SecProbe.io

CORRESP
 1
 filename1.htm

 ThinkEquity LLC

 17 State Street, 41 st Floor

 New York, NY 10004

 August 4,
 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:

 Biovie Inc. (“Company”)
 Registration Statement on Form S-1
 (File No. 333-288525) (the “Registration
 Statement”)

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), ThinkEquity LLC, as representative of the underwriters, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on August
6, 2025 or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act, please
be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution
of the security, as many copies of the proposed form of 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.

 Very truly yours,

 THINKEQUITY LLC

 By:
 /s/ Kevin Mangan

 Name:
 Kevin Mangan

 Title:
 Managing Director, Head of Equity Syndicate

CORRESP
 1
 filename1.htm

 BIOVIE INC.

 680 W Nye Lane Suite 201

 Carson City, NV 89703

 (775) 888-3162

 August 4, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 BioVie Inc.
 Registration Statement on Form S-1 (File No. 333-288525)
 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, BioVie Inc. (the " Registrant ") hereby requests that the Securities and Exchange
Commission (the " Commission ") accelerate the effective date of the above-referenced Registration Statement on Form
S-1 (as amended, the " Registration Statement ") so that the Registration Statement will be declared effective as of
5:00 p.m. Eastern Time, on August 6, 2025, or as soon thereafter as practicable. The Registrant
hereby also authorizes Stephen Older and Carly Ginley of McGuireWoods LLP to orally modify or withdraw this request for acceleration.

 Once the Registration Statement
has been declared effective, please orally confirm that event with Stephen Older of McGuireWoods LLP at (212) 548-2122, or in his absence,
Carly Ginley at (704) 343-2161.

 Thank you for your assistance
in this matter.

 Very truly yours,

 BIOVIE INC.

 /s/ Joanne Wendy Kim

 Name:
 Joanne Wendy Kim

 Title:
 Chief Financial Officer

 cc:
 Stephen Older, McGuireWoods LLP

 Carly Ginley, McGuireWoods LLP

CORRESP
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 filename1.htm

 ThinkEquity LLC

 17 State Street, 41 st Floor

 New York, NY 10004

 July 24, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:

 Biovie Inc. (“Company”)
 Registration Statement on Form S-1
 (File No. 333-288525) (the “Registration
 Statement”)

 Ladies and Gentlemen:

 Reference is made to our letter, filed as correspondence
via EDGAR on July 22, 2025, in which we provided request for acceleration of the effective date of the above-referenced Registration Statement
for July 24, 2025, at 5:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer
requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration
of the effective date.

 Very truly yours,

 THINKEQUITY LLC

 By:
 /s/ Kevin Mangan

 Name:
 Kevin Mangan

 Title:
 Managing Director, Head of Equity Syndicate

CORRESP
 1
 filename1.htm

 BIOVIE INC.

 680 W Nye Lane Suite 201

 Carson City, NV 89703

 (775) 888-3162

 July 24, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 BioVie Inc.
 Registration Statement on Form S-1 (File No. 333-288525)
 Withdrawal of Prior Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Reference is made to our letter,
filed as correspondence via EDGAR on July 22, 2025, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement on Form S-1 (as amended, the " Registration Statement ") for 5:00 p.m. Eastern Time, on July 24,
2025, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

 If you have any questions regarding
this request, please contact Stephen Older of McGuireWoods LLP at (212) 548-2122, or in his absence, Carly Ginley at (704) 343-2161.

 Thank you for your assistance
in this matter.

 Very truly yours,

 BIOVIE INC.

 /s/ Joanne Wendy Kim

 Name:
 Joanne Wendy Kim

 Title:
 Chief Financial Officer

 cc:
 Stephen Older, McGuireWoods LLP

 Carly Ginley, McGuireWoods LLP

CORRESP
 1
 filename1.htm

 BIOVIE INC.

 680 W Nye Lane Suite 201

 Carson City, NV 89703

 (775) 888-3162

 July 22, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 BioVie Inc.
 Registration Statement on Form S-1 (File No. 333-288525)
 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, BioVie Inc. (the “ Registrant ”) hereby requests that the Securities and Exchange
Commission (the “ Commission ”) accelerate the effective date of the above-referenced Registration Statement on Form
S-1 (as amended, the “ Registration Statement ”) so that the Registration Statement will be declared effective as of
5:00 p.m. Eastern Time, on July 24, 2025, or as soon thereafter as practicable. The Registrant hereby
also authorizes Stephen Older and Carly Ginley of McGuireWoods LLP to orally modify or withdraw this request for acceleration.

 Once the Registration Statement
has been declared effective, please orally confirm that event with Stephen Older of McGuireWoods LLP at (212) 548-2122, or in his absence,
Carly Ginley at (704) 343-2161.

 Thank you for your assistance
in this matter.

 Very truly yours,

 BIOVIE INC.

 /s/ Joanne Wendy Kim

 Name:
 Joanne Wendy Kim

 Title:
 Chief Financial Officer

 cc:
 Stephen Older, McGuireWoods LLP

 Carly Ginley, McGuireWoods LLP

CORRESP
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 filename1.htm

 ThinkEquity LLC

 17 State Street, 41 st Floor

 New York, NY 10004

 July 22, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:

 Biovie Inc. (“Company”)
 Registration Statement on Form S-1
 (File No. 333-288525) (the “Registration
 Statement”)

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on July
24, 2025 or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act, please
be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution
of the security, as many copies of the proposed form of 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.

 Very truly yours,

 THINKEQUITY LLC

 By:
 /s/ Kevin Mangan

 Name:
 Kevin Mangan

 Title:
 Managing Director, Head of Equity Syndicate

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Cuong Do
Chief Executive Officer
BioVie Inc.
680 W Nye Lane Suite 201
Carson City, NV 89703

 Re: BioVie Inc.
 Draft Registration Statement on Form S-1
 Submitted May 15, 2025
 CIK No. 0001580149
Dear Cuong Do:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days 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 Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Stephen E. Older, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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BioVie Inc.

680 W Nye Lane

Suite 204

Carson City, NV 89703

November 29, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jessica Dickerson

    Re:
    BioVie Inc.

    Registration Statement on Form S-1

    File No. 333-283394

Dear Ms. Dickerson:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, BioVie Inc., a Nevada corporation, hereby respectfully requests that the effective date of the above-captioned registration
statement on Form S-1 (the “Registration Statement”) be accelerated so that the Registration Statement will become
effective at 4:00 p.m., Eastern Time, on December 2, 2024, or as soon as practicable thereafter.

Please contact Michael S. Lee (michael.lee@reedsmith.com
/ telephone: (212) 549-0358) of Reed Smith LLP with any questions and please notify when this request for acceleration has been granted.

    Sincerely,

    By:
    /s/ Joanne Wendy Kim

    Name:
    Joanne Wendy Kim

    Title:
    Chief Financial Officer

    cc:
    Michael S. Lee, Reed Smith LLP

November 26, 2024
Cuong Do
Chief Executive Officer
BioVie Inc.
680 W Nye Lane Suite 201
Carson City, NV 89703
Re:BioVie Inc.
Registration Statement on Form S-1
Filed November 21, 2024
File No. 333-283394
Dear Cuong Do:
            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:Michael S. Lee, Esq.

United States securities and exchange commission logo
April 5, 2024
Joanne Wendy Kim
Chief Financial Officer
BIOVIE INC.
680 W Nye Lane, Suite 204
Carson City, NV 89703
Re:BIOVIE INC.
Form 10-K for the Fiscal Year Ended June 30, 2023
Filed August 16, 2023
File No. 001-39015
Dear Joanne Wendy Kim:
            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

CORRESP
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BIOVIE INC.

680 W Nye Lane, Suite 204

Carson City, NV 89703

March 15, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Office of Life Sciences

 Re: BIOVIE INC.

Form 10-K for the Fiscal Year Ended June 30, 2023

Filed August 16, 2023

File No. 001-39015

Ladies and Gentlemen:

On behalf of BioVie Inc. (the “Company”),
I am pleased to submit this letter in response to the written comments of the Staff of the U.S. Securities and Exchange Commission (the
“Commission”) received on March 13, 2024 (the “Comment Letter”) to the above-referenced Registration
Statement on Form 10-K for the Fiscal Year Ended June 30, 2023 filed with the Commission by the Company on August 16, 2023 (the “Form
10-K”).

To assist your review, set forth below in bold
is the comment of the Staff contained in the Comment Letter. Immediately below each reproduced comment is the response of the Company
with respect thereto.

