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 Aditxt, Inc.

 2569 Wyandotte Street, Suite 101

 Mountainview, CA 94043

 (650) 870-1200

 June 27, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jessica Dickerson

 Re: Aditxt, Inc.

 Registration
Statement on Form S-1

 Filed
June 20, 2025

 File
No. 333-288211

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), Aditxt, Inc. (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:30 p.m., Eastern Time, on Monday, June 30, 2025, or as soon thereafter as possible.

 Please notify Sean F. Reid of
Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

 Very
truly yours,

 ADITXT, INC.

 By:
 /s/ Amro Albanna

 Name:
 Amro Albanna

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 27, 2025

Amro Albanna
Chief Executive Officer
Aditxt, Inc.
2569 Wyandotte Street, Suite 101
Mountain View, CA 94043

 Re: Aditxt, Inc.
 Registration Statement on Form S-1
 Filed June 20, 2025
 File No. 333-288211
Dear Amro Albanna:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Richard A. Friedman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Aditxt, Inc.

2569 Wyandotte Street, Suite 101

Mountain View, CA 94043

(650) 870-1200

September 12, 2024

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tim Buchmiller

    Re:
    Aditxt, Inc.

    Registration Statement on Form S-3

    Filed September 6, 2024

    As Amended by Amendment No. 1 to Form S-3 on Form S-1 on September 11, 2024

    File No. 333-281988

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Aditxt, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 p.m., Eastern Time, on Friday, September 13, 2024, or as soon thereafter as possible.

Please notify Sean F. Reid
of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

    Very
truly yours,

    ADITXT, INC.

    By:
    /s/ Amro Albanna

    Name:
    Amro Albanna

    Title:
    Chief Executive Officer

September 9, 2024
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
2569 Wyandotte Street
Suite 101
Mountain View, CA 94043
Re:Aditxt, Inc.
Registration Statement on Form S-3
Filed September 6, 2024
File No. 333-281988
Dear Amro Albanna:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Richard A. Friedman, Esq.

CORRESP
1
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Aditxt,
Inc.

2569
Wyandotte Street, Suite 101

Mountain
View, CA 94043

(650)
870-1200

August
2, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jason Drory

 Re: Aditxt,
Inc.

Registration
Statement on Form S-3

Filed
July 11, 2024

File
No. 333-280757

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Aditxt,
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:00 p.m., Eastern Time, on Tuesday, August 6, 2024, or as soon thereafter as possible.

Please
notify Sean F. Reid of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Very
    truly yours,

    ADITXT,
    INC.

    By:
    /s/
    Amro Albanna

    Name:
    Amro
    Albanna

    Title:
    Chief
    Executive Officer

July 16, 2024
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
2569 Wyandotte Street, Suite 101
Mountain View, CA 94043
Re:Aditxt, Inc.
Registration Statement on Form S-3
Filed July 11, 2024
File No. 333-280757
Dear Amro Albanna:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

July 10, 2024
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed May 29, 2024
File No. 001-39336
Dear Amro Albanna:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Sean Reid, Esq.

CORRESP
1
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  Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112-0015

212.653.8700 main

212.653.8701 fax

www.sheppardmullin.com

June 28, 2024

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

  Attn:
  Daniel Crawford

 Re: Aditxt, Inc.

Preliminary Proxy Statement on Schedule 14A

Response dated June 21, 2024

File No. 001-39336

Dear Mr. Crawford:

This letter sets forth the
response of Aditxt, Inc., a Delaware corporation (the “Company”), to the comment received from the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on June 26, 2024 concerning the Company’s response
to the Staff’s comment letter dated June 18, 2024.

Correspondence Dated June 21, 2024

 1. We note your response to prior comment 1 and reissue as it still appears that the Exchange Agreements were not separate and apart
from the Merger Agreement. We note the Form 8-K filed by Evofem Biosciences, Inc. on December 27, 2023 indicates that “[p]rior to
the Consummation of the Merger Agreement, the Aditxt and the Holders shall enter into an exchange agreement (the ‘Aditxt Exchange Agreement’)
whereby the shares of the Company’s Series F-1 Preferred Stock will be exchanged for Aditxt preferred stock.” Additionally,
we note Section 6.23 of the Merger Agreement included as Exhibit 2.1 in your Form 8-K filed December 12, 2023 references certain Exchange
Agreements to be entered into prior to closing. Please revise your preliminary proxy statement to provide the disclosures required by
Items 11, 13 and 14 of Schedule 14A with respect to those matters, as applicable, pursuant to Note A of Schedule 14A. Alternatively, please
provide us with analysis supporting why such disclosure is not required.

 Response:

In
response to the Staff’s comment, the Company has removed Proposal No. 3 from its revised Preliminary Proxy Statement on Schedule
14A and respectfully submits that it if and when it submits such proposal to its stockholders at a later date, it will include the disclosures
required by Items 11, 13 and 14 of Schedule 14A in such Proxy Statement on Schedule 14A.

If you have any questions
relating to any of the foregoing, please contact Sean F. Reid of Sheppard, Mullin, Richter & Hampton LLP at (212) 896-0610.

    Very truly yours,

    /s/ Sean F. Reid

    Sean F. Reid

    Sheppard, Mullin, Richter & Hampton LLP

    cc: Amro Albanna, CEO

United States securities and exchange commission logo
June 26, 2024
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Preliminary Proxy Statement on Schedule 14A
Response dated June 21, 2024
File No. 001-39336
Dear Amro Albanna:
            We have reviewed your June 21, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our June 18,
2024 letter.

 FirstName LastNameAmro Albanna
 Comapany NameAditxt, Inc.
 June 26, 2024 Page 2
 FirstName LastName
Amro Albanna
Aditxt, Inc.
June 26, 2024
Page 2
Correspondence Dated June 21, 2024
Proposal No. 8: The Authorized Share Increase Proposal, page 1
1.We note your response to prior comment 1 and reissue as it still appears that the Exchange
Agreements were not separate and apart from the Merger Agreement. We note the Form
8-K filed by Evofem Biosciences, Inc. on December 27, 2023 indicates that "[p]rior to the
Consummation of the Merger Agreement, the Aditxt and the Holders shall enter into an
exchange agreement (the 'Aditxt Exchange Agreement') whereby the shares of the
Company’s Series F-1 Preferred Stock will be exchanged for Aditxt preferred stock."
Additionally, we note Section 6.23 of the Merger Agreement included as Exhibit 2.1 in
your Form 8-K filed December 12, 2023 references certain Exchange Agreements to be
entered into prior to closing. Please revise your preliminary proxy statement to provide the
disclosures required by Items 11, 13 and 14 of Schedule 14A with respect to those
matters, as applicable, pursuant to Note A of Schedule 14A. Alternatively, please provide
us with analysis supporting why such disclosure is not required.
            Please contact Daniel Crawford at 202-551-7767 or Jason Drory at 202-551-8342 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean Reid, Esq.

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    Sheppard,
    Mullin, Richter & Hampton LLP

    30
    Rockefeller Plaza

    New
    York, New York 10112-0015

    212.653.8700
    main

    212.653.8701
    fax

    www.sheppardmullin.com

June
21, 2024

U.S.
Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Daniel
                                            Crawford

 Re: Aditxt,
                                            Inc.

                                            Revised Preliminary Proxy Statement on Schedule 14A

                                            Filed June 18, 2024

                                            File No. 001-39336

Dear
Mr. Crawford:

This
letter sets forth the response of Aditxt, Inc., a Delaware corporation (the “Company”), to the comment received from the
Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on June 18, 2024 concerning
the Company’s Revised Preliminary Proxy Statement on Schedule 14A filed with the Commission on June 18, 2024 (the “Revised
Preliminary Proxy Statement”).

Revised
Preliminary Proxy Statement on Schedule 14A

Proposal
No. 8: The Authorized Share Increase Proposal, page 54

 1. We
                                            note your response to prior comment 3 and reissue. Your Form 8-K filed December 26, 2023
                                            indicates that you entered into the Exchange Agreement in connection with the Merger Agreement
                                            making it appear that the Exchange Agreement is not separate and apart from the Merger Agreement.
                                            Please revise your preliminary proxy statement to provide the disclosures required by Items
                                            11, 13 and 14 of Schedule 14A with respect to those matters, as applicable, pursuant to Note
                                            A of Schedule 14A. Alternatively, please provide us with analysis supporting why such disclosure
                                            is not required.

Response:

The
Company respectfully submits that although the Exchange Agreement and Merger Agreement were entered into in December 2023 and certain
security holders of Evofem were parties to the Exchange Agreement, the transaction under the Exchange Agreement closed on December 22,
2023 and is separate and apart from the transactions contemplated under the Merger Agreement, which have yet to close and may never close.
The Company has issued the shares of Series A-1 Convertible Preferred Stock and its obligations under the Exchange Agreement, which include
but are not limited to, obtaining approval of any matters
requiring stockholder approval pursuant to the listing requirements of the Nasdaq Capital Market including, without limitation the issuance
of more than 20% of the outstanding shares of Common Stock, in connection with the transaction, are not in any way contingent upon the
closing of the transactions contemplated under the Merger Agreement. Accordingly, the Company has
amended its Form 8-K filed December 26, 2023 to clarify that the Exchange Agreement was
not entered in connection with the Merger Agreement. In addition, the Company respectfully acknowledges that, if and when the Company
seeks stockholder approval of the transactions contemplated under the Merger Agreement, it will file a separate proxy statement
containing the disclosures required by Items 11, 13 and 14 of Schedule 14A.

If
you have any questions relating to any of the foregoing, please contact Sean F. Reid of Sheppard, Mullin, Richter & Hampton LLP at
(212) 896-0610.

    Very truly
    yours,

    /s/ Sean F. Reid

    Sean F. Reid

    Sheppard, Mullin, Richter
    & Hampton LLP

    cc: Amro Albanna, CEO

United States securities and exchange commission logo
June 18, 2024
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed June 18, 2024
File No. 001-39336
Dear Amro Albanna:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A
General
1.We note your response to prior comment 3 and reissue. Your Form 8-K filed December
26, 2023 indicates that you entered the Exchange Agreement in connection with the
Merger Agreement making it appear that the Exchange Agreement is not separate and
apart from the Merger Agreement. Please revise your preliminary proxy statement to
provide the disclosures required by Items 11, 13 and 14 of Schedule 14A with respect to
those matters, as applicable, pursuant to Note A of Schedule 14A. Alternatively, please
provide us with a more detailed analysis supporting why such disclosure is not required.
            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.
            Please contact Daniel Crawford at 202-551-7767 or Jason Drory at 202-551-8342 with
any other questions.

 FirstName LastNameAmro Albanna
 Comapany NameAditxt, Inc.
 June 18, 2024 Page 2
 FirstName LastName
Amro Albanna
Aditxt, Inc.
June 18, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean Reid, Esq.

CORRESP
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Aditxt, Inc.

2569 Wyandotte Street, Suite 101

Mountainview, CA 94043

(650) 870-1200

June 11, 2024

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tracie Mariner

Re:  Aditxt, Inc.

    Registration Statement on Form S-1

    File No. 333-276588

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Aditxt, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Time, on Thursday, June 13, 2024, or as soon thereafter as possible.

Please notify Sean F. Reid of
Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

    Very
truly yours,

    ADITXT, INC.

    By:
    /s/ Amro Albanna

    Name:
    Amro Albanna

    Title:
    Chief Executive Officer

CORRESP
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  Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112-0015

212.653.8700 main

212.653.8701 fax

www.sheppardmullin.com

June 7, 2024

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn:  Daniel Crawfords

 Re: Aditxt, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed May 29, 2024

File No. 001-39336

Dear Mr. Crawford:

This letter sets forth the
response of Aditxt, Inc., a Delaware corporation (the “Company”), to the comment received from the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on June 6, 2024 concerning the Company’s Preliminary
Proxy Statement on Schedule 14A filed with the Commission on May 29, 2024 (the “Preliminary Proxy Statement”).

Preliminary Proxy Statement

Proposal No. 8: The Authorized Share Increase
Proposal, page 54

 1. Please revise here and throughout your preliminary proxy statement to quantify the proposed increase to
the number of authorized shares of common stock.

Response:

In
response to the Staff’s comment, the Company is filing Amendment No. 1 to its Preliminary Proxy Statement concurrently herewith
which includes the proposed increase to the number of authorized shares of common stock throughout.

Proposal
No. 9: The Reverse Split Proposal, page 56

 2. Please revise here and throughout your preliminary proxy statement to disclose the range of the proposed reverse stock split.

Response:

In
response to the Staff’s comment, the Company is filing Amendment No. 1 to its Preliminary Proxy Statement concurrently herewith
which includes the range of the proposed reverse split.

