to expand your production. We further
note your disclosure on page 85 indicating the sufficiency of your existing facilities for
the next 12 months.  Accordingly, please revise to disclose here or elsewhere, as
appropriate, the planned timing for expansion and, if applicable, whether you will require
material funding in the near term to pay for any such work.
13.Please revise to explain the term “white label.”
Our Technology and Research, page 7
14.We note your disclosure that the exosomes in your products have the ability to enhance
the appearance of many skin types.  Please revise to clarify which skin types can be
enhanced and/or which skin types cannot be enhanced by your products.
Summary Risk Factors, page 10
15.We note that your summary risk factors are five pages in length.  Please limit your
summary risk factors to no more than two pages that summarize the principal factors that
make an investment in the registrant or offering speculative or risky.  Refer
to Item 105(b) of Regulation S-K for guidance.
Our brand and reputation may be diminished due to real or perceived quality, safety, efficacy or
environmental impact issues..., page 25
16.We note your disclosures here, on page 30 and elsewhere in the prospectus discussing the
“efficacy” and “effectiveness” of your products. We note that these are terms of art with
specialized meaning in the context of FDA’s regulation of drugs and biologics.
Accordingly, please revise your disclosures to ensure that you provide sufficient context
when using these terms so that it is clear whether you are referring to the aesthetic results
of your cosmetic products or instead to claims involving the treatment of medical
conditions.  Similarly, provide context so that it is clear whether the “clinical” work you
reference throughout the prospectus relates to efforts to build evidence that your cosmetic
products demonstrate aesthetic improvement or instead relates to your efforts to develop
drug/biologic products.
Business
Corporate History and Structure, page 60
17.Please revise to discuss briefly the material terms of the asset purchase agreement entered

 FirstName LastNameJordan Plews, Ph. D.
 Comapany NameElevai Labs Inc.
 March 15, 2023 Page 4
 FirstName LastNameJordan Plews, Ph. D.
Elevai Labs Inc.
March 15, 2023
Page 4
with Reactive Medical Labs in June of 2021.  Please also file this agreement as an exhibit
to your registration statement.
Research and Development, page 75
18.We note your statement on page 76 that you have also "developed" applications of your
products for use in hair.  Disclosure on page 3, and elsewhere, indicates this indication is
still currently being developed.  Please reconcile your disclosure or advise.
19.Please revise the last paragraph on page 76 to clarify whether the case study is complete.
Also, revise your disclosure in this section concerning development status to reflect your
disclosure on page 69 which indicates that your clinical development of Efinity 2.0 is
currently on hold.
Manufacturing, page 78
20.Your disclosure at the top of page 80 indicates that you use multiple suppliers to source
high quality hUMSCs. Please reconcile this disclosure with your disclosure on page 36
that you rely on a single supplier. Also, explain the basis for your disclosures on pages 65
and 80 concerning the quality/superiority of the hUMSCs you procure.  Also reconcile
your disclosure on page 80 that you use multiple cords with your  disclosure on page 2
that your proprietary process yields exosome lots from a single hUMSC supply.
Intellectual Property
Patents, page 83
21.Please disclose the type of patent protection, ownership status and applicable expiration
dates for each material patent or patent application discussed in this section.  Please also
discuss what a provisional patent application is and what rights flow from this type of
application.
Management
Our Executive Officers and Directors, page 98
22.For each director, please briefly discuss the specific experience, qualifications, attributes
or skills that led to the conclusion that the person should serve as a director.  Refer
to Item 401(e)(1) of Regulation S-K for guidance.
Preferred Stock, page 114
23.With reference to your risk factor disclosure on page 48, please revise to discuss the
enhanced voting rights held by one of more series of the preferred stock.
Financial Statements, page F-1
24.Please update the financial information included in your filing in accordance with Rule 8-
08 of Regulation S-X.

 FirstName LastNameJordan Plews, Ph. D.
 Comapany NameElevai Labs Inc.
 March 15, 2023 Page 5
 FirstName LastName
Jordan Plews, Ph. D.
Elevai Labs Inc.
March 15, 2023
Page 5
Consolidated Statements of Income and Comprehensive Loss, page F-5
25.Please revise future filings to remove the stock-based compensation line item from the
face of your statements of operations and, instead, reflect the amounts in the appropriate
captions of the statements.  As indicated in SAB Topic 14-F, you may present the related
stock-based compensation expenses in a parenthetical note to the appropriate income
statement line items.  That guidance also indicates that you may present the information in
the notes to the financial statements or within MD&A.
Exhibits
26.In your next amendment, please identity each of the Material Agreements that will be filed
with the registration statement.
General
27.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tim Dockery, Esq.