Form 10-K for the Fiscal Year Ended June 30, 2023

Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

Research and Development Expenses, page 32

 1. Please revise your future filings to disclose the costs incurred during each period presented for each of your key research and development
projects or key programs separately. If you do not track your research and development costs by project or program, please disclose that
fact and explain why you do not maintain and evaluate research and development costs by project or program. For amounts that are not tracked
by project or program, provide other quantitative or qualitative disclosure that provides more transparency as to the type of research
and development expenses incurred (i.e. by nature or type of expense) which should reconcile to total research and development expense
on the Statements of Operations.

     -1-

The Company acknowledges the Staff’s comment and confirms
that it will revise its future filings to disclose the costs incurred during each period presented for each of its key research and development
projects or key programs separately. To the extent that that Company does not track its research and development costs by project or program,
the Company confirms that it will disclose that fact and explain why it does not maintain and evaluate research and development costs
by project or program. For amounts that are not tracked by project or program, the Company will provide other quantitative or qualitative
disclosure that provides more transparency as to the type of research and development expenses incurred (i.e. by nature or type of expense)
which would reconcile to total research and development expense on the Statements of Operations.

Please contact me at (775) 446-0517 if I can
further assist your review of the Form 10-K.

    Very truly yours,

    BIOVIE INC.

    By:
    /s/ Joanne Wendy Kim

    Name:
    Joanne Wendy Kim

    Title:
    Chief Financial Officer

cc:
Anthony J. Marsico, Reed Smith LLP

Michael
S. Lee, Reed Smith LLP

     -2-

United States securities and exchange commission logo
March 13, 2024
Joanne Wendy Kim
Chief Financial Officer
BIOVIE INC.
680 W Nye Lane, Suite 204
Carson City, NV 89703
Re:BIOVIE INC.
Form 10-K for the Fiscal Year Ended June 30, 2023
Filed August 16, 2023
File No. 001-39015
Dear Joanne Wendy Kim:
            We have limited our review of your filing to the financial statements and related
disclosures 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
this 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.
Form 10-K for the Fiscal Year Ended June 30, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research and Development Expenses, page 32
1.Please revise your future filings to disclose the costs incurred during each period
presented for each of your key research and development projects or key programs
separately. If you do not track your research and development costs by project or program,
please disclose that fact and explain why you do not maintain and evaluate research and
development costs by project or program. For amounts that are not tracked by project or
program, provide other quantitative or qualitative disclosure that provides more
transparency as to the type of research and development expenses incurred (i.e. by nature
or type of expense) which should reconcile to total research and development expense on
the Statements of Operations.

 FirstName LastNameJoanne Wendy Kim
 Comapany NameBIOVIE INC.
 March 13, 2024 Page 2
 FirstName LastName
Joanne Wendy Kim
BIOVIE INC.
March 13, 2024
Page 2
            In closing, 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 Christine Torney at 202-551-3652 or Vanessa Robertson at 202-551-3649
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
August 25, 2023
Cuong Do
Chief Executive Officer
BIOVIE INC.
680 W Nye Lane Suite 204
Carson City, NV 89703
Re:BIOVIE INC.
Registration Statement on Form S-3
Filed August 18, 2023
File No. 333-274083
Dear Cuong Do:
            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:       Michael S. Lee, Esq.

CORRESP
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BioVie Inc.

680 W Nye Lane

Suite 204

Carson City, NV 89703

August 24, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn: Doris Gama

    Re:
    BioVie Inc.

    Registration Statement on Form S-3

    File No. 333-274083

Dear Ms. Gama:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, BioVie Inc., a Nevada corporation, hereby respectfully requests that the effective date of the above-captioned registration
statement on Form S-3 (the “Registration Statement”) be accelerated so that the Registration Statement will become
effective at 4:00 p.m., Eastern Time, on August 28, 2023, or as soon as practicable thereafter.

Please contact Michael S. Lee (michael.lee@reedsmith.com
/ telephone: (212) 549-0358) of Reed Smith LLP with any questions and please notify when this request for acceleration has been granted.

[Signature Page Follows]

    Sincerely,

    By:
    /s/ Joanne Wendy Kim

    Name:
     Joanne Wendy Kim

    Title:
    Chief Financial Officer

    cc:
    Michael S. Lee, Wendy Grasso, Reed Smith LLP

[Signature Page to Acceleration Request]

CORRESP
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BioVie Inc.

680 W Nye Lane

Suite 204

Carson City, NV 89703

April 7, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jimmy McNamara

    Re:
    BioVie Inc.

    Registration Statement on Form S-3

    File No. 333-271054

Dear Mr. McNamara:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, BIOVIE INC. a Nevada corporation, hereby respectfully requests that the effective date of the above-captioned registration
statement on Form S-3 (the “Registration Statement”) be accelerated so that the Registration Statement will become
effective at 4:00 p.m., Eastern Time, on April 10, 2023, or as soon as practicable thereafter.

Please contact Michael S. Lee (michael.lee@reedsmith.com
/ telephone: (212) 549-0358) of Reed Smith LLP with any questions and please notify when this request for acceleration has been granted.

[Signature Page Follows]

    Sincerely,

    By:
    /s/ Joanne Wendy Kim

    Name:
     Joanne Wendy Kim

    Title:
    Chief Financial Officer

    cc:
    Michael S. Lee, Wendy Grasso, Reed Smith LLP

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
April 6, 2023
Wendy Kim
Chief Financial Officer
BIOVIE INC.
680 W Nye Lane Suite 204
Carson City, NV 89703
Re:BIOVIE INC.
Registration Statement on Form S-3
Filed March 31, 2023
File No. 333-271054
Dear Wendy Kim:
            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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Lee

CORRESP
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BioVie Inc.

680 W Nye Lane

Suite 204

Carson City, NV 89703

April 6, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jimmy McNamara

    Re:
    Mondee Holdings, Inc.

    Registration Statement on Form S-3

    File No. 333-271054

Dear Mr. McNamara:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, BIOVIE INC. a Nevada corporation, hereby respectfully requests that the effective date of the above-captioned registration
statement on Form S-3 (the “Registration Statement”) be accelerated so that the Registration Statement will become
effective at 4:00 p.m., Eastern Time, on April 10, 2023, or as soon as practicable thereafter.

Please contact Michael S. Lee (michael.lee@reedsmith.com
/ telephone: (212) 549-0358) of Reed Smith LLP with any questions and please notify when this request for acceleration has been granted.

[Signature Page Follows]

    Sincerely,

    By:
    /s/ Joanne Wendy Kim

    Name:
     Joanne Wendy Kim

    Title:
    Chief Financial Officer

    cc:
    Michael S. Lee, Wendy Grasso, Reed Smith LLP

[Signature Page to Acceleration Request]

CORRESP
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BioVie Inc.

2120 Colorado Avenue, #230

Santa Monica, California 90404

February 1, 2021

Tim Buchmiller

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, NW

Washington, D.C. 20549

 Re: Biovie Inc. (the “Company”)

Registration Statement on Form S-3

File No. 333-252386

Dear Mr. Buchmiller:

The Company hereby requests that the effective
date and time of the above referenced Registration Statement be accelerated to 5:00 pm on February 2, 2021 or as soon thereafter
as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended.

Sincerely,

BIOVIE INC.

/s/ Joanne Wendy Kim

By:____________________________

Name: Joanne Wendy Kim

Title: Chief Financial Officer and
Corporate Secretary

United States securities and exchange commission logo
January 29, 2021
Terren S. Peizer
Chief Executive Officer
BioVie Inc.
2120 Colorado Avenue, #230
Santa Monica, California 90404
Re:BioVie Inc.
Registration Statement on Form S-3
Filed January 22, 2021
File No. 333-252386
Dear Mr. Peizer:
            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:       Lili Taheri, Esq.

March 30, 2020
Terren Peizer
Chairman and Chief Executive Officer
BioVie Inc.
2120 Colorado Avenue #230
Santa Monica, CA 90404
Re:BioVie Inc.
Amendment No. 9 to Registration Statement on Form S-1
Filed March 11, 2020
File No. 333-231136
Dear Mr. Peizer:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 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.
Amendment No. 9 to Registration Statement on Form S-1 filed March 11, 2020
Cover page
1.Please expand your disclosure to state the date the offering will end. Additionally, state
whether the Company has made arrangements for funds to be placed in escrow and if not,
state this fact and describe the effect on investors. Refer 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.

 FirstName LastNameTerren Peizer
 Comapany NameBioVie Inc.
 March 30, 2020 Page 2
 FirstName LastName
Terren Peizer
BioVie Inc.
March 30, 2020
Page 2
             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 Christine Westbrook at 202-551-5019 or Mary Beth Breslin at 202-551-
3625 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mitchell S. Nussbaum, Esq.