 General:

 3. We note that Proposal 3 is a solicitation of your stockholders for the issuance of shares of common stock underlying shares of Series
A-1 Convertible Preferred Stock issued pursuant to the Merger Agreement and Exchange Agreement with Evofem Biosciences, Inc. in December
2023. In addition, we note Proposal 6 is a solicitation of your stockholders for the issuance of shares of common stock underlying shares
of Series C-1 Convertible Preferred Stock issued “to fund certain obligations under [your] merger agreement with Evofem Biosciences,
Inc.” in May 2024. Please revise your preliminary proxy statement to provide the disclosures required by Items 11, 13 and 14 of
Schedule 14A with respect to those matters, as applicable, pursuant to Note A of Schedule 14A. Alternatively, please provide us with analysis
supporting why such disclosure is not required.

Response:

Proposal
No. 3 relates to the approval of the proposed issuance of shares of the Company’s common stock upon conversion of the Company’s
issued and outstanding Series A-1 Convertible Preferred Stock. The Series A-1 Convertible Preferred Stock was issued on December 22, 2023
pursuant to the Exchange Agreement by and between the Company and the investors signatory thereto (the “Exchange Agreement”).
The transactions contemplated by the Exchange Agreement and the Company’s obligations in connection therewith are separate and apart
from the Merger Agreement and will survive whether or not the transaction contemplated under the Merger Agreement ultimately closes. Accordingly,
the Company has revised its disclosure in Amendment No. 1 to its Preliminary Proxy Statement to remove the reference to the Merger Agreement
with respect to Proposal No. 3. In addition, the Company has removed Proposal No. 6 from Amendment No. 1 to its Preliminary Proxy Statement.

    2

If you have any questions
relating to any of the foregoing, please contact Sean F. Reid of Sheppard, Mullin, Richter & Hampton LLP at (212) 896-0610.

    Very truly yours,

    /s/ Sean F. Reid

    Sean F. Reid

    Sheppard, Mullin, Richter & Hampton LLP

    cc: Amro Albanna, CEO

3

United States securities and exchange commission logo
June 6, 2024
Amro Albanna
Chief Executive Officer and Chairman of the Board of Directors
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed May 29, 2024
File No. 001-39336
Dear Amro Albanna:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal No. 8: The Authorized Share Increase Proposal, page 54
1.Please revise here and throughout your preliminary proxy statement to quantify the
proposed increase to the number of authorized shares of common stock.
Proposal No. 9: The Reverse Split Proposal, page 56
2.Please revise here and throughout your preliminary proxy statement to disclose the range
of the proposed reverse stock split.
General
3.We note that Proposal 3 is a solicitation of your stockholders for the issuance of shares of
common stock underlying shares of Series A-1 Convertible Preferred Stock issued
pursuant to the Merger Agreement and Exchange Agreement with Evofem Biosciences,
Inc. in December 2023. In addition, we note Proposal 6 is a solicitation of your
stockholders for the issuance of shares of common stock underlying shares of Series C-1

 FirstName LastNameAmro Albanna
 Comapany NameAditxt, Inc.
 June 6, 2024 Page 2
 FirstName LastName
Amro Albanna
Aditxt, Inc.
June 6, 2024
Page 2
Convertible Preferred Stock issued “to fund certain obligations under [your] merger
agreement with Evofem Biosciences, Inc.” in May 2024. Please revise your preliminary
proxy statement to provide the disclosures required by Items 11, 13 and 14 of Schedule
14A with respect to those matters, as applicable, pursuant to Note A of Schedule 14A.
Alternatively, please provide us with analysis supporting why such disclosure is not
required.
            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.
            Please contact Daniel Crawford at 202-551-7767 or Jason Drory at 202-551-8342 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean Reid, Esq.

CORRESP
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 Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112-0015

212.653.8700 main

212.653.8701 fax

www.sheppardmullin.com

June
6, 2024

U.S.
Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn:	Tracie
Mariner

 Re: Aditxt,
                                            Inc.

                                            Amendment No. 3 to Registration Statement on Form S-1

                                            Filed May 14, 2024

                                            File No. 333-276588

Dear
Ms. Mariner:

This
letter sets forth the response of Aditxt, Inc., a Delaware corporation (the “Company”), to the comment received from the
Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on May 20, 2024 concerning
Amendment No. 3 to the Company’s Registration Statement on Form S-1 (File No. 333-276588) filed with the Commission on February
12, 2024 (the “Registration Statement”).

Amendment
No. 3 to Registration Statement on Form S-1

Prospectus
Summary

Recent
Developments

Merger
Agreement with Evofem Biosciences, Inc.

 1. We
                                            note your disclosure that you appear to have purchased equity investments in the amount of
                                            $22,711,211, which corresponds to an investment in Evofem on your balance sheet. Please provide
                                            us your analysis of accounting for this investment under the cost method and how you concluded
                                            that you do not exercise significant influence over Evofem such that financial statements
                                            pursuant to Rule 3-09 of Regulation S-X would be required. In addition, please confirm you
                                            continue to believe the acquisition of Evofem is not probable such that financial statements
                                            and pro forma information are not required under Rule 3-05 and Article 11 of Regulation S-X.

Response:

Under
ASC 321, investments in equity securities are reported at fair value. If an investment does not have a readily determinable fair value,
the security may qualify to use net asset value as a practical expedient to fair value. If an investment does not have a readily determinable
fair value and does not qualify for the net asset value practical expedient, ASC 321010-35-2 provides that an entity, other than those
that apply industry-specific guidance, may elect to measure an equity security at cost minus impairment, plus or minus changes resulting
from observable price changes in orderly transactions for the identical or similar instrument of the same issuer.

In
concluding to account for this transaction under the cost method in accordance with ASC 321, the Company considered the following key
factors:

 ● The
                                            Evofem Series F-1 Preferred Stock meets the requirements of an equity security;

 ● There
                                            is not a readily determinable market value for the Evofem Series F-1 Preferred Stock;

 ● The
                                            original cost basis is based upon the amounts exchanged as provided by the issuer of the
                                            securities and the third-party holders;

 ● The
                                            Company has not identified observable price changes in orderly transactions for the identical
                                            or a similar investment of the same issuer.

Also,
in accordance with ASC 321, the Company plans to reassess at each reporting period whether the equity investment without a readily determinable
fair value qualifies to be measured. In addition, in accordance with ASC 321, the Company will continue to assess the carrying value
of this investment (currently carried at cost). To the extent the investment requires adjustment either because of an impairment, or
a further exchange of additional similar securities the Company will adjust the basis and reflect any gain/loss in the Income Statement.
The Company will also continue to assess for an increase or decrease in the level of ownership of the Company’s equity interests
which may cause the Company to change its method of accounting for securities to or from the guidance in ASC 321. Furthermore, to the
extent that the Company’s increases their position either through further acquisitions of securities, or the conclusion of the
Merger, the Company will further assess treatment under the equity method, or consolidation method of accounting, as required under USGAAP.
The investment will be held at cost and assessed for impairment on a quarterly basis.

The
Company respectfully submits that it did not deem the Evofem merger to be probable at the time of filing of its Form 8-K on December
12, 2023 nor does it presently deem the Evofem merger to be probable. While a definitive agreement merger agreement was entered into
with Evofem on December 11, 2023 (the “Merger Agreement”), there are significant conditions to closing, many of which are
outside of the Company’s control, that need to be satisfied, before the Company would consider closing to be probable. These conditions
include the following:

Conversion
of Evofem Preferred Stock

 ● All
                                            preferred stock of Evofem (other than the Evofem Series E-1 Preferred Stock) is required
                                            to be converted to common stock of Evofem;

 ● The
                                            holders of such preferred stock of Evofem are entitled to certain rights upon a change of
                                            control transaction, including but not limited to a redemption right;

 ● The
                                            Company can provide no assurance that all holders will elect to convert such preferred stock.

    2

Agreement
of Evofem Warrant Holders

 ● Evofem
                                            is required to (i) obtain agreements from all holders of its warrants which provide: (a)
                                            waivers with respect to any fundamental transaction, change in control or other similar rights
                                            that such warrant holder may have under any such Evofem warrants, and (b) an agreement to
                                            such Evofem warrants to exchange such warrants for preferred stock; or (ii) cash out any
                                            warrant holders that have not agreed to the foregoing;

 ● The
                                            Company can provide no assurance that Evofem will be successful in obtaining the agreement
                                            of its warrant holders or that they will have sufficient funds to cash out any remaining
                                            warrant holders;

Waivers
from Evofem Convertible Noteholders

 ● Evofem
                                            shall have obtained waivers from the holders of the convertible notes of Evofem (the “Evofem
                                            Convertible Notes”) with respect to any fundamental transaction rights that such holder
                                            may have under the Evofem Convertible Notes, including any right to vote, consent, or otherwise
                                            approve or veto any of the transactions contemplated under the Merger Agreement;

 ● The
                                            Company can provide no assurance that Evofem will be successful in securing such waivers;

Exchange
of Evofem Convertible Notes and Purchase Rights

 ● the
                                            Company shall have obtained agreements with the holders of certain securities of Evofem,
                                            including Convertible Notes and purchase rights, to exchange such securities with an aggregate
                                            value of approximately $86.1 million, for not more than an aggregate (for all holders of
                                            Evofem Convertible Notes) of 86,153 shares of Company Preferred Stock;

 ● On
                                            December 26, 2023, the Company entered into an exchange agreement with certain of such holders
                                            pursuant to which such holders exchanged Evofem securities with an aggregate stated value
                                            of approximately $22.3 million for 22,280 shares of Company Preferred Stock;

 ● The
                                            Company can provide no assurance that it will be successful in reaching an agreement with
                                            the remaining holders of such securities, with an aggregate stated value of approximately
                                            $63.9 million, for Company Preferred Stock;

    3

Loan
/ Equity Investment in Evofem

 ● Pursuant
                                            to the Merger Agreement, Evofem had a right to terminate the Merger Agreement in the event
                                            that the Company had not made a loan to Evofem of no less than $3 million prior to January
                                            31, 2024 (the “Parent Loan”);

 ● On
                                            January 30, 2024, the Company and Evofem entered into an amendment to the Merger Agreement
                                            to amend (i) the date of the Parent Loan (as defined in the Merger Agreement) to Evofem to
                                            be February 29, 2024, (ii) to change the date by which Evofem may terminate the Merger Agreement
                                            for failure to receive the Parent Loan to be February 29, 2024, and (iii) to change the filing
                                            date for the Joint Proxy Statement (as defined in the Merger Agreement) to April 1, 2024;

 ● On
                                            February 29, 2024, the Company, Adifem f/k/a Adicure and Evofem entered into the Third
                                            Amendment to the Merger Agreement (the “Third Amendment to Merger Agreement”)
                                            in order to, among other things (i) extend the date by which the Company and Evofem will
                                            file the joint proxy statement until April 30, 2024, and (ii) remove the requirement that
                                            the Company make the Parent Loan (as defined in the Merger Agreement) by February 29, 2024
                                            and replace it with the requirement that the Company make an equity investment into Evofem
                                            consisting of (a) a purchase of 2,000 shares of Evofem Series F-1 Preferred Stock for an
                                            aggregate purchase price of $2.0 million on or prior to April 1, 2024, and (b) a purchase
                                            of 1,500 shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $1.5
                                            million on or prior to April 30, 2024.

 ● On
                                            April 26, 2024, the Company received notice from Evofem (the “Termination
                                            Notice”) that Evofem was exercising its right
                                            to terminate the Merger Agreement as a result of the Company’s failure to provide the
                                            Initial Parent Equity Investment (as defined in the Merger Agreement, as amended).

 ● On
                                            May 2, 2024, the Company, Adifem and Evofem entered
                                            into the Reinstatement and Fourth Amendment to the Merger Agreement in order to, among other
                                            things, (i) reinstate the Merger Agreement, as amended by the Fourth Amendment, as
                                            if never terminated; (ii) revise section 6.10 of the
                                            Merger Agreement such that, after the Initial Payment, and upon the closing of each subsequent
                                            capital raise by the Company (each a “Parent Subsequent Capital Raise”), the
                                            Company shall purchase that number of shares of Evofem’s Series F-1 Preferred Stock,
                                            par value $0.0001 per share (the “Series F-1 Preferred Stock”), equal to
                                            forty percent (40%) of the gross proceeds of such Parent Subsequent Capital Raise divided
                                            by 1,000, up to a maximum aggregate amount of $2,500,000 or 2,500 shares of
                                            Series F-1 Preferred Stock. A maximum of$1,500,000 shall be raised prior to June
                                            17, 2024 and $1,000,000 prior to July 1, 2024 (the “Parent Capital Raise”);
                                            and extend the date after which either party may terminate from May 8, 2024 to July
                                            15, 2024;

    4

In
addition to the foregoing, in connection with the Merger Agreement, the Company entered into an assignment agreement with the holders
(the “Holders”) of certain senior secured indebtedness of Evofem, pursuant to which the
Holders assigned the Notes to the Company in consideration for the issuance by the Company of (i) an aggregate principal amount of $5.0
million in secured notes of the Company due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal
amount of $8.0 million in secured notes of the Company due on September 30, 2024 (the “September 2024 Secured Notes”), (iii)
an aggregate principal amount of $5.0 million in ten-year unsecured notes, and (iv) payment of $154,480 in respect of net sales of Phexxi
in respect of the calendar quarter ended September 30, 2023.