CORRESP
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BioVie Inc.

2120 Colorado Avenue, #230

Santa Monica, California 90404

September 16, 2020

Christine Westbrook

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, NW

Washington, D.C. 20549

 Re: Biovie Inc

Registration Statement on Form S-1

File No. 333-231136

Registration Statement on Form 8-A

File No. 001-39015

Dear Ms. Westbrook:

The Company hereby requests, pursuant to
Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the above-referenced
filings so that such registration statements will become effective as of 5:00 pm on September 17, 2020, or as soon thereafter
as practicable. By separate letter, the underwriter for the issuance of the securities being registered join in this
request.

Sincerely,

/s/ Joanne Wendy Kim_____________

Joanne Wendy Kim, Chief Financial
Officer and Corporate Secretary

CORRESP
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ThinkEquity

A division of Fordham
Financial Management, Inc.

17
State Street, 22nd Floor

New York, NY 10004

September 16, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Re:
    BIOVIE, INC.

    Registration Statement on Form S-1 (Registration No. 333-231136)

    Concurrence in Acceleration Request

Ladies and Gentlemen:

ThinkEquity, a division
of Fordham Financial Management, Inc., on behalf of itself and Kingswood Capital Markets, a Division of Benchmark Investments,
Inc., jointly as sole book-runner for the above-referenced offering (“Book-runner”), hereby concurs in the request
by BioVie, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:00 P.M. Eastern Time
on Thursday, September 17, 2020, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Book-runner
affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    THINKEQUITY

    By:
    /s/ Priyanka Mahajan

    Name:
    Priyanka Mahajan

    Title:
    Managing Director

United States securities and exchange commission logo
August 25, 2020
Terren Peizer
Chairman and Chief Executive Officer
BioVie Inc.
2120 Colorado Avenue #230
Santa Monica, CA 90404
Re:BioVie Inc.
Amendment No. 11 to Registration Statement on Form S-1
Filed August 21, 2020
File No. 333-231136
Dear Mr. Peizer:
            We have reviewed your amended registration statement 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 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.
Amendment No. 11 to Form S-1 filed on August 21, 2020
Cover page
1.We refer to comment 1 in our letter dated October 3, 2019 and your disclosure that there
can be no assurance your application to list your Class A common stock on the Nasdaq
Capital Market will be approved. Please tell us whether the offering is contingent upon
securing Nasdaq listing approval and if it is not, please revise your cover page to clarify
this fact.

 FirstName LastNameTerren Peizer
 Comapany NameBioVie Inc.
 August 25, 2020 Page 2
 FirstName LastName
Terren Peizer
BioVie Inc.
August 25, 2020
Page 2
            Please contact Mary Beth Breslin at 202-551-3625 or Christine Westbrook at 202-551-
5019 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mitchell S. Nussbaum, Esq.

CORRESP
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BioVie Inc.

2120 Colorado Avenue, #230

Santa Monica, California 90404

November 7, 2019

VIA EDGAR

Christine Westbrook

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, NW

Washington, D.C. 20549

Re: 	Biovie Inc (the “Company”)

Registration Statement on Form S-1

File No. 333-231136

Registration Statement on Form 8-A/A

File No. 001-39015

Dear Ms. Westbrook:

Reference is made to
our letter, filed as correspondence via EDGAR on November 5, 2019, in which the Company requested for acceleration of the effective
date of the above-referenced Registration Statements for Thursday November 7, 2019, at 5:00 p.m., ET, or as soon thereafter as
practicable. The Company hereby formally withdraw our request for acceleration of the effective date.

Sincerely,

/s/ Joanne Wendy Kim

Joanne Wendy Kim, Chief Financial
Officer and Corporate Secretary

CORRESP
1
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ThinkEquity

A division of Fordham Financial Management,
Inc.

17 State Street, 22nd Floor

New York, NY 10004

November 7,
2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F St., N.E.

Washington, D.C. 20549

 Re: BioVie Inc.

Registration Statement on Form S-1

File No. 333-231136

Dear Ms. Westbrook:

Reference is made to our letter, filed as correspondence
via EDGAR on November 5, 2019, in which we, as representative of the underwriters of the offering, joined BioVie Inc.’s request
for acceleration of the effective date of the above-referenced Registration Statement for Thursday, November 7, 2019, at 5:00 p.m.
Eastern Time. BioVie Inc. is no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    ThinkEquity

    A division of Fordham Financial Management, Inc.

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
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ThinkEquity

A division of Fordham Financial Management,
Inc.

17 State Street, 22nd Floor

New York, NY 10004

November 5,
2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F St., N.E.

Washington, D.C. 20549

 Re: Biovie Inc

Registration Statement on Form S-1

File No. 333-231136

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), ThinkEquity, a division of Fordham Financial Management, Inc.,
as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 5:00 p.m. Eastern Time on November 7, 2019, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies of the proposed form of 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.

    Very truly yours,

    ThinkEquity

    A division of Fordham Financial Management, Inc.

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
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BioVie Inc.

2120 Colorado Avenue, #230

Santa Monica, California 90404

November 5, 2019

Christine Westbrook

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, NW

Washington, D.C. 20549

 Re: Biovie Inc

Registration Statement on Form S-1

File No. 333-231136

Registration Statement on Form 8-A/A

File No. 001-39015

Dear Ms. Westbrook:

The Company hereby requests, pursuant to Rule
461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the above-referenced filings
so that such registration statements will become effective as of 5:00pm on November 7, 2019, or as soon thereafter as practicable.
By separate letter, the underwriter for the issuance of the securities being registered join in this request.

Sincerely,

/s/ Joanne Wendy Kim

Joanne Wendy Kim, Chief Financial
Officer and Corporate Secretary

CORRESP
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October 4, 2019

Christine Westbrook

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: BioVie Inc.

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

Filed October 2, 2019

File No. 333-231136

Dear Ms. Westbrook:

BioVie Inc. (the “Company”)
hereby provides responses (the “Response Letter”) to a comment issued in a letter dated October 3, 2019 (the “Staff
Letter”) regarding Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed October 2, 2019 (the
“Registration Statement”).

In order to facilitate the review by
the staff of the Securities and Exchange Commission (the “Staff”) of the Response Letter the numbered paragraph
set forth below corresponds to the numbered paragraph in the Staff Letter.

Amendment No. 4 to Registration
Statement on Form S-1 filed on October 2, 2019

Description of Capital Stock

Warrants to be Issued in this Offering

Exchange Listing, page 52

We note your disclosure that no
assurance can be given that you will be successful in listing the warrants on Nasdaq. Please clarify here and on the cover page
whether the offering is contingent on your securing listing approval for the warrants.

COMPANY RESPONSE: The Company has
added the requested disclosure to Description of Capital Stock section and to the prospectus cover page.

Please let me know if the Staff has any further questions
or concerns with respect to the Registration Statement.

Sincerely,

/s/ Terren Peizer

Terren Peizer

Chairman and Chief Executive Officer

CC:	Mitchell S. Nussbaum, Esq.

October 3, 2019
Terren Peizer
Chairman and Chief Executive Officer
BioVie Inc.
2120 Colorado Avenue #230
Santa Monica, CA 90404
Re:BioVie Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed October 2, 2019
File No. 333-231136
Dear Mr. Peizer:
            We have reviewed your amended registration statement 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 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.
Amendment No. 4 to Registration Statement on Form S-1 filed on October 2, 2019
Description of Capital Stock
Warrants to be Issued in this Offering
Exchange Listing, page 52
1.We note your disclosure that no assurance can be given that you will be successful in
listing the warrants on Nasdaq. Please clarify here and on the cover page whether the
offering is contingent on your securing listing approval for the warrants.

 FirstName LastNameTerren Peizer
 Comapany NameBioVie Inc.
 October 3, 2019 Page 2
 FirstName LastName
Terren Peizer
BioVie Inc.
October 3, 2019
Page 2
            Please contact Christine Westbrook at 202-551-5019 or Mary Beth Breslin at 202-551-
3625 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mitchell S. Nussbaum, Esq.

CORRESP
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BioVie Inc.

2120 Colorado Avenue, #230

Santa Monica, California 90404

August 12, 2019

VIA EDGAR

Christine Westbrook

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, NW

Washington, D.C. 20549

 Re: Biovie Inc

                                         Registration Statement on Form S-1

                                         File No. 333-231136

                                         Registration Statement on Form 8-A

                                         File No. 001-39015

Dear Ms. Westbrook:

Reference is made to
our letter, filed as correspondence via EDGAR on August 8, 2019, in which the Company requested for acceleration of the effective
date of the above-referenced Registration Statements for Monday August 12, 2019, at 5:00 p.m., ET, or as soon thereafter as practicable.
The Company hereby formally withdraw our request for acceleration of the effective date.