The
Company and the Holders have entered into a series of amendments to the January 2024 Secured Notes and the September 2024 Secured Notes,
pursuant to which, among other things, the maturity date of the January 2024 Notes was extended to February 29, 2024 in consideration
of a principal payment in the aggregate amount of $1.25 million on the January 2024 Secured Notes no later than February 9, 2024 (the
“Additional Consideration”) and in increase in the aggregate principal balance of $300,000 on the September 2024 Secured
Notes. The Company failed to make the Additional Consideration Payment by February 9, 2024 and was then in default on the January 2024
Secured Notes and the September 2024 Secured Notes. On February 26, 2024, the Company and the Holders entered into an Assignment Agreement
(the “February Assignment Agreement”), pursuant to which the Company assigned all remaining amounts due under the January
2024 Secured Notes, the September 2024 Secured Notes and the Unsecured Notes (collectively, the “Notes”) back to the Holders.
In connection with the February Assignment Agreement, the Company and the Holders entered into a payoff letter (the “Payoff Letter”)
and amendments to the January 2024 Secured Notes (“Amendment No. 4 to January 2024 Secured Notes”), pursuant to which the
maturity date of the January 2024 Secured Notes was extended to March 31, 2024 and the outstanding balance under the Notes, after giving
effect to the tr

United States securities and exchange commission logo
May 20, 2024
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed May 14, 2024
File No. 333-276588
Dear Amro Albanna:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe this comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any reference to a prior comment is to the comment in our February 15, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
Notes to the Consolidated Financial Statements
Note 3 - Summary of Significant Accounting Policies
Investments, page F-12
1.We note your disclosure that you appear to have purchased equity investments in the
amount of $22,711,211, which corresponds to an investment in Evofem on your balance
sheet.  Please provide us your analysis of accounting for this investment under the cost
method and how you concluded that you do not exercise significant influence over
Evofem such that financial statements pursuant to Rule 3-09 of Regulation S-X would be
required.  In addition, please confirm you continue to believe the acquisition of Evofem is
not probable such that financial statements and pro forma information are not required
under Rule 3-05 and Article 11 of Regulation S-X.

 FirstName LastNameAmro Albanna
 Comapany NameAditxt, Inc.
 May 20, 2024 Page 2
 FirstName LastName
Amro Albanna
Aditxt, Inc.
May 20, 2024
Page 2
            Please contact Tracie Mariner at 202-551-3744 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean F. Reid, Esq.

United States securities and exchange commission logo
February 12, 2024
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 26, 2024
File No. 333-276588
Dear Amro Albanna:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 25, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Recent Developments
Merger Agreement with Evofem Biosciences, Inc., page 7
1.We note your disclosure stating that, on December 11, 2023, you entered into an
Agreement and Plan of merger with Adicure, Inc., a majority owned subsidiary of the
Company (“Merger Sub”) and Evofem Biosciences, Inc. (“Evofem”), pursuant to which,
Merger Sub will be merged into and with Evofem (the “Merger ”), with Evofem surviving
the Merger as a wholly owned subsidiary of the Company. Please tell us your
consideration of including pro forma financial statements, according to the guidance in
Rule 11-01(d) of Regulation S-X, and financial statements of Evofem, according to the
guidance in Rule 3-05 of Regulation S-X, in your filing. In addition, please tell us your
consideration as to whether or not the acquisition of the MDNA assets, as disclosed in

 FirstName LastNameAmro Albanna
 Comapany NameAditxt, Inc.
 February 12, 2024 Page 2
 FirstName LastName
Amro Albanna
Aditxt, Inc.
February 12, 2024
Page 2
your December 31, 2023 and January 9, 2024 Form 8-Ks, would require pro forma
information and financial statements to be included in your filing.
General
2.Please tell us how you have revised your registration statement to provide all disclosure
required by Form S-1. For example, please tell us how you satisfied the disclosure
requirements of Form S-1 Item 11(b), (c) and (i), and Item 11(l) with respect to the
information required by paragraph (e)(4) of Item 407 of Regulation S-K, or revise your
registration statement as appropriate. We also note the disclosures in your Form 8-Ks filed
on January 30, 2024.
            Please contact Tracie Mariner at 202-551-3744 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean F. Reid, Esq.

CORRESP
1
filename1.htm

    Sheppard, Mullin, Richter & Hampton LLP

    30 Rockefeller Plaza

    New York, New York 10112-0015

    212.653.8700 main

    212.653.8701 fax

    www.sheppardmullin.com

February 22, 2024

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn:	Tracie Mariner

 Re: Aditxt, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed February 12, 2024

File No. 333-276588

Dear Ms. Mariner:

This letter sets forth
the response of Aditxt, Inc., a Delaware corporation (the “Company”), to the comment received from the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on February 15, 2024 concerning Amendment No. 2 to the
Company’s Registration Statement on Form S-1 (File No. 333-276588) filed with the Commission on February 12, 2024 (the “Registration
Statement”).

Amendment No. 2 to Registration Statement on Form S-1

Prospectus Summary

Recent Developments

Merger Agreement with Evofem Biosciences, Inc.

 1. We have read your response to prior comment 1 in which you indicate that the conditions to close outlined
in your letter, as well as the termination clauses and the impending loan to Evofem, deem the merger to not be probable at this time.
However, we note your disclosure in Item 9.01 of the Form 8-K filed on December 12, 2023 stating that, in accordance with the Item, you
would file financial statements and pro forma financial information, with respect to the transaction, by amendment to the Form 8-K not
later than 71 calendar days after the date the Form 8-K is required to be filed. Based on the status of your merger activities to date
and your disclosure in the 8-K, please provide us with additional details as to why you do not believe the merger is probable at this
time.

Response:

The Company respectfully
submits that it did not deem the Evofem merger to be probable at the time of filing of its Form 8-K on December 12, 2023 nor does it presently
deem the Evofem merger to be probable. While a definitive agreement merger agreement was entered into with Evofem on December 11, 2023
(the “Merger Agreement”), there are significant conditions to closing, many of which are outside of the Company’s control,
that need to be satisfied, before the Company would consider closing to be probable. These conditions include the following:

Conversion of Evofem
Preferred Stock

 · All preferred stock of Evofem (other than the Evofem Series E-1 Preferred Stock) is required to be converted to common stock of Evofem;

 · The holders of such preferred stock of Evofem are entitled to certain rights upon a change of control transaction, including but not
limited to a redemption right;

 · The Company can provide no assurance that all holders will elect to convert such preferred stock.

Agreement of Evofem Warrant Holders

 · Evofem is required to (i) obtain agreements from all holders of its warrants which provide: (a) waivers with respect to any fundamental
transaction, change in control or other similar rights that such warrant holder may have under any such Evofem warrants, and (b) an agreement
to such Evofem warrants to exchange such warrants for preferred stock; or (ii) cash out any warrant holders that have not agreed to the
foregoing;

 · The Company can provide no assurance that Evofem will be successful in obtaining the agreement of its warrant holders or that they
will have sufficient funds to cash out any remaining warrant holders;

Waivers from Evofem Convertible Noteholders

 · Evofem shall have obtained waivers from the holders of the convertible notes of Evofem (the “Evofem Convertible Notes”)
with respect to any fundamental transaction rights that such holder may have under the Evofem Convertible Notes, including any right to
vote, consent, or otherwise approve or veto any of the transactions contemplated under the Merger Agreement;

 · The Company can provide no assurance that Evofem will be successful in securing such waivers;

Exchange of Evofem Convertible Notes
and Purchase Rights

 · the Company shall have obtained agreements with the holders of certain securities of Evofem, including Convertible Notes and purchase
rights, to exchange such securities with an aggregate value of approximately $86.1 million, for not more than an aggregate (for all holders
of Evofem Convertible Notes) of 86,153 shares of Company Preferred Stock;

    2

 · On December 26, 2023, the Company entered into an exchange agreement with certain of such holders pursuant to which such holders exchanged
Evofem securities with an aggregate stated value of approximately $22.3 for 22,280 shares of Company Preferred Stock;

 · The Company can provide no assurance that it will be successful in reaching an agreement with the remaining holders of such securities,
with an aggregate stated value of approximately $63.9 million, for Company Preferred Stock;

Loan to Evofem

 · Pursuant to the Merger Agreement, Evofem had a right to terminate the Merger Agreement in the event that the Company had not made
a loan to Evofem of no less than $3 million prior to January 31, 2024 (the “Parent Loan”);

 · On January 30, 2024, the Company and Evofem entered into an amendment to the Merger Agreement to amend (i) the date of the Parent
Loan (as defined in the Merger Agreement) to Evofem to be February 29, 2024, (ii) to change the date by which Evofem may terminate the
Merger Agreement for failure to receive the Parent Loan to be February 29, 2024, and (iii) to change the filing date for the Joint Proxy
Statement (as defined in the Merger Agreement) to April 1, 2024;

 · As of the date hereof, the Company does not have sufficient funds to make the Parent Loan and can provide no assurance that it will
be successful in securing such funding to make the Parent Loan on or prior to February 29, 2024. In the event that the Company is unable
to make the Parent Loan on or before February 29, 2024, Evofem may terminate the Merger Agreement.

In addition to the foregoing, in connection
with the Merger Agreement, the Company entered into an assignment agreement with the holders (the “Holders”) of certain senior
secured indebtedness of Evofem, pursuant to which the Holders assigned the Notes to the Company
in consideration for the issuance by the Company of (i) an aggregate principal amount of $5.0 million in secured notes of the Company
due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $8.0 million in secured notes
of the Company due on September 30, 2024 (the “September 2024 Secured Notes”), (iii) an aggregate principal amount of $5.0
million in ten-year unsecured notes, and (iv) payment of $154,480 in respect of net sales of Phexxi in respect of the calendar quarter
ended September 30, 2023.

    3

The
Company and the Holders have entered into a series of amendments to the January 2024 Secured Notes and the September 2024 Secured Notes,
pursuant to which, among other things, the maturity date of the January 2024 Notes was extended to February 29, 2024 in consideration
of a principal payment in the aggregate amount of $1.25 million on the January 2024 Secured Notes no later than February 9, 2024 (the
“Additional Consideration”) and in increase in the aggregate principal balance of $300,000 on the September 2024 Secured Notes.
The Company failed to make the Additional Consideration Payment by February 9, 2024 and is now in default on the January 2024 Secured
Notes and the September 2024 Secured Notes. Although the Company is in ongoing negotiations with the Holders, it can provide no assurance
that it will reach an amicable resolution of such default with the Holders. The Holders may, at any time, exercise all rights and remedies
available to them under the January 2024 Secured Notes and the September 2024 Secured Notes, which could have a material adverse effect
on the Company’s liquidity, financial condition and results of operations and may prevent the Company from consummating the transactions
contemplated by the Merger Agreement.

With respect to the Company’s
disclosure in Item 9.01 of the Form 8-K filed on December 12, 2023, the Company is filing an amendment to such Form 8-K concurrently herewith
removing the references to financial statements and pro forma financial information.

If you have any questions
relating to any of the foregoing, please contact Sean F. Reid of Sheppard, Mullin, Richter & Hampton LLP at (212) 896-0610.

    Very truly yours,

    /s/ Sean F. Reid

    Sean F. Reid

    Sheppard, Mullin, Richter & Hampton LLP

    cc: Amro Albanna, CEO

    4

United States securities and exchange commission logo
February 15, 2024
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed February 14, 2024
File No. 333-276588
Dear Amro Albanna:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe this comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 12, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary
Recent Developments
Merger Agreement with Evofem Biosciences, Inc. , page 7
1.We have read your response to prior comment 1 in which you indicate that the conditions
to close outlined in your letter, as well as termination clauses and the impending loan to
Evofem, deem the merger not to be probable at this time. However, we note your
disclosure in Item 9.01 of Form 8-K filed on December 12, 2023 stating that, in
accordance with the Item, you would file financial statements and pro forma financial
information, with respect to the transaction, by amendment to the Form 8-K not later than
71 calendar days after the date the Form 8-K is required to be filed. Based on the status of
your merger activities to date and your disclosure in the 8-K, please provide us with
additional details as to why you do not believe the merger is probable at this time.