Sincerely,

/s/ J. Wendy Kim

J. Wendy Kim, Chief Financial
Officer and Corporate Secretary

CORRESP
1
filename1.htm

BioVie Inc.

2120 Colorado Avenue, #230

Santa Monica, California 90404

August 8, 2019

Christine Westbrook

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, NW

Washington, D.C. 20549

 Re: Biovie Inc

Registration Statement on Form S-1

File No. 333-231136

Registration Statement on Form 8-A

File No. 001-39015

Dear Ms. Westbrook:

The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the
above-referenced filings so that such registration statements will become effective as of 5:00 pm ET on August 12, 2019, or
as soon thereafter as practicable. By separate letter, the underwriter for the issuance of the securities being registered
join in this request.

Sincerely,

/s/ J. Wendy Kim

J. Wendy Kim, Chief Financial
Officer and Corporate Secretary

CORRESP
1
filename1.htm

ThinkEquity

A division of Fordham Financial Management,
Inc.

17 State Street, 22nd Floor

New York, NY 10004

August 8,
2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F St., N.E.

Washington, D.C. 20549

 Re: Biovie Inc

Registration Statement on Form S-1

File No. 333-231136

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), ThinkEquity, a division of Fordham Financial Management, Inc.,
as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 5:00 p.m. Eastern Time on August 12, 2019, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies of the proposed form of 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.

    Very truly yours,

    ThinkEquity

    A division of Fordham Financial Management, Inc.

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
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July 9, 2019

Christine Westbrook

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: BioVie Inc.

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

Filed July 1, 2019

File No. 333-231136

Dear Ms. Westbrook:

BioVie Inc. (the
“Company”) hereby provides responses (the “Response Letter”) to a comment issued in a
letter dated July 8, 2019 (the “Staff Letter”) regarding Amendment No. 1 to the Company’s
Registration Statement on Form S-1 filed July 1, 2019 (the “Registration Statement”).

In order to facilitate the review by
the staff of the Securities and Exchange Commission (the “Staff”) of the Response Letter the numbered paragraphs
set forth below corresponds to the numbered paragraphs in the Staff Letter.

Amendment No. 1 to Form S-1 filed
July 1, 2019

Cover page

 1. Please revise your cover page to disclose the volume
of securities you are offering as required by Item 501(b)(2) of Regulation S-K. Please see Securities Act Rules Compliance and
Disclosure Interpretations 227.02 for guidance.

COMPANY RESPONSE: The Company has
added the number of shares being offered to the prospectus cover page.

 2. We note your response to comment 1 and your disclosure
indicating you plan to effect a 1:125 reverse stock split but have not yet done so. Please disclose whether the Board of Directors
approved this ratio and your anticipated timing to effect the reverse stock split, including if it will be effected prior to effectiveness
of the registration statement. Alternatively, please state a recent closing price without such assumption and tell us why you believe
it is appropriate to reflect outstanding share amounts giving effect to the reverse stock split.

COMPANY RESPONSE: A range of ratios
– including 1:125 – has been approved by the Board of Directors and the timing of the effectiveness of the reverse
split is indicated on page 1 in relation to the closing of the offering. For the Staff’s information, the Company currently
intends to file an amendment to its Articles of Incorporation in Nevada following the completion of marketing of the offering and
receipt of Nasdaq approval regarding its listing application, with the effectiveness of such amendment to be contemporaneous with
the anticipated effectiveness of the Form S-1. In light of the

Nasdaq minimum price per share requirement and the
statements on the cover page and in other sections of the prospectus to the effect that the offering is conditioned on Nasdaq listing,
the Company believes that the more informative disclosure for investors in the offering is reflective of the reverse split. The
Company further acknowledges that a further amendment to the Form S-1 will be necessary to retroactively reflect the reverse split
in its historical financial statements, which it currently plans to file at the same time as the Nevada state filing.

Please let me know if the Staff has any further questions
or concerns with respect to the Registration Statement.

Sincerely,

/s/ Joanne Wendy Kim

Joanne Wendy Kim
 Chief Financial Officer

CC:	Mitchell S. Nussbaum, Esq.

July 8, 2019
Terren Peizer
Chairman and Chief Executive Officer
BioVie Inc.
11601 Wilshire Boulevard, Suite 1100
Los Angeles, CA 90025
Re:BioVie Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 1, 2019
File No. 333-231136
Dear Mr. Peizer:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 7, 2019 letter.
Amendment No. 1 to Form S-1 filed July 1, 2019
Cover Page
1.Please revise your cover page to disclose the volume of securities you are offering as
required by Item 501(b)(2) of Regulation S-K. Please see Securities Act Rules
Compliance and Disclosure Interpretations 227.02 for guidance.

 FirstName LastNameTerren Peizer
 Comapany NameBioVie Inc.
 July 8, 2019 Page 2
 FirstName LastName
Terren Peizer
BioVie Inc.
July 8, 2019
Page 2
2.We note your response to comment 1 and your disclosure indicating you plan to effect a
1:125 reverse stock split but have not yet done so. Please disclose whether the Board of
Directors approved this ratio and your anticipated timing to effect the reverse stock split,
including if it will be effected prior to effectiveness of the registration statement.
Alternatively, please state a recent closing price without such assumption and tell us why
you believe it is appropriate to reflect outstanding share amounts giving effect to the
reverse stock split.

            Please contact Christine Westbrook at 202-551-5019 or Erin Jaskot at 202-551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Mitchell S. Nussbaum, Esq.

CORRESP
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June 28, 2019

Christine Westbrook

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: BioVie Inc.

Registration Statement on Form S-1

Filed April 30, 2019

File No. 333-231136

Dear Ms. Westbrook:

BioVie Inc. (the “Company”)
hereby provides responses (the “Response Letter”) to a comment issued in a letter dated May 7, 2019 (the “Staff
Letter”) regarding the Company’s Registration Statement on Form S-1 filed April 30, 2019 (the “Registration
Statement”).

In order to facilitate the review by
the staff of the Securities and Exchange Commission (the “Staff”) of the Response Letter the numbered paragraph
set forth below corresponds to the numbered paragraph in the Staff Letter.

Registration Statement on Form
S-1 filed on April 30, 2019

Cover page

 1. We note your disclosure of a recent sale price
of your common stock on the OTCQB Marketplace. Please expand your disclosure to state the expected offering price per share or
method by which the offering price will be determined. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K.

COMPANY RESPONSE: Concurrently with
the submission of this response, the Company is filing an amendment on Form S-1/A containing the disclosures described in the Staff’s
comment.

Please let me know if the Staff has any further questions
or concerns with respect to the Registration Statement.

Sincerely,

Terren Peizer

Chairman and Chief Executive Officer

CC:	Mitchell S. Nussbaum, Esq.

May 7, 2019
Terren Peizer
Chairman and Chief Executive Officer
BioVie Inc.
11601 Wilshire Boulevard, Suite 1100
Los Angeles, CA 90025
Re:BioVie Inc.
Registration Statement on Form S-1
Filed April 30, 2019
File No. 333-231136
Dear Mr. Peizer:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 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 filed on April 30, 2019
Cover page
1.We note your disclosure of a recent sale price of your common stock on the OTCQB
Marketplace. Please expand your disclosure to state the expected offering price per share
or method by which the offering price will be determined. Refer to Instruction 2 to Item
501(b)(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 LastNameTerren Peizer
 Comapany NameBioVie Inc.
 May 7, 2019 Page 2
 FirstName LastName
Terren Peizer
BioVie Inc.
May 7, 2019
Page 2

            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 Christine Westbrook at 202-551-5019 or Erin Jaskot at 202-551-3442 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Mitchell S. Nussbaum, Esq.

CORRESP
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[BioVie Inc. Letterhead]

March 28, 2017

VIA EDGAR

Suzanne Hayes

Assistant Director, Office of Healthcare
and Insurance

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:	BioVie Inc.

Registration Statement
on Form S-1

Filed January 19,
2017; amended March 10, 2017 and March 28, 2017

File No. 333-215619

Pursuant to
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, BioVie Inc. hereby requests that the
Securities and Exchange Commission accelerate the effective date of its Registration Statement on Form S-1 (File No. 333-215619)
(as amended, the “Registration Statement”) and declare the Registration Statement effective as of Thursday, March 30,
2017, at 4:00 p.m., Eastern time, or as soon as practicable thereafter.