 FirstName LastNameAmro Albanna
 Comapany NameAditxt, Inc.
 February 15, 2024 Page 2
 FirstName LastName
Amro Albanna
Aditxt, Inc.
February 15, 2024
Page 2
            Please contact Tracie Mariner at 202-551-3744 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean F. Reid, Esq.

CORRESP
1
filename1.htm

 Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112-0015

212.653.8700 main

212.653.8701 fax

www.sheppardmullin.com

February 13, 2024

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Jimmy McNamara

 Re: Aditxt, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed January 26, 2024

File No. 333-276588

Dear Mr. McNamara:

This letter sets forth the
response of Aditxt, Inc., a Delaware corporation (the “Company”), to the comment received from the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on February 12, 2024 concerning the Company’s
Registration Statement on Form S-1 (File No. 333-276588) filed with the Commission on January 25, 2024 (the “Registration Statement”).

Amendment No. 1 to Registration Statement on Form S-1

Prospectus Summary

Recent Developments

Merger Agreement with Evofem Biosciences, Inc.

 1. We note your disclosure stating that, on December 11, 2023, you entered into an Agreement and Plan of
Merger with Adicure, Inc., a majority owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc. (“Evofem”),
pursuant to which Merger Sub will be merged into and with Evofem (the “Merger”), with Evofem surviving the Merger as a wholly
owned subsidiary of the Company. Please tell us your consideration of including pro forma financial statements, according to the guidance
in Rule 11-01(d) of Regulation S-X, and financial statements of Evofem, according to the guidance in Rule 3-05 of Regulation S-X, in your
filing. In addition, please tell us your consideration as to whether or not the acquisition of the MDNA assets, as described in your December
31, 2023 and January 9, 2024 Form 8-Ks, would require pro forma information and financial statements to be included in your filing.

Response:

The Company respectfully
acknowledges the Staff’s comment and has summarized its consideration of the guidance in Rule 11-01(d) of Regulation S-X and Rule
3-05 of Regulation S-X with respect to the Merger and the acquisition of MDNA assets below..

Rule 11-01(d) of Regulation
S-X provides in relevant part that the term “business” should be “evaluated in light of the facts and circumstances
involved" and “whether there is sufficient continuity of the entity’s operations prior to and after the transactions
such that disclosure of the financial information is material to an understanding of future operations. Rule 3-05 of Regulation S-X requires
in relevant part that the filing of separate pre-acquisition historical financial statements is required when the acquisition of a significant
business has occurred or is probable.

Merger Agreement
with Evofem Biosciences, Inc.

As disclosed under
the heading Recent Developments – Merger Agreement with Evofem Biosciences, Inc. on page [7] of the Registration Statement, the
closing of the Merger is subject to the satisfaction or waiver of a number of conditions (the “Conditions
to Closing”), including but not limited to: (i) approval by our shareholders and the Evofem shareholders of the transactions contemplated
by the Merger Agreement; (ii) the registration statement on Form S-4 pursuant to which the shares of our Common Stock issuable in the
Merger having been declared effective by the SEC; (iii) all preferred stock of Evofem subject to certain exceptions shall have been converted
to Evofem common stock; (iv) Evofem shall have received agreements from all holders of Evofem warrants which provide: (a) waivers with
respect to any fundamental transaction, change in control or other similar rights that such warrant holder may have under any such Evofem
warrants, and (b) an agreement to such Evofem warrants to exchange such warrants for not more than an aggregate (for all holders of Evofem
warrants) of 551 shares of our preferred stock of Evofem; (v) the Company shall have obtained agreements from the holders of certain
convertible notes and purchase rights of Evofem to exchange such convertible notes and purchase rights for not more than an aggregate
(for all holders of Evofem convertible notes) of 86,153 shares of our preferred stock; and (vi) we shall have received waivers form the
holders of certain of our securities which contain prohibitions on variable rate transactions.

In addition, the Merger
Agreement may be terminated at any time prior to the consummation of the closing for a variety of reasons by the Company or Evofem, including
but not limited to, by Evofem if the Company has not made a loan to Evofem of no less than $3 million prior to January 31, 2024 (the “Evofem
Loan”), which date was subsequently extended to February 29, 2024.

Although the Company
is working diligently towards satisfying the Conditions to Closing and its other obligations under the Merger Agreement, including but
not limited to, making the Evofem Loan, the Company does not deem the closing of the Merger to be probable at this time due to the fact
that certain of the Conditions to Closing are beyond the Company’s control. In addition, the Company cannot presently provide any
assurance that it will be able to provide the Evofem Loan on or before February 29, 2024.

The Company will provide
the pro forma financial statements with respect to the Merger and the required historical financial statements of Evofem once the Merger
is probable to occur.

Asset Purchase
Agreement with MDNA Life Sciences, Inc.

The Company does not
believe that the assets acquired from MDNA Life Sciences, Inc. constitute a business under Rule 3-05 (as set forth in Rule 11-01(d)) nor
does the Company believe that the disclosure of pro forma information regarding the assets acquired would be material to investors.

Section 2010.2 of
the SEC Financial Reporting Manual further states “A ‘business’ for purposes of Rule 3-05 is identified by evaluating
whether there is sufficient continuity of operations so that disclosure of prior financial information is material to an understanding
of future operations.” Section 2010.2 further states that the inquiry of whether a business is being acquired requires registrants
to consider the following:

 ● Whether the nature of the revenue producing activity generally
remain the same; or

 ● Whether the facilities, employee base, distribution system,
sales force, customer base, operating rights, production techniques or trade names remain the same after the acquisition.

The assets acquired primarily consist of
certain intellectual property relating to tests for endometriosis and prostate cancer that are currently under development, which are
not currently revenue producing. As part of the transaction, the Company did not acquire any facilities, customers, or operating rights.
The Note to Section 2010.2 states, “The staff’s analysis of whether an acquisition constitutes the acquisition of a business,
rather than of assets, focuses primarily on whether the nature of the revenue producing activity previously associated with the acquired
assets will remain generally the same after the acquisition.” The MDNA assets had no revenue producing activities at or prior to
the acquisition.

Acquisition of Certain Assets of
Brain Scientific, Inc.

In addition, the Company
does not believe that acquisition of certain assets formerly owned by Brain Scientific, Inc. under an assignment for the benefit of creditors
constitute a business under Rule 3-05 (as set forth in Rule 11-01(d)) nor does the Company believe that the disclosure of pro forma information
regarding the assets acquired would be material to investors. The assets acquired through the assignment
for the benefit of creditors include 16 patents covering a portfolio of EEG brain monitoring technologies and devices. The sole assets
acquired consist of intellectual property. The Company did not acquire any employees, distribution systems, sales force, customers, or
operating rights.

General

 2. Please tell us how you revised your registration statement to provide all disclosure required by Form
S-1. For example, please tell us how you satisfied the disclosure requirements of Form S-1 Item 11(b), (c), and (i) and Item 11(l) with
respect to the information required by paragraph (e)(4) and Item 407 of regulation S-K, or revise your registration statement as appropriate.
We also note the disclosures in your Form 8-Ks filed on January 30, 2024.

Response:

In response to the Staff’s comment,
the Company has revised its disclosure in Amendment No. 2 to the Registration Statement which is being filed concurrently herewith
to satisfy the disclosure requirements of Form S-1 Item 11(b), (c), and (i) and Item 11(l) with respect to the information required
by paragraph (e)(4) and Item 407 of regulation S-K. In addition, the Company has updated its disclosure in Amendment No. 2 to
the Registration Statement to include disclosure regarding its Form 8-Ks filed on January 30, 2024, February 2, 2024, February 6,
2024 and February 9, 2024.

If you have any questions
relating to any of the foregoing, please contact Sean F. Reid of Sheppard, Mullin, Richter & Hampton LLP at (212) 896-0610.

    Very truly yours,

    /s/ Sean F. Reid

    Sean F. Reid

    Sheppard, Mullin, Richter & Hampton LLP

    cc: Amro Albanna, CEO

United States securities and exchange commission logo
January 25, 2024
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Registration Statement on Form S-1
Filed January 18, 2024
File No. 333-276588
Dear Amro Albanna:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe this comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.It appears that you are not eligible to incorporate by reference into your Form S-1, given
that you have not filed your annual report for your most recently completed fiscal year.
Please revise your registration statement to provide all disclosure required by Form S-1 or
otherwise advise. See General Instruction VII.C to Form S-1.
            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.
            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.

 FirstName LastNameAmro Albanna
 Comapany NameAditxt, Inc.
 January 25, 2024 Page 2
 FirstName LastName
Amro Albanna
Aditxt, Inc.
January 25, 2024
Page 2
            Please contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean F. Reid, Esq.

United States securities and exchange commission logo
November 9, 2023
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Registration Statement on Form S-1
Filed November 7, 2023
File No. 333-275375
Dear Amro Albanna:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean Reid, Esq.

CORRESP
1
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Aditxt, Inc.

737 N. Fifth Street, Suite 200

Richmond, VA 23219

(650) 870-1200

November 9, 2023

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Doris Stacey Gama

Re:  Aditxt, Inc.

    Registration Statement on Form S-1

    Filed November 7, 2023

    File No. 333-275375

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Aditxt, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Time, on Monday, November 13, 2023, or as soon thereafter as possible.

Please notify Sean F. Reid of
Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

    Very
truly yours,

    ADITXT, INC.

    By:
    /s/ Amro Albanna

    Name:
    Amro Albanna

    Title:
    Chief Executive Officer

CORRESP
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Aditxt, Inc.

737 N. Fifth Street, Suite 200

Richmond, VA 23219

(650) 870-1200

September 20, 2023

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tim Buchmiller

    Re:
    Aditxt, Inc.

    Registration Statement on Form S-1

    Filed September 15, 2023

    File No. 333-274539

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Aditxt, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:15 p.m., Eastern Time, on Thursday, September 21, 2023, or as soon thereafter as possible.

Please notify Sean F. Reid of
Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

    Very
truly yours,

    ADITXT, INC.

    By:
    /s/ Amro Albanna

    Name:
    Amro Albanna

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
September 19, 2023
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Registration Statement on Form S-1
Filed September 15, 2023
File No. 333-274539
Dear Amro Albanna:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean F. Reid, Esq.

United States securities and exchange commission logo
July 14, 2023
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 232129
Re:Aditxt, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed April 17, 2023
File No. 001-39336
Dear Amro Albanna:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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ADITXT, INC.

737 N. Fifth Street, Suite 200

Richmond, VA 23219

July 12, 2023

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Tara Hawkins

    Lynn Dicker

    Re:
    Aditxt, Inc.

    Form 10-K for the Fiscal Year ended December 31, 2022

    Filed April 17, 2023

    File No. 001-39336

Dear Ladies and Gentlemen:

This letter sets forth the
responses of Aditxt, Inc., a Delaware corporation (the “Company”), to the comments received from the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on June 30, 2023 concerning the Company’s Annual Report
on Form 10-K for the Fiscal Year ended December 31, 2022 submitted to the Commission on April 17, 2023 (the “Annual Report”).

For the convenience of the
Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated prior to the response
to such comment.

Form 10-K for the Fiscal Year ended December 31, 2022

Item 9A. Controls and Procedures, page 48

    1.
    Please amend your Form 10-K to provide management’s report on internal control over financial reporting as of December 31, 2022 as required by Item 308(a) of Regulation S-K. Include the framework management used to evaluate the effectiveness of internal control over financial reporting and a definitive conclusion as to their effectiveness in accordance with Items 308(a)(2) and 308(a)(3) of Regulation S-K.

    RESPONSE:
    In response to the Staff’s comment, we have amended our Form 10-K to provide management’s report on internal control over financial reporting as of December 31, 2022. Please see Amendment No. 2 to our Annual Report on Form 10-K/A filed with the Commission on July 12, 2023.

If you have any questions
relating to any of the foregoing, please contact Sean F. Reid of Sheppard, Mullin, Richter & Hampton LLP at (212) 896-0610.

    Sincerely,

    ADITXT, INC.

    /s/ Amro Albanna

    By:
    Amro Albanna

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
June 30, 2023
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 232129
Re:Aditxt, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed April 17, 2023
File No. 001-39336
Dear Amro Albanna:
            We have reviewed your filings and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9A. Controls and Procedures, page 48
1.Please amend your Form 10-K to provide management’s report
on internal control over financial reporting as of December 31, 2022 as required by Item
308(a) of Regulation S-K.  Include the framework management used to evaluate the
effectiveness of internal control over financial reporting and a definitive conclusion as to
their effectiveness in accordance with Items 308(a)(2) and 308(a)(3) of Regulation S-K.
            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.