Please contact
David Crandall of Hogan Lovells US LLP at (303) 454-2449 with any questions. Also, please notify Mr. Crandall when this request
for acceleration has been granted.

Very truly
yours,

BioVie Inc.

By: 	/s/
Jonathan Adams

Name:	Jonathan
Adams

Title:	Chief
Executive Officer

cc:	David R. Crandall,
Esq., Hogan Lovells US LLP

Mail Stop 4546
February 13, 2017

Jonathan Adams
Chief Executive Officer and Chief Financial Officer
BioVie Inc.
100 Cummings Center, Suite 247 -C
Beverly, M A 01915

Re: BioVie Inc.
  Registration Statement on Form S-1
Filed  January 19, 2017
  File No.  333-215619

Dear Mr. Adams

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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, w e may have additional comments.

General

1. Our staff accommodation permitting the resale offering of shares to be issued under an
equity line transaction is available only where there is an existing public market for the
shares being offered.  In this reg ard, we note that your common stock is quoted on the
OTC Pink marketplace.  Please refer to Compliance and Disclosure Interpretations,
Securities Act Sections, 139.13 and revise to remove all common shares that remain
issuable pursuant to the company’s put  option .

Jonathan Adams
BioVie Inc.
February 13 , 2017
Page 2

Prospectus Cover Page

2. With respect to the outstanding common shares and common shares underlying the issued
warrants, please revise to provide a fixed price at which the selling stockholder will sell
their shares until such time as the common shares  are listed on a national securities
exchange , or quoted on the OTC Bull etin Board, OTCQX  or OTCQB , at which time they
may be sold at prevailing market prices or in privately negotiated transactions .

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  accel eration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Dorrie Yale at 202 -551-8776 or Joseph McCann at 202 -551-6262 with any
questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Insurance and Healthcare

cc: David Crandall , Esq. — Hogan Lovells US LLP

Mail Stop 4720

June 22 , 2016

Jonathan M. Adams
Chief Executive Officer
NanoAntibiotics, Inc.
100 Cummings Center, Suite 247 -C
Beverly, MA 01915 USA

Re: NanoAntibiotics, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed June 8, 2016
File No. 000 -55292

Dear Mr. Adams:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Peter Campitiello
 Kane Kessler, P.C.

Mail Stop 4720

June 16, 2016

Jonathan M. Adams
Chief Executive Officer
NanoAntibiotics, Inc.
100 Cummings Center, Suite 247 -C
Beverly, MA 01915 USA

Re: NanoAntibiotics, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed June 8, 2016
File No. 000 -55292

Dear Mr. Adams:

We have reviewed your filing an d have the following comment .  Please respond to th is
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 appl ies to your facts and
circumstances, please tell us why in your response.

After revie wing your response to this comment , we may have additional comments.

Proposal 1 – Name Change Amendment, page 7

1. We refer to your proposal to amend your Articles of Incorporation to change your name
to BioVie Inc.  Please revise your disclosu re to provide a reason for the name change
pursuant to Item 19 of Schedule 14A.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securitie s Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have m ade.

Jonathan M. Adams
NanoAntibiotics, Inc.
June 16, 2016
Page 2

  In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws o f the United States.

Please contact Irene Paik at (202) 551 -6553 or Mary Beth Breslin at (202) 551 -3625 with
any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Peter Campitiello
 Kane Kessler, P.C.

Mail Stop 4720
June 9 , 2016

Jonathan Adams
Chief Executive Officer
Nanoantibiotics, Inc.
100 Cummings Center, Suite 247 -C
Beverly, Massachusetts 01915

Re:  NanoAntibiotics, Inc.
Current Report on Form 8K
Filed April 15, 2016
File No. 000 -55292

Preliminary Information Statement on Schedule 14C
Filed April 21, 2016
File No. 000 -55292

Dear Mr. Adams :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or  any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act o f 1934 and all applicable rules require.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

CORRESP
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NanoAntibiotics, Inc.

100 Cummings enter, Suite 247-C

Beverly, MA 01915 USA

312-593-0269

June 7, 2016

VIA EDGAR ONLY

United States Securities and Exchange Commission

Mail Stop 4720

Washington, D.C. 20549

Attention: Suzanne Hayes

   Assistant Director

	Re:
	NanoAntibiotics, Inc.

Current Report on Form 8-K

Filed April 15, 2016

File No. 000-55292

Preliminary Information Statement on Schedule
14C

Filed April, 2016

File No. 000-55292

Dear Ms. Hayes:

Please be advised that
the undersigned is the duly appointed Chief Executive Officer of NanoAntibiotics, Inc., the above-referenced issuer (the “Issuer”).
This letter is in response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”)
with respect to NanoAntibiotics, Inc. (the “Issuer”) provided in your letter dated May 12, 2016 (the “Comment
Letter”).

The purpose of this correspondence
is to provide responses to the Comment Letter to the Commission and provide explanation, where necessary. Our responses follow
the text of the Staff comment reproduced for your convenience.

As you likely recall,
the Issuer submitted responses to comments 1 through 4 of the Comment Letter via correspondence dated May 19, 2016 (the “Response
Letter”). Upon being advised that the Commission had no further comments to comments 1 through 4, in accordance with the
Response Letter, the Issuer now hereby responds to comment 5 of the Comment Letter.

 5. We note that the name change was approved by written consent of shareholders holding approximately 60% of
your outstanding capital stock. Please identify the shareholders who provided written consent, the percentage of votes each represents,
and their relationship with the company. Please also explain to us how the consents were obtained from these shareholders and your
analysis as to whether such activities constitute a solicitation of proxies within the meaning of Rule 14a-1(l) of the Exchange
Act. Lastly, please tell us if your table on page 5 includes all holders known to the company to be the beneficial owners of more
than five percent of any class of the company’s.

In order to ensure compliance with Rule 14a-1 of the Exchange
Act, the Issuer will be abandoning the previously filed Preliminary Information Statement and will instead file a Preliminary Proxy
Statement to obtain the required shareholder approval to effect the Issuer’s name change.

The Issuer hereby acknowledges
that:

●	the company is responsible
for the adequacy and accuracy of the disclosure in the filing;

●	staff
comments or changes to disclosure in response to staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

●	the company may not
assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

If you should
have any questions about this letter or require any further information, please do not hesitate to contact the undersigned or the
Issuer’s counsel Peter Campitiello, Esq. at (212) 519-5109.

Very truly yours,

/s/ Jonathan Adams

Jonathan Adams,

Chief Executive Officer

       -2-

CORRESP
1
filename1.htm

NanoAntibiotics, Inc

100 Cummings enter, Suite 247-C

Beverly, MA 01915 USA

312-593-0269

May 19, 2016

VIA EDGAR ONLY

United States Securities and Exchange Commission

Mail Stop 4720

Washington, D.C. 20549

Attention: Suzanne Hayes

Assistant Director

 Re:

NanoAntibiotics, Inc.

Current Report on Form 8-K

Filed April 15, 2016

File No. 000-55292

Preliminary Information Statement on Schedule
14C

Filed April, 2016

File No. 000-55292

Dear Ms. Hayes:

Please be advised that
the undersigned is the duly appointed Chief Executive Officer of NanoAntibiotics, Inc., the above-referenced issuer (the “Issuer”).
This letter is in response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”)
with respect to NanoAntibiotics, Inc. (the “Issuer”) provided in your letter dated May 12, 2016 (the “Comment
Letter”).

The purpose of this correspondence
is to provide responses to the Comment Letter to the Commission and provide explanation, where necessary. Our responses follow
the text of the Staff comment reproduced for your convenience.

This correspondence shall
also serve to confirm the Commission’s conversation with the Issuer’s counsel, Peter Campitiello, Esq. of Kane Kessler,
P.C. Pursuant to that discussion, in this correspondence the Issuer will only be addressing comments 1, 2 and 3 from the letter
as those comments relate to the Current Report on Form 8-K as the disposition of those comments may have an effect on the information
contained in any amendment to the Issuer’s Preliminary Information Statement or, in the alternative, a Preliminary Proxy
Statement. Additionally, we elected to respond to Comment 4, as this is also a threshold issue as to what information would be
contained in a revised Information Statement or Proxy Statement.

    Confidential   Page 1 of 5

Accordingly, the Issuer
hereby acknowledges that regardless of the disposition of the comments addressed herein, the Issuer shall be required to address
any remaining comments from the Letter, i.e., comment 5, and the Issuer will do so, as soon as practicable following the disposition
of the Commission’s comments addressed in this correspondence.