 FirstName LastNameAmro  Albanna
 Comapany NameAditxt, Inc.
 June 30, 2023 Page 2
 FirstName LastName
Amro  Albanna
Aditxt, Inc.
June 30, 2023
Page 2
            You may contact Tara Harkins at (202) 551-3639 or Lynn Dicker, Reviewing
Accountant, at (202) 551-3616 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
September 15, 2022
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 15, 2022
File No. 333-266183
Dear Mr. Albanna:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 the comment, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note the revisions made in response to our prior comment 1 and we resissue the
comment in full, as follows:
•Your disclosure both on the cover page and throughout the prospectus continues to
reference an "assumed" public offering price, and you have now included the closing
price of company shares on September 13, 2022. Please revise to clarify whether the
offering price is fixed at $18.50 for the duration of the offering, in which case you
should remove the term "assumed" or explain the method by which the price is to be
determined. We note that it does not appear that you are eligible to conduct an at-the-
market offering pursuant to Rule 415 of the Securities Act.
•We note your disclosure that the offering will terminate "on the first date that [you]
enter into securities purchase agreements to sell the securities offered hereby." Please

 FirstName LastNameAmro Albanna
 Comapany NameAditxt, Inc.
 September 15, 2022 Page 2
 FirstName LastName
Amro Albanna
Aditxt, Inc.
September 15, 2022
Page 2
revise this disclosure to provide a specific date upon which the offering will end,
pursuant to Item 501(b)(8)(iii) of Regulation S-K.
            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.
            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 Chris Edwards at 202-551-6761 or Laura Crotty at 202-551-7614 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Emily A. Mastoloni, Esq.

CORRESP
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Aditxt, Inc.

737 N. Fifth Street, Suite 200

Richmond, VA 23219

(650) 870-1200

September 15, 2022

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Chris Edwards

    Joe McCann

Re:  Aditxt, Inc.

    Registration
Statement on Form S-1

    File
No. 333-266183

Ladies
and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Aditxt, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:15 p.m., Eastern Time, on Thursday, September 15, 2022, or as soon thereafter as possible.

Please notify Richard Friedman
of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

    Very
truly yours,

    ADITXT, INC.

    By:
    /s/ Amro Albanna

    Name:
    Amro Albanna

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
July 22, 2022
Amro Albanna
Chief Executive Officer
Aditxt, Inc.
737 N. Fifth Street, Suite 200
Richmond, VA 23219
Re:Aditxt, Inc.
Registration Statement on Form S-1
Filed July 18, 2022
File No. 333-266183
Dear Mr. Albanna:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 the comment, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note your disclosure that your offering of common shares will be at an "assumed
purchase price." Please revise to state the price of the securities to the public and clarify
whether it will be fixed for the duration of the offering. If you are not able to state a price,
explain the method by which the price is to be determined. Refer to Instruction 2 to Item
501(b)(3) of Regulation S-K for guidance. Also please revise to specify the date when this
best-efforts offering will terminate. Refer to Item 501(b)(8) of Regulation S-K.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate

 FirstName LastNameAmro Albanna
 Comapany NameAditxt, Inc.
 July 22, 2022 Page 2
 FirstName LastName
Amro Albanna
Aditxt, Inc.
July 22, 2022
Page 2
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Chris Edwards at 202-551-6761 or Joe McCann at 202-551-6262 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Emily A. Mastoloni, Esq.

CORRESP
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Aditxt, Inc.

737 N. Fifth Street, Suite 200

Richmond, VA 23219

    July 9, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alan Campbell

    Re:
    Aditxt, Inc.

    Registration Statement on Form S-3

    Filed July 2, 2021

    Amendment No. 1 to Registration Statement on Form S-3

    Filed July 6, 2021

    File No. 333-257645

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Aditxt, Inc. (the “Company”) respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:30
p.m., Eastern Standard Time, on Tuesday July 13, 2021, or as soon thereafter as possible.

Please notify Sean F. Reid of
Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request.

    ADITXT, INC.

    By:
    /s/ Amro Albanna

    Name:
     Amro Albanna

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
July 9, 2021
Amro Albanna
Chief Executive Officer
Aditx Therapeutics, Inc.
2569 Wyandotte Street
Suite 101
Mountain View, CA 94043
Re:Aditx Therapeutics, Inc.
Registration Statement on Form S-3
Filed July 2, 2021
Amendment No. 1 to Registration Statement on Form S-3
Filed July 6, 2021
File No. 333-257645
Dear Mr. Albanna:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Sean F. Reid, Esq.

CORRESP
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Aditx Therapeutics, Inc.

2569 Wyandotte St., Suite 101

Mountain View, CA 94043

February 9, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    David Gessert

    Re:

        Aditx Therapeutics, Inc.

        Registration Statement on Form S-1

        Filed on February 4, 2021

        File No. 333-252711

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Aditx Therapeutics,
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
be accelerated so that it will become effective at 4:00 p.m., Eastern Standard Time, on Wednesday, February 10, 2021, or as soon
thereafter as possible.

Please notify Richard
A. Friedman or Alexander T. Yarbrough of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031
or (212) 653-8182, respectively, as soon as possible as to the time the Registration Statement has been declared effective pursuant
to this acceleration request.

    Respectfully submitted,

    ADITX THERAPEUTICS, INC.

    By:
    /s/ Amro Albanna

    Name:
    Amro Albanna

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
February 8, 2021
Amro Albanna
Chief Executive Officer
Aditx Therapeutics, Inc.
2569 Wyandotte St., Suite 101
Mountain View, CA 94043
Re:Aditx Therapeutics, Inc.
Registration Statement on Form S-1
Filed February 4, 2021
File No. 333-252711
Dear Mr. Albanna:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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Aditx Therapeutics, Inc.

11161 Anderson Street, Suite 105-10014

Loma Linda, CA 92354

August 28, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Alan Campbell

    Re:

        Aditx Therapeutics, Inc.

        Registration Statement on Form S-1

        Filed on August 28, 2020

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Aditx Therapeutics,
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
be accelerated so that it will become effective at 4:30 p.m., Eastern Daylight Time, on Tuesday, September 1, 2020, or as soon
thereafter as possible.

Please notify Richard Friedman
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as to the time
the Registration Statement has been declared effective pursuant to this acceleration request.

    Respectfully submitted,

    ADITX THERAPEUTICS, INC.

    By:
    /s/ Amro Albanna

    Name: Amro Albanna

    Title: Chief Executive Officer

CORRESP
1
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August 28, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Aditx Therapeutics, Inc.

    Registration Statement on Form S-1

    Filed on August 28, 2020

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), Dawson James Securities, Inc., as representative of
the underwriters of the offering, hereby joins the request of Aditx Therapeutics, Inc. that the effective date of the above-referenced
Registration Statement on Form S-1 be declared effective at 4:30 p.m. (Washington, D.C. time) on September 1, 2020, or as soon
as practicable thereafter.

In connection with this
acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each
underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many
copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Sincerely,

    Dawson James Securities, Inc.

    By:
    /s/ Robert D. Keyser

    Name:
    Robert D. Keyser

    Title:
    CEO

United States securities and exchange commission logo
August 21, 2020
Amro Albanna
Chief Executive Officer
Aditx Therapeutics, Inc.
11161 Anderson Street
Suite 105-10014
Loma Linda, CA 92354
Re:Aditx Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted August 18, 2020
CIK No. 0001726711
Dear Mr. Albanna:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alexander T. Yarbrough

CORRESP
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June 25, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    ADiTx Therapeutics, Inc.

    Registration Statement on Form S-1

    File No. 333-235933

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), Dawson James Securities, Inc., as representative of the underwriters
of the offering, hereby joins the request of ADiTx Therapeutics, Inc. that the effective date of the above-referenced Registration
Statement on Form S-1 be declared effective at 4:30 p.m. (Washington, D.C. time) on June 29, 2020, or as soon as practicable thereafter.

In connection with
this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to
each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as
many copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Sincerely,

    Dawson James Securities, Inc.

    By:
    /s/ Robert D. Keyser

    Name:
    Robert D. Keyser

    Title:
    CEO

CORRESP
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Aditx Therapeutics, Inc.

11161 Anderson Street, Suite 105-10014

Loma Linda, CA 92354

June 25, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

        Paul Fischer

        Irene Paik

    Re:
    Aditx Therapeutics, Inc.

Registration Statement on Form S-1, as amended

File No. 333-235933

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Aditx Therapeutics,
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
be accelerated so that it will become effective at 4:30 p.m., Eastern Daylight Time, on Monday, June 29, 2020, or as soon thereafter
as possible.

Please notify Richard
Friedman of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as
to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Respectfully submitted,

    ADITX THERAPEUTICS, INC.

    By:
    /s/ Amro Albanna

    Name: Amro Albanna

    Title: Chief Executive Officer

CORRESP
1
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June
18, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    ADiTx Therapeutics, Inc.

    Registration Statement on Form S-1

    File No. 333-235933

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on June 17, 2020, in
which we joined the request of ADiTx Therapeutics, Inc. regarding the acceleration of the effectiveness of the above-captioned
Registration Statements to 4:30 p.m., Eastern Daylight Time on June 18, 2020. We hereby formally withdraw our prior request for
acceleration of the effective date of the above-captioned Registration Statement.

    Dawson
    James Securities, Inc.

    By:

    /s/
    Robert D. Keyser

    Name:
    Robert
    D. Keyser

    Title:

    CEO

CORRESP
1
filename1.htm

Aditx Therapeutics, Inc.

11161 Anderson Street, Suite 105-10014

Loma Linda, CA 92354

June 18, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Aditx Therapeutics, Inc. (CIK No. 0001726711)

    Registration Statement on Form S-1 (File No: 333-235933)

Ladies and Gentlemen:

Reference is made to our letter, filed
as correspondence with the U.S. Securities and Exchange Commission via EDGAR on June 17, 2020, in which we requested the acceleration
of the effectiveness of the above-captioned Registration Statements to 4:30 p.m., Eastern Daylight Time on June 18, 2020. We hereby
formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement.

    Respectfully submitted,

    ADITX THERAPEUTICS, INC.

    By:
    /s/ Amro Albanna

    Name: Amro Albanna

    Title:  Chief Executive Officer

CORRESP
1
filename1.htm

June 17, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    ADiTx Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-235933

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), Dawson James Securities, Inc., as representative of
the underwriters of the offering, hereby joins the request of ADiTx Therapeutics, Inc. that the effective date of the above-referenced
Registration Statement on Form S-1 be declared effective at 4:30 p.m. (Washington, D.C. time) on June 18, 2020, or as soon as practicable
thereafter.

In connection with this
acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each
underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many
copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Sincerely,

    Dawson
    James Securities, Inc.

    By:
    /s/
    Robert D. Keyser

    Name:
    Robert
    D. Keyser

    Title:
    CEO

CORRESP
1
filename1.htm

Aditx Therapeutics, Inc.

11161 Anderson Street, Suite 105-10014

Loma Linda, CA 92354

June 17, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

        Paul Fischer

        Irene Paik

    Re:
    Aditx Therapeutics, Inc.

Registration Statement on Form S-1, as amended

File No. 333-235933

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Aditx Therapeutics,
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
be accelerated so that it will become effective at 4:30 p.m., Eastern Daylight Time, on Thursday, June 18, 2020, or as soon thereafter
as possible.

Please notify Richard
Friedman of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as
to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Respectfully submitted,

    ADITX THERAPEUTICS, INC.

    By:
    /s/ Amro Albanna

    Name: Amro Albanna

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

        Sheppard, Mullin, Richter & Hampton LLP

        30 Rockefeller Plaza

        New York, New York 10112-0015

        212.653.8700 main

        212.653.8701 fax

        www.sheppardmullin.com

May 29, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:

        ADiTx Therapeutics, Inc.

        Amendment No. 4 to Registration Statement on Form S-1

        Filed May 14, 2020

        File No. 333-235933

Ladies and Gentlemen:

This letter sets forth
the responses of ADiTx Therapeutics, Inc., a Delaware corporation (the “Company”), to the comments received
from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
concerning its Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-235933) filed with the Commission on May 14,
2020 (the “Registration Statement”).

References in the text
of the responses herein to captions and page numbers refer to Amendment No. 5 to the Company’s Registration Statement on
Form S-1 (the “Amended Registration Statement”), which is being filed herewith.

Registration Statement on Form S-1/A, filed on May 14, 2020

Prospectus Summary

Our Business, page 2

    1. QUESTION:

        Please revise page 1 to clarify
that the company is in the preclinical stage of developing ADiTM products.

    RESPONSE:
    The Company has revised its disclosure to clarify that the Company is in the preclinical stage of developing ADi™ products. Please see pages 1, 32, 37, and 38 of the Amended Registration Statement.

Business

Immune Monitoring, page 42

    2. QUESTION:

        You state that you are “evaluating
plans to obtain FDA approval for AiM™’s use as a clinical assay.” Please describe in more detail the data and
regulatory steps required to obtain FDA approval for the use of AiM™ as a clinical assay, the timeline for approval, and
the steps that you have taken in that process.

    RESPONSE:
    The Company has revised its disclosure to describe in more detail the data and regulatory steps required to obtain FDA approval for the use of AiM™ as a clinical assay, the timeline for approval, and the steps that it has taken in that process. Please see pages 2, 33 and 42 of the Amended Registration Statement.

License Agreement with Leland Stanford Junior University
(“Stanford”), page 45

    3. QUESTION:

        Please expand your disclosure
to provide a description of the milestone requirements outlined in Appendix A of Exhibit 10.4.

    RESPONSE:
    The Company has revised its disclosure to provide a description of the milestone requirements of outlined in Appendix A of the License Agreement with Stanford University. Please see pages 3, 34, and 45 of the Amended Registration Statement.

Intellectual Property (IP), page 48

    4. QUESTION:

        Please expand your disclosure
regarding the patent for AiM™ technology to include whether this patent has been issued, whether you are licensing this
patent, and the expiration date.

    RESPONSE:
    The Company has revised its disclosure to expand on the patent for AiM™ technology and its expiration date. Please see page 48 of the Amended Registration Statement.

 General

    5. QUESTION:
    Please provide us proofs of all graphics, visual, or photographic information you will provide in the printed prospectus prior to its use, for example in a preliminary prospectus. Please note that we may have comments regarding this material.

    RESPONSE:
    The Company confirms that there are no additional graphics, visual or photographic, that will be provided in the printed preliminary prospectus other than what is filed in the Amended Registration Statement.

    6. QUESTION:
    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.

    RESPONSE:
    The Company confirms that there are no written communications, as defined in Rule 405 under the Securities Act, that the Company, or anyone authorized to do so on the Company’s behalf, will present to potential investors in reliance on Section 5(d) of the Securities Act other than what has been filed with the Commission as a free writing prospectus pursuant to Rule 433.

If you have any questions
relating to any of the foregoing, please contact Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP at (212)
653-8700.

Very truly yours,

    /s/ Richard Friedman

    Richard Friedman

    Sheppard, Mullin, Richter & Hampton LLP

United States securities and exchange commission logo
May 27, 2020
Amro Albanna
Chief Executive Officer
ADiTx Therapeutics, Inc.
11161 Anderson Street, Suite 105-10014
Loma Linda, CA 92354
Re:ADiTx Therapeutics, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed May 14, 2020
File No. 333-235933
Dear Mr. Albanna:
            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.
Registration Statement on Form S-1/A, filed on May 14, 2020
Prospectus Summary
Our Business, page 2
1.Please revise page 1 to clarify that the company is in the preclinical stage of developing
ADiTM products.
Business
Immune Monitoring, page 42
2.You state that you are "evaluating plans to obtain FDA approval for AiM™’s use as a
clinical assay."  Please describe in more detail the data and regulatory steps required to
obtain FDA approval for the use of AiM™ as a clinical assay, the timeline for approval,
and the steps that you have taken in that process.

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc.
 May 27, 2020 Page 2
 FirstName LastName
Amro Albanna
ADiTx Therapeutics, Inc.
May 27, 2020
Page 2
License Agreement with Leland Stanford Junior University (“Stanford”), page 45
3.Please expand your disclosure to provide a description of the milestone requirements
outlined in Appendix A of Exhibit 10.4.
Intellectual Property (IP), page 48
4.Please expand your disclosure regarding the patent for AiM™ technology to include
whether this patent has been issued, whether you are licensing this patent, and the
expiration date.
            You may contact Ameen Hamady at 202-551-3891 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Paul Fischer at 202-551-3415 or Irene Paik at 202-551-6553 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Friedman, Esq.

CORRESP
1
filename1.htm

        Sheppard, Mullin, Richter & Hampton LLP

        30 Rockefeller Plaza

        New York, New York 10112-0015

        212.653.8700 main

        212.653.8701 fax

        www.sheppardmullin.com

February 19, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:

        ADiTx Therapeutics, Inc.

        Amendment No. 1 to Registration Statement on Form S-1

        Filed February 7, 2020

        File No. 333-235933

Ladies and Gentlemen:

This letter sets forth
the responses of ADiTx Therapeutics, Inc., a Delaware corporation (the “Company”), to the comments received
from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
concerning its Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-235933) filed with the Commission on February
7, 2020 (the “Registration Statement”).

References in the text
of the responses herein to captions and page numbers refer to Amendment No. 2 to the Company’s Registration Statement on
Form S-1 (the “Amended Registration Statement”), which is being filed herewith.

Registration Statement on Form S-1/A, filed on February 7,
2020

Use of Proceeds, page 27

    1. QUESTION:
    We note that you entered into bridge loans with principal amounts of $50,000 and $80,000 in January 2020, which are due on the earlier of April 19, 2020 and April 29, 2020, respectively, or ten days after the close of the company’s initial public offering. If you will be using the proceeds of this offering to discharge this indebtedness, please revise your disclosure in this section pursuant to Instruction 4 of Item 504 of Regulation S-K.

    RESPONSE:
    The Company has revised its disclosure with respect to the Use of Proceeds section. Please see page 27 of the Amended Registration Statement.

Recent Developments, page 42

    2. QUESTION:
    We note your entry into a patent and licensing agreement on February 3, 2020. Please revise to disclose the identity of the counter party to the agreement, the royalty term and the agreement’s termination provisions.

    RESPONSE:
    The Company has revised its disclosure. Please see page 42 of the Amended Registration Statement.

If you have any questions
relating to any of the foregoing, please contact Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP at (212)
653-8700.

Very truly yours,

    /s/ Richard Friedman

    Richard Friedman

    Sheppard, Mullin, Richter & Hampton LLP

February 13, 2020
Amro Albanna
Chief Executive Officer
ADiTx Therapeutics, Inc.
11161 Anderson Street, Suite 105-10014
Loma Linda, CA 92354
Re:ADiTx Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 7, 2020
File No. 333-235933
Dear Mr. Albanna:
            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.
Registration Statement on Form S-1/A, filed on February 7, 2020
Use of Proceeds, page 27
1.We note that you entered into bridge loans with principal amounts of $50,000 and $80,000
in January 2020, which are due on the earlier of April 19, 2020 and April 29, 2020,
respectively, or ten days after the close of the company's initial public offering.  If you
will be using the proceeds of this offering to discharge this indebtedness, please revise
your disclosure in this section pursuant to Instruction 4 of Item 504 of Regulation S-K.
Recent Developments, page 42
2.We note your entry into a patent and licensing agreement on February 3, 2020. Please
revise to disclose the identity of the counter party to the agreement, the royalty term and
the agreement's termination provisions.

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc.
 February 13, 2020 Page 2
 FirstName LastName
Amro Albanna
ADiTx Therapeutics, Inc.
February 13, 2020
Page 2
            You may contact Ameen Hamady at 202-551-3891 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Paul Fischer at 202-551-3415 or Irene Paik at 202-551-6553 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Friedman, Esq.

CORRESP
1
filename1.htm

        Sheppard, Mullin, Richter & Hampton LLP

        30 Rockefeller Plaza

        New York, New York 10112-0015

        212.653.8700 main

        212.653.8701 fax

        www.sheppardmullin.com

February 7, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:

        ADiTx Therapeutics, Inc.

        Registration Statement on Form S-1

        Filed January 15, 2020

        File No. 333-235933

Ladies and Gentlemen:

This letter sets forth
the responses of ADiTx Therapeutics, Inc., a Delaware corporation (the “Company”), to the comments received
from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
concerning its Registration Statement on Form S-1 (File No. 333-235933) filed with the Commission on January 15, 2020 (the “Registration
Statement”).

References in the text
of the responses herein to captions and page numbers refer to Amendment No. 1 to the Company’s Registration Statement on
Form S-1 (the “Amended Registration Statement”), which is being filed herewith.

Form S-1 filed on January 15, 2020

Cover Page

    1. QUESTION:
    We note your disclosure on the prospectus cover page that you have "assumed" a public offering price of $5.50 per Unit. Please revise to clarify, if true, that you are offering Units at a fixed price of $5.50 per Unit.

    RESPONSE:
    The Company has revised its disclosure. Please see the prospectus cover page of the Amended Registration Statement.

Dilution, page 29

    2. QUESTION:
    We note your disclosures on page 29 that after giving effect to the sale of 1,900,000 units in this offering at an assumed initial public offering price of $5.50 per unit and after deducting the underwriting discounts and commissions and estimated offering expenses, your pro forma as adjusted net tangible book value at September 30, 2019 would have been $8,834,210. We further note your disclosure that this would also represent an increase in net tangible book value per share of ($0.71) attributable to new investors in this offering. Based on our recalculation, it appears that the pro forma net tangible book value as of September 30, 2019 should be $6,742,210 resulting in a net tangible book value per share of approximately $0.71 per share. Our recalculation was based on the net proceeds of $9,404,000 added back to the ($2,661,790) net tangible book value as of September 30, 2019. Furthermore, based on our recalculation, the increase in pro forma as adjusted net tangible book value per share attributable to new investors in this offering reflected in your table should be $1.06 per share rather than the current ($0.71) per share currently reflected, based on the $0.71 pro forma net tangible book value per share after the offering less the ($0.35) net tangible book vale per share prior to the offering. Please explain or revise.

    RESPONSE:
    The Company has revised its disclosure. Please see page 29 of the Amended Registration Statement.

Critical Accounting Policies, page 32

    3. QUESTION:
    Please update executive compensation and director compensation to reflect data for the last completed fiscal year. Please refer to Question 117.05 of the Compliance and Disclosure Interpretations for Regulation S-K.

    RESPONSE:
    The Company has revised its disclosure. Please see the page 49 of the Amended Registration Statement.

If you have any questions
relating to any of the foregoing, please contact Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP at (212)
653-8700.

Very truly yours,

    /s/ Richard Friedman

    Richard Friedman

    SHEPPARD, MULLIN, RICHTER & HAMPTON llp

January 22, 2020
Amro Albanna
Chief Executive Officer
ADiTx Therapeutics, Inc.
11161 Anderson Street, Suite 105-10014
Loma Linda, CA 92354
Re:ADiTx Therapeutics, Inc.
Registration Statement on Form S-1
Filed January 15, 2020
File No. 333-235933
Dear Mr. Albanna:
            We have reviewed your 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.
Form S-1 filed on January 15, 2020
Cover Page
1.We note your disclosure on the prospectus cover page that you have "assumed" a public
offering price of $5.50 per Unit.  Please revise to clarify, if true, that you are offering
Units at a fixed price of $5.50 per Unit.
Dilution, page 29
2.We note your disclosures on page 29 that after giving effect to the sale of 1,900,000
units in this offering at an assumed initial public offering price of $5.50 per unit and after
deducting the underwriting discounts and commissions and estimated offering expenses,
your pro forma as adjusted net tangible book value at September 30, 2019 would have
been $8,834,210. We further note your disclosure that this would also represent

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc.
 January 22, 2020 Page 2
 FirstName LastName
Amro Albanna
ADiTx Therapeutics, Inc.
January 22, 2020
Page 2
an increase in net tangible book value per share of ($0.71) attributable to new investors in
this offering.  Based on our recalculation, it appears that the pro forma net tangible book
value as of September 30, 2019 should be $6,742,210 resulting in a net tangible book
value per share of approximately $0.71 per share. Our recalculation was based on the net
proceeds of $9,404,000 added back to the ($2,661,790) net tangible book value as of
September 30, 2019. Furthermore, based on our recalculation, the increase in pro forma as
adjusted net tangible book value per share attributable to new investors in this
offering reflected in your table should be $1.06 per share rather than the current ($0.71)
per share currently reflected, based on the $0.71 pro forma net tangible book value per
share after the offering less the ($0.35) net tangible book vale per share prior to the
offering. Please explain or revise.
Executive and Director Compensation, page 49
3.Please update executive compensation and director compensation to reflect data for the
last completed fiscal year. Please refer to Question 117.05 of the Compliance and
Disclosure Interpretations for Regulation S-K.
            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.
            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.
            You may contact Ameen Hamady at 202-551-3891 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Paul Fischer at 202-551-3415 or Irene Paik at 202-551-6553 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Friedman, Esq.