Current Report on Form 8-K

 1. It appears that immediately before the acquisition of LAT Pharma,
LLC you were a shell company, as defined in Rule 12b-2 under the Exchange Act. Please amend your Form 8-K to provide the information
that would be required to register a class of securities under Section 12 of the Exchange Act using Form 10, including historical
financial statements and pro forma financial information giving effect to the acquisition. Please refer to Section II.D.3 of SEC
Release No. 34-52038 and Items 2.01(f), 5.01(a)(8), 5.06 and 9.01 of Form 8-K. Alternatively, please explain why you believe this
disclosure is not required.

Please note the Issuer
believes the Commission’s contention that the Issuer was a “shell company” at the time of the acquisition of
LAT Pharma, LLC (“LAT”) or at any time since the filing of its registration statement on Form S-1 on August 15, 2013,
was due to an incorrect reading of the issuer’s prior Form 10-Q filings. To clarify the disclosure in Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-Q, the Issuer has now added
the words in italics to help clearly state what the issuer intended to state, which it intends to include in future filings:

“The Company needs
to license additional technology to complete our planned antibiotic products. All our efforts were on discussing and negotiating
licensing rights with universities and inventors for these needed technologies to advance our own nanotechnology platform. However,
during the course of these discussions we often learned about other opportunities in medicine targeting other diseases. These too
were evaluated and considered by management.”

We respectfully submit
to the Commission that at the time of the acquisition of LAT, the Issuer maintained essentially the same operations and financial
condition that it had at the time of the filing of the registration statement and its effectiveness and that the Issuer was not
a shell company as defined in Rule 12b-2. The Issuer’s technology relates to broad spectrum antibiotics for bacterial infectious
through its nano efflux pump blockers. This asset remains with the company and we are continuing our efforts to develop this technology
notwithstanding the departure of Rajah Menon. The Issuer has no intent to assign this technology to its founders as alluded to
in footnote 32 of SEC Release No. 34-52038 (to which your letters refers).

The Issuer is developing
novel nano anti-infective drugs to combat multi-drug resistant bacteria. We are developing a nano efflux pump inhibitor and novel
nano antibiotics. The efflux pump in bacteria is a matrix of transport proteins involved with removing antibiotics from inside
cells. In short, during the pathogenesis of infections, bacteria are able to grow and spread through intrinsic recognition of a
drug as foreign and dangerous, triggering a response to "pump" the antibiotic outside its cell walls. The efflux pumps
are a key defense mechanism of bacteria that prevents antibiotics from reaching their target and killing it, thus rendering many
of today's antibiotics as ineffective.

Developing this technology
entirely in-house would be extremely resource-intensive with respect to time, personnel, and capital. In order to meet our goal
of completing development of new antibiotic products in the most responsible manner, the Issuer sought to license additional technology.
As such, our operations were extensively focused on identifying and negotiating licensing rights with universities and inventors
for requisite technologies to advance our own nanotechnology platform.

    Confidential   Page 2 of 5

The Issuer has been engaged
in discussions and negotiations with a number of universities to license synergistic nano delivery technologies. Further, during
the course of these discussions, we were often presented other unique opportunities in medicine targeting other diseases and conditions.
These were also evaluated and considered by management.

At all relevant times,
the Issuer pursued its original business plan of a biotechnology firm and was at no time a shell. We have conducted early-stage
research on the efflux pump technology and maintain the asset with intentions of future development. We now have expanded our pipeline
and believe that our acquisition of LAT has enhanced our product portfolio. We believe the acquisition puts us in a stronger position
to advance into human clinical studies, renders NanoAntibiotics as a diversified biotechnology company, and is in the best interests
of our shareholders.

Accordingly, since the
Issuer has continuously maintained and developed its business plan since its inception as a developer of its patented pharmaceuticals
products, the Issuer was not, at the time of the LAT acquisition, or any time prior thereto or since a “shell company”
as that term is defined in Rule 12b-2.

Item 2.01

 2. Please tell us how you plan to account for the merger with LAT
Pharma LLC.

The Issuer’s Financial Statements following
the LAT acquisition of April 11, 2016 have not yet been reviewed or audited. However, we plan to account for the merger with LAT
Pharma LLC as a merger.

 3. Tell us if Weinberg & Baer LLC will continue as your auditors
as reported in your Form 10-K filed October 1, 2015. If not, please file an Item 4.01 Form 8-K within four days of the date of
this letter to report the change in auditors and provide all the information required by Item 304 of Regulation S-K.

Weinberg & Baer LLC currently remains
the Issuer’s independent accounting firm. If the Issuer elects to change accounting firms or Weinberg & Baer resigns,
the Issuer will file a Current Report on form 8-K within the required time.

Preliminary Information Statement on Schedule 14C

 4. We note that the subject action relates to an amendment to your
articles of incorporation to change your name as a result of the merger involving LAT Pharma, LLC on April 19, 2016. Since shareholders
will not have an opportunity to vote on the transaction, please revise your information statement on Schedule 14C to include all
of the information required by Items 11, 13 and 14 of Schedule 14A, as applicable. Please refer to Item 1 of Schedule 14C and Note
A to Schedule 14A.

We also respectfully disagree with the Commission’s
position that the information required by Items 11, 13 and 14 of Schedule 14A should be included in the Issuer’s Information
Statement. Note A to Schedule 14A provides, in pertinent part:

Where any item calls for information
with respect to any matter to be acted upon and such matter involves other matters with respect to which information is called
for by other items of this Schedule, the information called for by such other items also shall be given.

    Confidential   Page 3 of 5

The example given by Note A is the approval
of an increase in authorized capitalization in contemplation of a merger. The Issuer’s current proposed amendment is completely
dissimilar from the action contemplated by Note A.

First, the Issuer’s proposed name change is not in connection with “any
other matter to be acted upon”. The acquisition of LAT occurred without either: (a) the need for approval of any of the Issuer’s
shareholders (either by vote or consent); or (b) as a condition to the LAT acquisition.

Second, the Information Statement did not
disclose that the merger was approved upon written consent of the majority of the Issuer’s shareholders. Rather,
written consent was obtained to amend the Issuer’s Articles of Incorporation (the “Amendment”). Since the
acquisition of LAT was achieved through a reverse triangular merger between LAT and the Issuer’s wholly-owned
subsidiary LAT Acquisition Corp., a Nevada corporation (“Acquisition”), the Issuer’s shareholders were not
required or asked to approve the transaction. The sole shareholder of Acquisition was the Issuer.

Moreover, the
amendment of the Articles of Incorporation to effectuate the change of the Issuer’s name does not involve “other matters.”
The name change is occurring independently of the merger. As is readily seen from examining the Agreement and Plan of Merger by
and among the Issuer, Acquisition and LAT (the “Agreement”, a copy of which is attached to the Issuer’s Current
Report on Form 8-K at: http://www.sec.gov/Archives/edgar/data/1580149/000152013816000847/nnab-20160415_8kex2z1.htm),
the name change, nor any amendment to the Articles of Incorporation, is neither a condition precedent to, nor a covenant provided
for by the Agreement. Rather, the name change is an organic post-closing decision made by the Issuer.

Therefore, since none of the Issuer’s
shareholders were authorized or requested to vote on the merger, nor is the Amendment a contemplated part of such transaction,
the Issuer is not required to include the information required by Items 11, 13, and 14 of Schedule A.

 5. We note that the name change was approved by written consent of
shareholders holding approximately 60% of your outstanding capital stock. Please identify the shareholders who provided written
consent, the percentage of votes each represents, and their relationship with the company. Please also explain to us how the consents
were obtained from these shareholders and your analysis as to whether such activities constitute a solicitation of proxies within
the meaning of Rule 14a-1(l) of the Exchange Act. Lastly, please tell us if your table on page 5 includes all holders known to
the company to be the beneficial owners of more than five percent of any class of the company’s.

Per the preamble of this correspondence, the Issuer will address
this comment in a future response.

The Issuer hereby acknowledges
that:

●	the company is responsible
for the adequacy and accuracy of the disclosure in the filing;

●	staff
comments or changes to disclosure in response to staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

●	the company may not
assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

    Confidential   Page 4 of 5

If you should
have any questions about this letter or require any further information, please do not hesitate to contact the undersigned or the
Issuer’s counsel Peter Campitiello, Esq. at (212) 519-5109.

Very truly yours,

/s/ Jonathan Adams

Jonathan Adams,

Chief Executive Officer

    Confidential   Page 5 of 5

Mail Stop 4720
May 12, 2016

Jonathan Adams
Chief Executive Officer
Nanoantibiotics, Inc.
100 Cummings Center, Suite 247 -C
Beverly, Massachusetts 01915

Re: NanoA ntibiotics, Inc.
 Current Report on Form 8K
Filed April 15, 2016
File No. 000-55292

Preliminary Information Statement on Schedule 14C
Filed April 21, 2016
File No. 000 -55292

Dear Mr. Adams :

We have reviewed your filing s 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Current Report on Form 8 -K

1. It appears that immediately before the acquisition of LAT Pharma, LLC you were a shell
company, as defined in Rule 12b -2 under the Exchange Act.  Please amend your Form 8 -
K to provide the information that would be required to regis ter a class of securities under
Section 12 of the Exchange Act using Form 10, including historical financial statements
and pro forma financial information giving effect to the acquisition. Please refer to
Section II.D.3 of SEC Release No. 34 -52038 and Ite ms 2.01(f), 5.01(a)(8), 5.06 and 9.01
of Form 8 -K. Alternatively, please explain why you believe this disclosure is not
required.

Jonathan Adams
Nanoantibiotics, Inc.
May 12, 2016
Page 2

 Item 2.01

2. Please tell us how you plan to account for the merger with LAT Pharma LLC.

3. Tell us if Weinberg & Baer LLC will continue as your auditors as reported in your Form
10-K filed October 1, 2015. If not, please file an Item 4.01 Form 8 -K within four days of
the date of this letter to report the change in auditors and provide all the information
required by Item 304 of Re gulation S -K.

Preliminary Information Statement on Schedule 14C

4. We note that the subject action relates to an amendment to your articles of incorporation
to change your name as a result of the merger involving LAT Pharma, LLC on April 19,
2016.  Since sh areholders will not have an opportunity to vote on the transaction, please
revise your information statement on Schedule 14C to include all of the information
required by Items 11, 13 and 14 of Schedule 14A, as applicable.  Please refer to Item 1 of
Schedu le 14C and Note A to Schedule 14A.

5. We note that the name change was approved by written consent of shareholders holding
approximately 60% of your outstanding capital stock. Please identify the shareholders
who provided written consent, the percentage of v otes each represents, and their
relationship with the company.  Please also explain to us how the consents were obtained
from these shareholders and your analysis as to whether such activities constitute a
solicitation of proxies within the meaning of Rule  14a-1(l) of the Exchange Act.  Lastly,
please tell us if your table on page 5 includes all holders known to the company to be the
beneficial owners of more than five percent of any class of the company’s voting
securities, and if not, please revise to inc lude all such holders.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules  require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a wri tten statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from takin g any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Jonathan Adams
Nanoantibiotics, Inc.
May 12, 2016
Page 3

 Please contact Tara Keating Brooks at (202) 551 -8336 or Erin Jaskot at (202) 551 -3442
with any questions.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Office of Healthcare and Insurance

cc: Peter Campitiello, Esq., Kane Kessler, P.C.

CORRESP
1
filename1.htm

    Elliot Ehrlich

    Chief Executive Officer

    NanoAntibiotics, Inc.

    9511 Collins Ave., Suite 807

November 7, 2013

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-0213

Fax: (703) 813-6968

 Re: NanoAntibiotics, Inc.

Request for Acceleration of Registration Statement on Form S-1

File No. 333-190635

Ladies and Gentlemen:

NanoAntibiotics, Inc.,
a Nevada corporation (the “Company”) hereby requests acceleration of the effectiveness of its Registration Statement
on Form S-1 (File No. 333-190635), originally filed with the U.S. Securities and Exchange
Commission (the “Commission”) on August 15, 2013, as amended and filed as Amendment No. 1 to Form S-1 on September
26, 2013, as further amended and filed as Amendment No. 2 to Form S-1 on October 15, 2013 and as further amended and filed as Amendment
No. 3 to Form S-1 on November 5, 2013, to 2:00PM EST on November 8, 2013, or as soon thereafter as practicable. The Company hereby
acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

 · the Company may not assert this action as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Please direct any
questions or comments regarding this filing to Matthew Ogurick, Esq. at (305) 539-3352 of K&L Gates LLP, legal counsel to the
Company.

    Sincerely,

        /s/  Elliot Ehrlich

    Elliot Ehrlich

Chief Executive Officer

October 2 4, 2013

Via E -mail
Elliot Ehrlich
Chief Executive Officer
NanoAntibiotics, Inc.
9511 Collins Ave., Suite 807
Surfside, Florida 33154

Re: NanoAntibiotics, Inc.
Amendment No. 2  to Registration Statement on Form S -1
Filed October 15 , 2013
  File No. 333 -190635

Dear Mr. Ehrlich :

We have reviewed  your response letter and the above -referenced filing, and have the
following comments.

Description of Business, page 26

1. We note your revisions in response to comment four of our letter dated October 2, 2013.  We
note in particular your disclosure regarding the total U.S. sales amount for each of the three
major branded antibiotics in 2011.  It is unclear how this disclosure  is relevant to your
business at this stage of your development.  Please delete this disclosure or tell us why you
believe such disclosure is appropriate.

2. We note that certain of the sources that you cite in this section are from 2005 and 2009.
Given t he date of these sources, please advise us why you believe that these sources continue
to remain reliable.

3. You state herein and elsewhere that on October 3, 2013, Kard and Mr. Menon assigned all of
their rights, formulations, and all studies and data rela ted to efflux pump antibiotics to the
Company.   Please  tell us how you have accounted for this transaction.   The guidance in SAB
Topic 5:G may apply.

4. You disclose on page 29 that S&T is paid on an hourly basis for their work and that thus far
you have inc urred $9,600 in costs by S&T  for the months of July through September 30,
2013.  Please disclose whether you have actually paid the $9,600 and the nature of the
consideration, i.e., cash, stock, etc.

Elliot Ehrlich
NanoAntibiotics, Inc.
October 2 4, 2013
Page 2

 5. Please clarify whether the payments for either or both  of the Kard assignment and the S&T
costs would be included in the $250,000 cash you have allocated for “lab studies” through
December 31, 2013 as stated on page 24.

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters greatly facilit ate our review.  Please
understand that we may have additional comments after reviewing your amendment and
responses to our comments.

You may contact Jenn Do, Staff Accountant,  at 202-551-3743, or Al Pavot, Staff
Accountant,  at 202-551-3738  if you have q uestions regarding comments on the financial
statements and related matters.  Please contact Erin Jaskot, Staff Attorney,  at 202-551-3442  or
me at  202-551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc:   Matthew Ogurick , Esq. ( via E-mail)
K&L Gates LLP

October 2 , 2013

Via E -Mail
Elliot Ehrlich
Chief Executive Officer
NanoAntibiotics, Inc.
9511 Collins Ave., Suite 807
Surfside, Florida 33154

Re: NanoAntibiotics, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed September 26 , 2013
  File No. 333 -190635

Dear Mr. Ehrlich :

We have reviewed  your response letter and the above -referenced filing, and have the
following comments.

Prospectus Summary, page 3

1. We note that in response to comment five of our letter dated September 5, 2013 you have
revised your disclosure to state that certain immediate family members of your officers and
directors own 50.39% of your outstanding common stock.  Please revise your d isclosure to
also state the aggregate percentage of outstanding stock owned by your officers, directors and
immediate family members.  According to your disclosure on pages 40 and 41, it appears that
such individuals in the aggregate own approximately 90% of the outstanding shares of
common stock.

2. Please revise your disclosure here and elsewhere as appropriate to clarify the exact status of
your business, including what you have done so far with respect to your development of the
pharmaceutical compound s listed on page three.  We also note conflicting disclosure
throughout your prospectus.  For example, your disclosure on page three states that your drug
candidates have been studied in vitro, your disclosure on pages 24 says that research and
development  has started and you have engaged a third party vendor for pre -clinical testing,
but your disclosure on page 30 says that you have spent $0 on research and development
activities.  Please explain how you have identified a potential chemical compound and st arted
research and development activities but have not incurred any research and development
expense.  Please also explain who developed the drug candidates that you plan on
developing.  In addition, given that you have no employees and no properties aside  from a
home office, please explain when, and by whom, the in vitro studies were conducted and
which specific drug candidates were studied.   Be sure you address the viability of your
proposed scientific activities in light of the fact that neither of your  principals have

Elliot Ehrlich
NanoAntibiotics, Inc.
October 2 , 2013
Page 2

 backgrounds that are representative of the type of knowledge and expertise that is required to
bring success to your aspirations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
24

3. We note that  you have engaged S&T Global, Inc. to conduct pre -clinical testing.  Please file
any agreement with S&T Global, Inc. as an exhibit to the registration statement or tell us why
you believe any such agreement is not required to be filed.  See Item 601(b)(10) (ii) of
Regulation S -K.