December 6, 2019
Amro Albanna
Chief Executive Officer
ADiTx Therapeutics, Inc.
11161 Anderson Street, Suite 105-10014
Loma Linda, CA 92354
Re:ADiTx Therapeutics, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 22, 2019
CIK No. 0001726711
Dear Mr. Albanna:
            We have reviewed your amended 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.
DRS/A filed on November 22, 2019
Use of Proceeds, page 27
1.We note your response to our prior comment 7 from our letter dated November 12, 2019,
that you believe that no other sources of funds are needed to complete the Phase I/IIa
clinical trial.  Please revise your disclosure to specify that you will be able to complete the
Phase I/IIa clinical trial with the net proceeds of this offering.
Management's Discussion and Analysis of Financial Condition and Plan of Operations
Results of Operations, page 31
2.We note your response and your expanded disclosures to our comment number 11 from
our letter dated November 12, 2019. Please further expand your disclosures to also

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc.
 December 6, 2019 Page 2
 FirstName LastName
Amro Albanna
ADiTx Therapeutics, Inc.
December 6, 2019
Page 2
disaggregate research and development expenses by nature or type of expense for the
period ended December 31, 2018 consistent with the expanded disclosures provided for
the interim periods presented.
Critical Accounting Policies, page 32
3.We note your response and expanded disclosures to our comment 12 from our letter dated
November 12, 2019.  Please further confirm that once you have an estimated offering
price or range, you will separately provide an explanation for the reasons for any
differences between the recent valuations of your common stock leading up to the IPO
and the estimated offering price.
            You may contact Ameen Hamady at 202-551-3891 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Paul Fischer at 202-551-3415 or Irene Paik at 202-551-6553 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Friedman, Esq.

November 12, 2019
Amro Albanna
Chief Executive Officer
ADiTx Therapeutics, Inc.
11161 Anderson Street, Suite 105-10014
Loma Linda, CA 92354
Re:ADiTx Therapeutics, Inc.
Draft Registration Statement on Form S-1
Filed on October 15, 2019
CIK No. 0001726711
Dear Mr. Albanna:
            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 October 15, 2019
Cover Page
1.We note your disclosure that no assurance can be given that your application to list your
common stock on the NYSE American will be approved.  With reference to your
disclosure on page 60 that you will not consummate this offering if your common stock is
not approved for listing on the NYSE American, please clarify your disclosure to state
whether the listing of your common stock on the NYSE American is a condition to this
offering.

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc.
 November 12, 2019 Page 2
 FirstName LastNameAmro Albanna
ADiTx Therapeutics, Inc.
November 12, 2019
Page 2
Prospectus Summary
Our Business, page 1
2.Please revise your disclosure to briefly discuss the developmental stage of your product
candidate and any additional preclinical and clinical studies you will need to conduct in
order to submit a BLA.
Risks Related to Our Business, page 2
3.With reference to your disclosure on pages 6 and 7, please revise the first bullet point in
this section to clarify that you have incurred losses and expect to continue to operate at a
net loss for at least the next several years and that your auditors have indicated that your
financial conditions raise substantial doubt about your ability to continue as a going
concern.
Implications of Being an Emerging Growth Company, page 3
4.We note that you disclose on page 3 that as a company with less than $1.07 billion in
revenue during your last fiscal year, you qualify as an EGC. You also disclose that you
may take advantage of specified reduced disclosure and other requirements that are
otherwise applicable generally to public companies. It also appears that you have elected
to use the extended transition period for complying with new or revised accounting
standards under Section 102(b)(1). Please provide a risk factor explaining that this
election allows you to delay the adoption of new or revised accounting standards that have
different effective dates for public and private companies until those standards apply to
private companies. Please state in your risk factor that, as a result of this election, your
financial statements may not be comparable to companies that comply with public
company effective dates. Please add similar disclosure within MD&A.
5.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.
A substantial portion of our in-licensed intellectual property will be subject to the provisions of
the Bayh-Dole Act..., page 19
6.Please revise this risk factor to clarify whether your license to ADi™ is subject to "march-
in" rights.
Use of Proceeds, page 26
7.We note that you intend to use the net proceeds from the offering to fund the
commencement of Phase I/IIa clinical testing.  If a material amount of other funds is
necessary to complete the Phase I/IIa clinical trial, please revise your disclosure to

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc.
 November 12, 2019 Page 3
 FirstName LastNameAmro Albanna
ADiTx Therapeutics, Inc.
November 12, 2019
Page 3
state the amount necessary to complete the clinical trial and sources of such other funds.
Refer to Instruction 3 of Item 504 of Regulation S-K.
Dilution, page 28
8.Please update your table that illustrates the amount of dilution to an investor in the
offering to begin with the historical net tangible book value per share as of September 30,
2019. Please also clarify what the pro forma net tangible book value as of September 30,
2019 line caption is intended on capturing. In that regard, it is not clear what adjustments
are presented on a pro forma basis prior to the offering.
9.Please insert a table showing the number and percentage of common shares acquired by
existing shareholders and new investors and the consideration and percentage of
consideration paid by existing shareholders and new investors assuming 100% of the units
offered are sold. Please refer to Item 506  of Regulation S-K .
Liquidity, page 31
10.Please expand your disclosures to describe the course of action you have taken or
anticipate on taking as it relates to the various promissory notes and related party notes
payable that are currently in default as of December 31, 2018. In that regard, we
understand that the Company anticipates using some of the proceeds from the offering to
repay $126,100 of five promissory notes currently outstanding. It appears however that
even with paying off such notes, there will continue to remain amounts that are currently
in default. As such, please ensure your expanded disclosures highlight the potential
consequences of continued default and the constraints it may have on your future liquidity
and operating prospects, your ability to obtain additional financing and whether such
continued default may cause you to have to revise the amounts that could be dedicated to
your continued research and development activities. Refer to Section 501.13 of the
Financial Reporting Codification.
Management's Discussion and Analysis of Financial Condition and Plan of Operations
Results of Operations, page 31
11.Please revise the disclosure to disaggregate research and development expenses by nature
or type of expense for each period presented.
Critical Accounting Policies, page 32
12.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features.

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc.
 November 12, 2019 Page 4
 FirstName LastNameAmro Albanna
ADiTx Therapeutics, Inc.
November 12, 2019
Page 4
Business
ADi™ Key Differentiators, page 34
13.We note your heading "Better Safety Profile" and your statements that DNA-based
products "are generally considered safe" and that ADi™ has been "successfully tested in
several preclinical models and its efficacy can be attributed to multiple factors."  Please
revise your disclosure to remove any suggestion that your product candidate is safe or
effective, as determinations as to safety and efficacy are within the sole authority of the
FDA or comparable foreign regulatory authorities.
Proof of Concept: Skin Grafting, page 36
14.Please revise your disclosure to specify the number of mice on which the skin allograft
transplantation procedure was done.  Please also disclose, where appropriate, any
additional preclinical studies that will need to be completed prior to submitting an
Investigational New Drug application.
License Agreement with Loma Linda University, page 36
15.Please revise your disclosure regarding the LLU License Agreement to specify the annual
license fee and the aggregate development milestones payable.
Drug Approval Process, page 37
16.We note that you are working with a contract manufacturer for your plasmid DNA
molecules and patent-pending bacterial strain.  To the extent you have entered into an
agreement with the contract manufacturer, please describe the material terms of the
agreement and file the agreement as an exhibit to the registration statement, or tell us why
this is not required.  See Item 601 of Regulation S-K.
Plan of Operations, page 37
17.We note your disclosure that your first-in-human clinical studies will be in patients
requiring skin and other organ and/or tissue allografts.  Please revise your disclosure to
clarify the indication you will initially pursue.  In this regard, we note your disclosure on
page 38 that upon receipt of clearance to initiate clinical testing, your product will be
tested on patients with psoriasis and in patients who require skin allografting.
Target market, page 38
18.With reference to your disclosure on pages 13, 14 and 33, please expand your disclosure
to discuss the competitive business conditions and your competitive position in the
industry.  See Item 101(h)(4) of Regulation S-K.

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc.
 November 12, 2019 Page 5
 FirstName LastName
Amro Albanna
ADiTx Therapeutics, Inc.
November 12, 2019
Page 5
Intellectual Property (IP), page 39
19.Please expand your discussion of your licensed patent portfolio to disclose the types of
patents you hold (i.e., composition of matter, use or process) and the expiration or
expected expiration date of your patents and patent applications.
Management
Executive Officers and Directors, page 40
20.Please disclose for each director, the specific experience, qualifications, attributes or skills
that led to the conclusion that the person should serve as a director of the company in light
of the company's business and structure. See Item 401(e)(1) of Regulation S-K.
Executive and Director Compensation, page 46
21.We note your disclosure on page F-10 with respect to amounts owed to the CEO and other
consultants who provided services without payment during the year ended December 31,
2018.  If these amounts remain outstanding, please revise your disclosure in this section as
appropriate to indicate any compensation that has not been paid.
Security Ownership of Beneficial Owners and Management, page 48
22.Please revise the column at the far right of your table to show shares beneficially owned
and corresponding percentage upon completion of the offering, as opposed to
"beneficially owned after maximum."
General
23.Please provide us proofs of all graphics, visual, or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.
Please note that we may have comments regarding this material.
            You may contact Ameen Hamady at 202-551-3891, or Daniel Gordon at 202-551-3486,
if you have questions regarding comments on the financial statements and related
matters.  Please contact Paul Fischer at 202-551-3415, or Irene Paik at 202-551-6553, with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Friedman, Esq.

CORRESP
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September 7, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Ms. Tonya Aldave

    Re:
    ADiTx Therapeutics, Inc. Offering Statement on Form 1-A/A

Filed September 4, 2018

File No. 024-10825

Ladies and Gentlemen:

On behalf of ADiTx Therapeutics,
Inc. (the “Company”), I hereby request qualification of the above-referenced Offering Statement at 5:00 p.m. Eastern
Time on Tuesday, September 11, 2018, or as soon thereafter as is practicable.

Once the Offering Statement is
qualified, please orally confirm the event with our counsel, Sheppard Mullin, Richter & Hampton LLP, by calling Richard Friedman
at (212) 634-3031.

Sincerely,

ADiTx Therapeutics, Inc.

By: /s/Amro Albanna

 Amro Albanna

 Chief Executive Officer

ADiTx
Therapeutics, Inc.

11161
Anderson St., Suite 105-10014 Loma Linda, CA 92354

www.aditxt.com

CORRESP
1
filename1.htm

August 17, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    ADiTx Therapeutics, Inc.

Amendment No. 4 to Offering Statement on Form 1-A

Filed on August 7, 2018

File No. 024-10825

Ladies and Gentlemen:

This letter sets forth
the responses of ADiTx Therapeutics, Inc., a Delaware corporation (the “Company” or “we”),
to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
concerning Amendment No. 4 to the Company’s Offering Statement on Form 1-A (File No. 024-10825) filed with the Commission
on August 7, 2018 (the “Amended Offering Statement”).

References in the text
of the responses herein to captions and page numbers are to Amendment No. 5 to the Company’s Form 1-A (the “Fifth
Amended Offering Statement”), which is being filed herewith.

Offering Statement on Form 1-A

General

QUESTION: We note
the disclosure that you will not consummate the offering if your common stock is not listed on the Nasdaq Capital Market. Please
clarify if you are applying to have the Units listed as well. Please also explain when shareholders are able to separately trade
the common stock and warrants included in the Units.

RESPONSE: We have included additional
disclosure throughout the Fifth Amended Offering Statement to clarify that we will not apply to list the Units on the Nasdaq Capital
Market (“NASDAQ”). We have only applied to list our common stock on NASDAQ. Purchasers in the offering will be able
to trade our common stock upon approval of our listing application by NASDAQ. We have also included disclosure indicating that
the Common Stock and Warrants will be separately transferable immediately.

    ADiTx Therapeutics, Inc.

    11161 Anderson St., Suite 105-10014 Loma Linda, CA 92354

    www.aditxt.com

Summary

Best Efforts

QUESTION: Please clarify
here that he Underwriter is offering the Units on a best efforts basis, or advise.

RESPONSE: The offering is being made on
a best efforts basis by the Underwriter. We direct the Staff to “THE OFFERING” section included on page 8 under the
“SUMMARY” section of the Fifth Amended Offering Statement where we state clearly that the offering is being made on
a best efforts basis.

    Very truly yours,

    /s/ AMRO ALBANNA

    Amro Albanna

    Chief Executive Officer

    Cc:
    Richard A. Friedman

    Sheppard, Mullin, Richter & Hampton LLP

      2

August 14, 2018
Amro Albanna
Chief Executive Officer
ADiTx Therapeutics, Inc.
11161 Anderson St., Suite 105-10014
Loma Linda, CA 92354
Re:ADiTx Therapeutics, Inc.
Amendment No. 4 to Offering Statement on Form 1-A
Filed on August 7, 2018
File 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 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.We note the disclosure that you will not consummate the offering if your common stock is
not listed on the Nasdaq Capital Market.  Please clarify if you are applying to have the
Units listed as well.  Please also explain when shareholders are able to separately trade the
common stock and warrants included in the Units.

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc.
 August 14, 2018 Page 2
 FirstName LastName
Amro Albanna
ADiTx Therapeutics, Inc.
August 14, 2018
Page 2

Summary
Best Efforts, page 7
2.Please clarify here that he Underwriter is offering the Units on a best efforts basis, or
advise.
            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
otherquestions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Richard Friedman, Esq.