Description of Business, page 26

4. We note your response to comment 10 of our letter dated September 25, 2013.  It does not
appear that you have provided us with sources for the various statistics you cite in this
section.  For exam ple, we do not see sources for the information you cite on page 27 relating
to the Joint Commission, the information you cite on page 28 regarding bacteria and acquired
resistance genes, and the information on page 29 relating to other bacterial species an d data
reported by the CDC.  In addition, it appears that certain of your disclosure, such as the
disclosure under “Bacterial Efflux Pump” on page 28, is directly from internet sources such
as Wikipedia or About.com, but you have not attributed the text to  such sources.  Please
revise your disclosure to indicate the sources of the information and provide us with copies
of each source, clearly marked to highlight the portion or section that contains the
information.  Please also remove any hyperlinks to such  sources.

Management, page 37

5. In discussing Elliot Ehrlich’s biographical background, please add disclosure indicating that,
although you title him as ‘Dr. Ehrlich,” he does not possess a Doctor of Medicine degree.

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your responses to our  comments and
provides any requested information.  Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing your amendment and
responses to our comments.

Elliot Ehrlich
NanoAntibiotics, Inc.
October 2 , 2013
Page 3

 You may contact Jenn Do, S taff Accountant,  at 202-551-3743, or Al Pavot, Staff
Accountant,  at 202-551-3738  if you have questions regarding comments on the financial
statements and related matters.  Please contact Erin Jaskot, Staff Attorney,  at 202-551-3442  or
me at  202-551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc:   Matthew Ogurick , Esq. ( via E-mail)
K&L Gates LLP

September 5, 2013

Via E -Mail
Elliot Ehrlich
Chief Executive Officer
NanoAntibiotics, Inc.
9511 Collins Ave., Suite 807
Surfside, Florida 33154

Re: NanoAntibiotics, Inc.
Registration Statement on Form S -1
Filed August 15, 2013
  File No. 333 -190635

Dear Mr. Ehrlich :

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 appropri ate, 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.

Calculation of Registration Fee

1. We note that the proposed offering price for the common stock underlying the warrants is
$0.50, which is also the exercise price of the warrants.  Please advise whether the common
stock underlying the warrants will be offered at a fixed price of $0.50 or $ 0.10, as is
suggested throughout the prospectus.  Please revise your disclosure accordingly.

2. You state in the second paragraph hereunder that the common stock underlying the warrants
is “currently fixed at an exercise price of $0.50” but for which the p rice “may be adjusted
from time to time” in accordance with the terms of the warrant. Please explain how the
exercise price is fixed if it may be adjusted, or revise your disclosure accordingly.

Elliot Ehrlich
NanoAntibiotics, Inc.
September  5, 2013
Page 2

 Prospectus Cover Page

3. Please revise to d isclose the sell ing stockholder s’ net proceeds for the total amount of the
offering.  See Item 501(b)(3) of Regulation S -K.

4. We note your disclosure stating that the selling securityholders may sell the shares at varying
prices.  Please revise your disclosure to indicate that all shares of common stock offered
pursuant to this registration statement will be sold at a fixed price until the shares are quoted
on the OTCBB or other comparable marketplace.

Prospectus Summary, page 3

5. We note your disclosure that 39.5% of the total issued and outstanding shares of common
stock are held by your officers and directors.  However, we note your disclosure on page 35
indicating that at least 80% of your issued and outstanding shares are held by your officers
and directors and their i mmediate family members.  Please revise your disclosure here and
elsewhere as appropriate to indicate the amount owned by insiders, including family
members.

6. We note your statement that your drug candidates are in the development stage and have
been studi ed in cell -based assays.  We further note your disclosure on page 30 that you are
currently engaged in pre -clinical testing.  Based on your disclosure on page 30 it does not
appear that you have any employees aside from your two officers and do not have an y
properties aside from a home office.  Please clarify whether the development of the drug
candidates and the pre -clinical testing are being conducted by you or third -parties, including
where such studies are being conducted.

Risk Factors, page 6

7. We note  your disclaimer that the risks and uncertainties described are not the only ones
faced, and that risks believed to be less significant could impair your business.  We note a
similar disclaimer on page 17 regarding other potential risks that “could be impo rtant.”
Please delete such disclaimers as they suggest to investors that all material risks have not
been identified.

Management’s Discussion and Analysis, page 24

8. Please revise to describe the material components of the $17,515 recorded in the stateme nt of
operations as selling, general and administrative expenses. We note from page F -6 your
disclosure that there were no amounts expended for research and development for the period
ended June 30, 2013; however, the disclosure on page 24 appears to sugge st otherwise.

Elliot Ehrlich
NanoAntibiotics, Inc.
September  5, 2013
Page 3

 Capital Resources and Liquidity, page 25

9. We note your statement that you do not have sufficient funds for the next twelve months and
must raise cash to implement your strategy and stay in business. Please revise to provide a
discussion of : i) the extent to which you are actually using funds in your operations on a
monthly basis; and ii) how much is anticipated to be required in order to commence intended
operations, including a description of any milestones or timelines related to such
commencement. Please expand your disclosure to discuss the extent to which you would
“scale back” your development plans if you are unable to raise the additional funds needed.

Description of Business, page 26

10. We note your use of various industry statistics  in this section.  Please tell us whether the
sources you cite are available to the public or if you commissioned any of the sources cited in
this section.  P lease provide us with copies of each source, clearly marked to highlight the
portion or section th at contains this information and cross -reference it to the appropriate
location in your filing.

11. We note your use of descriptions and terms that include  industry specific jargon.  For
example, you use the terms “ xenobiotic metabolism ” and “ proteinaceous transporters located
in the cytoplasmic membrane .”  Please revise to provide context for these terms or a more
general description of certain of these processes so a reader not familiar with your industry
can understand your disclosure .

12. Please revise this  section to include the need for any government approval of your principal
products and the effect of existing or probable governmental regulations on the business.  See
Items 101(h)(4)(viii) and 101(h)(4)(ix) of Regulation S -K.

13. Please revise this section  to disclose the amount spent on research and development, as
required by Item 101(h)(4)(x) of Regulation S -K.

Management, page 31

14. Please disclose whether Mr. Menon is currently employed at Markit.

Legal Proceedings, page 31

15. Your disclosure does not ap pear to cover all of the legal proceedings included in Item 401(f)
of Regulation S -K.  Please revise your disclosure to include all of the legal proceedings
specified, or, in the alternative, delete this disclosure to the extent it is not applicable to you r
directors or executive officers. See Item 401(e)(1) of Regulation S -K.

Elliot Ehrlich
NanoAntibiotics, Inc.
September  5, 2013
Page 4

 Security Ownership of Certain Beneficial Owners and Management, page 35

16. Please revise your disclosure to include the address for each of the securityholders listed in
this secti on.  Please also indicate by footnote the amount known to be shares with respect to
which each person has the right to acquire beneficial ownership, as specified in Rule 13d -
3(d)(1) under the Exchange Act.

Selling Securityholders, page 36

17. We note that yo u have not included the shares of common stock underlying the warrants held
by the selling securityholders in the number of shares beneficially owned prior to the
offering.  It appears the each of the selling securityholders has the right to acquire benefi cial
ownership of the common stock underlying the warrants within sixty days, and therefore the
shares are considered beneficially owned prior to the offering pursuant to Rule 13d -3(d)(1).
Please revise or advise accordingly.

Undertakings, page II -3

18. Please remove the undertaking  in Item 512(a)(6) of Regulation S -K as it is not applicable to
your offering.

19. Please include the undertaking in Item 512(a)(5)(ii) of Regulation S -K.

Exhibit 5.1

20. The opinion states that the Private Placement Shares previously issued were  duly authorized
for issuance, validly issued, fully paid and nonassessable when issued .  Please have counsel
revise the opinion to state that the shares are validly issued, fully p aid and non -assessable.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require .  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accel eration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does n ot foreclose the Commission from taking any action with respect
to the filing;

Elliot Ehrlich
NanoAntibiotics, Inc.
September  5, 2013
Page 5

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jenn Do, Staff Accountant,  at 202-551-3743, or Al Pavot, Staff
Accountant,  at 202-551-3738  if you have questions regarding comments on the financial
statements and related matters.  Please contact Erin J askot, Staff Attorney,  at 202-551-3442  or
me at  202-551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc:   Matthew Ogurick , Esq. ( via E-mail)
K&L Gates LLP