CORRESP
1
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August 6, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:

        ADiTx Therapeutics, Inc.

        Amendment No. 3 to Offering Statement on Form 1-A

        Filed on July 18, 2018

        File No. 024-10825

Ladies and Gentlemen:

This letter sets forth
the responses of ADiTx Therapeutics, Inc., a Delaware corporation (the “Company” or “we”),
to the oral comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) concerning Amendment No. 3 to the Company’s Offering Statement on Form 1-A (File No. 024-10825)
filed with the Commission on July 18, 2018 (the “Amended Offering Statement”).

References in the text
of the responses herein to captions and page numbers are to Amendment No. 4 to the Company’s Form 1-A (the “Fourth
Amended Offering Statement”), which is being filed herewith.

In addition to addressing
the Staff’s oral comments, we note that we have elected to increase the Minimum Offering Amount to $7,320,000. We have updated
disclosure through the Fourth Amended Offering Statement to reflect this change.

Amendment No. 3 to Offering Statement on Form 1-A

QUESTION:
Please fill in all remaining blanks in the Offering Circular and/or advise whether the Company intends to rely on Rule 253. Please
also confirm that all other outstanding Staff comments have been resolved.

RESPONSE: As requested,
we have filled in all remaining blanks in the Fourth Amended Offering Statement. We respectfully submit and confirm that these
changes address all outstanding comments from the Staff.

Very truly yours,

/s/ AMRO ALBANNA

Amro Albanna

Chief Executive Officer

Cc:  Richard A. Friedman

Sheppard,
Mullin, Richter & Hampton LLP

ADiTx
Therapeutics, Inc.

11161
Anderson St., Suite 105-10014 Loma Linda, CA 92354

www.aditxt.com

CORRESP
1
filename1.htm

July 17, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    ADiTx
                                         Therapeutics, Inc.

        Amendment No. 2 to Offering
        Statement on Form 1-A

        Filed on July 3, 2018

        File No. 024-10825

Ladies and Gentlemen:

This
letter sets forth the responses of ADiTx Therapeutics, Inc., a Delaware corporation (the “Company” or “we”),
to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
by letter dated July 13, 2018 concerning Amendment No. 2 to the Company’s Offering Statement on Form 1-A (File No. 024-10825)
filed with the Commission on July 3, 2018 (the “Amended Offering Statement”).

The
numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in its letter to
the Company dated July 13, 2018. References in the text of the responses herein to captions and page numbers are to Amendment
No. 3 to the Company’s Form 1-A (the “Third Amended Offering Statement”) which is being filed herewith.
For your convenience, we set forth each comment from your letter in bold typeface and include the Company’s response below
it.

Amendment No. 2
to Offering Statement on Form 1-A

Capitalization,
page 39

 1. In
                                         the third paragraph in this section, we note the disclosure that prior to this offering
                                         you entered into private placement transactions. Please include the dates of those transactions,
                                         including the date of issuance of the Private Placement Warrants.

RESPONSE:
We have included the requested disclosure in the Third Amended Offering Statement.

 2. We
                                         note your response to our prior comment 6 and reissue in part. Please have counsel revise
                                         Exhibit 12.1 to state that the units will constitute a binding obligation of the company.
                                         Refer to Section II.B.1.h of the Staff Legal Bulletin No. 19, available on our website
                                         www.sec.gov.

ADiTx
Therapeutics, Inc.

11161
Anderson St., Suite 105-10014 Loma Linda, CA 92354

www.aditxt.com

RESPONSE:
We have filed the revised legal opinion of Sheppard, Mullin, Richter & Hampton LLP, the Company’s counsel, to the Third
Amended Offering Statement.

Very truly yours,

/s/ AMRO ALBANNA

Amro Albanna

Chief Executive Officer

Cc: Richard A. Friedman

      Sheppard,
Mullin, Richter & Hampton LLP

    2

July 13, 2018
Amro Albanna
Chief Executive OfficerADiTx Therapeutics, Inc.11161 Anderson St., Suite 105-10014Loma Linda, CA 92354
Re: ADiTx Therapeutics, Inc.
Amendment No. 2 to Offering Statement on Form 1-AFiled on July 3, 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 June 11, 2018 letter.
Amendment No. 2 to Offering Statement on Form 1-A
Capitalization, page 39
1. In the third paragraph in this section, we note the disclosure that prior to this offering you
entered into private placement transactions.  Please include the dates of those transactions,including the date of issuance of the Private Placement Warrants.
Exhibits
2. We note your response to our prior comment 6 and reissue in part.  Please have counsel
revise Exhibit 12.1 to state that the units will constitute a binding obligation of theDIVISION OF
CORPORATION FINANCE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON , D.C. 20549

 FirstName LastNameAmro Albanna
 Comapany NameADiTx Therapeutics, Inc. July 13, 2018 Page 2
 FirstName LastNameAmro Albanna
ADiTx Therapeutics, Inc.July 13, 2018Page 2
company. Refer to Section II.B.1.h of Staff Legal Bulletin No. 19, available on our
website www.sec.gov .
            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. Pleasecontact Tonya K. Aldave at (202) 551-3601 or Susan Block at (202) 551-3210 with any otherquestions.
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Richard Friedman, Esq.

CORRESP
1
filename1.htm

July 3, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:

        ADiTx Therapeutics, Inc.

        Amendment No. 1 to Offering Statement on Form 1-A

        Filed May 25, 2018

        File No. 024-10825

Ladies and Gentlemen:

This letter sets forth
the responses of ADiTx Therapeutics, Inc., a Delaware corporation (the “Company” or “we”),
to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
by letter dated June 11, 2018 concerning Amendment No. 1 to the Company’s Offering Statement on Form 1-A (File No. 024-10825)
filed with the Commission on May 25, 2018 (the “Amended Offering Statement”).

The numbers of the
responses in this letter correspond to the numbers of the Staff’s comments as set forth in its letter to the Company dated
June 11, 2018. References in the text of the responses herein to captions and page numbers are to Amendment No. 2 to the Company’s
Form 1-A (the “Second Amended Offering Statement”) which is being filed herewith. For your convenience, we set
forth each comment from your letter in bold typeface and include the Company’s response below it.

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 offering statement, under “Securities Being Offered,”
at page 46, about the provision, its scope, its enforceability and its potential impact on the rights of investors. Please also
include a risk factor to discuss the effects of the provision, including the possibility that the exclusive forum provision may
discourage stockholder lawsuits, or limit stockholders’ ability to bring a claim in a judicial forum that it finds favorable
for disputes with the company and its officers and directors.

RESPONSE: We have included
the requested disclosure and risk factor in the Second Amended Offering Statement.

ADiTx
Therapeutics, Inc.

11161
Anderson St., Suite 105-10014 Loma Linda, CA 92354

www.aditxt.com

 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 revise throughout to remove references to the greater amount that may be required
to receive Nasdaq 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 not include a specific minimum offering amount.

RESPONSE: We have revised our
disclosure to reflect only a $6,000,000 minimum offering in the Second Amended Offering Statement.

 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 legally issued, or
advise.

RESPONSE: We have filed the
revised legal opinion of Sheppard, Mullin, Richter & Hampton LLP, the Company’s counsel, as an exhibit to the
Second Amended Offering Statement.

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 reference to the Securities
Being Offered section on page 46. We also note that there is no additional information about this minimum investment on page 46
or in any other section of the offering statement. Please revise to explain what criteria, if any, you will use to determine whether
to accept investments in the amount of less than $600.

RESPONSE: We have revised our
disclosure to reflect only a $600 minimum offering in the Second Amended Offering Statement. We have retracted language describing
the Company’s ability to accept investments smaller than the minimum investment.

Exhibits

 5. Please file the executed copy of the Escrow Deposit Agreement, Exhibit
6.4, prior to qualification.

RESPONSE: We have filed an executed
copy of the Escrow Agreement as an exhibit to the Second Amended Offering Statement.

    2

 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 our website www.sec.gov.

RESPONSE: We have
filed the revised legal opinion of Sheppard, Mullin, Richter & Hampton LLP, the Company’s counsel, as an exhibit to
the Second Amended Offering Statement.

 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 upon request. Please advise if,
or how, that list differs from exhibit A, Patent Rights, in Exhibit 6.1, Patent and Technology License Agreement. If that is not
the same information as you are requesting confidential treatment for, please provide us with the materials that you indicate 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 already given to potential investors.

RESPONSE: We have filed revised
testing the waters materials as an exhibit to the Second Amended Offering Statement in order to withdraw the ability of potential
investors to request our patent portfolio list. We confirm that no potential investors have requested our patent portfolio list,
and that the Company maintains the position that such list is proprietary and confidential.

Very truly yours,

/s/ AMRO ALBANNA

Amro Albanna

Chief Executive Officer

Cc:  Richard A. Friedman

Sheppard,
Mullin, Richter & Hampton LLP

3

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
Office of Transportation and Leisure
cc:       Richard Friedman

CORRESP
1
filename1.htm

May 25, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:

        ADiTx Therapeutics, Inc.

        Offering Statement on Form 1-A

        Filed March 30, 2018

        File No. 024-10825

Ladies and Gentlemen:

This letter sets forth
the responses of ADiTx Therapeutics, Inc., a Delaware corporation (the “Company” or “we”),
to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
by letter dated April 26, 2018 concerning the Company’s Offering Statement on Form 1-A (File No. 024-10825) filed with the
Commission on March 30, 2018 (the “Offering Statement”).

The numbers of the
responses in this letter correspond to the numbers of the Staff’s comments as set forth in its letter to the Company dated
April 26, 2018. References in the text of the responses herein to captions and page numbers are to Amendment No. 1 to Form 1-A
(the “Amended Offering Statement”) which is being filed herewith. For your convenience, we set forth each comment
from your comment letter in bold typeface and include the Company’s response below it.

Offering Statement on Form

1-A General

 1. Please fill in the blanks in the document with your next amendment.

RESPONSE: We have filled in the applicable
blanks in the Amended Offering Statement.

 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.

RESPONSE:
Neither the Underwriter nor any affiliate of the issuer has the right to purchase Units in the primary offering of such securities
in order to meet the Minimum Offering Amount. We have included this disclosure on the cover page of the Amended Offering Statement.

ADiTx
Therapeutics, Inc.

11161
Anderson St., Suite 105-10014 Loma Linda, CA 92354

www.aditxt.com

 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.

RESPONSE: We have included a description
of that consulting agreement in the “Business” section of the Amended Offering Statement. We have also attached that
agreement as an exhibit to the Amended Offering Statement.

 4. Please include information required by Item 510 of Regulation S-K.

RESPONSE: We have included information
required by Item 510 of Regulation S-K in the Amended Offering Statement.

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 clarify 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.

RESPONSE: The Company intends
for this Offering to qualify as a financing round pursuant to the terms of the License Agreement and to pay the Milestone Fee from
the proceeds of this Offering. We have included an additional risk factor in the Amended Offering Statement to address the risk
that we may not be able to meet or pay 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.

RESPONSE:
We have provided the requested disclosure in the “Use of Proceeds” section of the Amended 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.

RESPONSE: We have provided
the requested disclosure in the “Business” section of the Amended Offering Statement.

 8. Please clarify in this section, if true, that you have not yet submitted
an application for any products to the FDA.

RESPONSE: We have clarified our
disclosure, as requested, in the “Business” section of the Amended Offering Statement.

 9. Please disclose the number of your employees. Refer to Item 101(h)(4)(xii)
of Regulation S-K.

RESPONSE: We have 1 part-time
employee and 1 full-time employee. We have included the number of employees, as required by Item 101(h)(4)(xii) of Regulation S-K
in the Amended Offering Statement.

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.

RESPONSE: The Company will owe
royalty payments of (i) 1.5% of Net Product Sales and Net Service Sales on any Licensed Products (defined as any finished pharmaceutical
products which utilizes the LLU Patent and Technology Rights in its development, manufacture
or supply), and (ii) 0.75% of Net Product Sales and Net Service Sales for Licensed Products and Licensed Services not covered by
a valid patent claim for technology rights and know-how for a three (3) year period beyond the expiration of all valid patent claims.
The Company has attached the Patent and License Agreement with Loma Linda University as an exhibit to the Amended Offering Statement.

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.

RESPONSE: We have included
additional details concerning members of the Company’s board of directors and their qualifications in the Amended Offering
Statement. Additionally, we have included statements as to why we think each individual director is qualified to serve.

Escrow Agent and Deposit of Offering
Proceeds, page 49

 12. Please file the Escrow Agreement as an exhibit.

RESPONSE: We have attached a Form of Escrow
Agreement as an Exhibit to the Amended Offering Statement.

    Very truly yours,

    /s/ AMRO ALBANNA

    Amro Albanna

    Chief Executive Officer

Cc:  Richard A. Friedman

Sheppard, Mullin, Richter & Hampton
LLP

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