SecProbe.io

CORRESP
1
filename1.htm

BioStem Technologies, Inc.

2836 Center Port Circle

Pompano Beach, FL 33064

September 25, 2026

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:  Mr. Tyler Howes

Re:  BioStem Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-299025

Dear Mr. Howes:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, BioStem Technologies, Inc. (the “Company”) hereby requests acceleration of
the effective date of the above-referenced Registration Statement so that it may become effective at 4:00 p.m. Eastern Time on September
29, 2026, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

Once the Registration Statement
has been declared effective, please contact our counsel, Flora R. Perez of Greenberg Traurig, P.A., at (954) 768-8210 to orally confirm
that event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

    Very truly yours,

    BioStem Technologies, Inc.

    By:

    /s/ Jason Matuszewski

    Name:

    Jason Matuszewski

    Title:

    Chief Executive Officer

cc:  Flora R. Perez, Esq.

    Andi Hasaj, Esq.

    Greenberg Traurig, P.A.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                            September 25, 2026

Jason Matuszewski
Chief Executive Officer
BioStem Technologies, Inc.
2836 Center Port Circle
Pompano Beach, FL 33064

        Re: BioStem Technologies, Inc.
            Registration Statement on Form S-1
            Filed September 18, 2026
            File No. 333-299025
Dear Jason Matuszewski:
       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 Tyler Howes at 202-551-3370 with any questions.

                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Life
Sciences
cc:    Andi Hasaj, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

BioStem Technologies, Inc.

2836 Center Port Circle

Pompano Beach, FL 33064

August 4, 2026

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

  Attention:
  Ms. Jessica Dickerson

  Re:
  BioStem Technologies, Inc.

Registration Statement on Form 10

File No. 000-56861

Dear Ms. Dickerson:

BioStem Technologies, Inc. (the
“Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it may become effective at 4:30 p.m. Eastern Time on August 6, 2026, or as soon as practicable thereafter, unless the Company notifies
you otherwise prior to such time.

Once the Registration Statement
has been declared effective, please contact our counsel, Flora R. Perez of Greenberg Traurig, P.A., at (954) 768-8210 to orally confirm
that event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

    1

    Very truly yours,

    BioStem Technologies, Inc.

    By:
    /s/ Jason Matuszewski

    Name:
    Jason Matuszewski

    Title:
    Chief Executive Officer

    cc:
    Flora R. Perez, Esq.

    Greenberg Traurig, P.A.

2

CORRESP
1
filename1.htm

BioStem Technologies, Inc.

2836 Center Port Circle

Pompano Beach, FL 33064

August 4, 2026

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

  Attention:
  Ms. Jessica Dickerson

  Re:
  Acceleration Request for BioStem Technologies, Inc.

  Registration Statement on Form 10-12B

  File No. 001-42292

Dear Ms. Dickerson:

Pursuant to Section 12(d) of the
Securities Exchange Act of 1934, as amended, and Rule 12d1-2 promulgated thereunder, BioStem Technologies, Inc. (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form 10-12B, (File No. 001-42292) (the “Registration
Statement”), be accelerated so that the Registration Statement will become effective at 4:30 p.m. Eastern Time on August 6, 2026,
or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

Once the Registration Statement
has been declared effective, please contact our counsel, Flora R. Perez of Greenberg Traurig, P.A., at (954) 768-8210 to orally confirm
that event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

    1

    Very truly yours,

    BioStem Technologies, Inc.

    By:
    /s/ Jason Matuszewski

    Name:
    Jason Matuszewski

    Title:
    Chief Executive Officer

    cc:
    Flora R. Perez, Esq.

    Greenberg Traurig, P.A.

2

CORRESP
1
filename1.htm

July 24, 2026

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

    Attention:

    Eric Atallah

    Daniel Gordon

    Jessica Dickerson

    Laura Crotty

    Re:

    BIOSTEM TECHNOLOGIES, INC.

    Registration Statement on Form 10

    Filed July 10, 2026

    File No. 000-56861

Ladies and Gentlemen:

On behalf of our client, BioStem Technologies,
Inc., a Florida company (the “Company”), set forth below are the Company’s responses to the comments of the staff
of the Securities and Exchange Commission (the “Staff”) to the Registration Statement on Form 10 of the Company (File
No. 000-56861) (the “Registration Statement”) communicated to the Company in the Staff’s letter dated July 22,
2026. In connection with such responses, the Company will publicly file, electronically via EDGAR, Amendment No. 1 (“Amendment
No. 1”) to the Registration Statement. The Registration Statement, as amended by Amendment No. 1 is referred to herein as the
“Amended Registration Statement.”

For ease of reference, each of the Staff’s
comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references
to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this
letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

Registration Statement on Form 10

Corporate Information, page 3

1. We note that you are no longer registering a class
of securities pursuant to Section 12(b) of the Exchange Act; however, your disclosure here and throughout the Form 10 continues to include
references to a potential Nasdaq listing. Please remove these references and revise your disclosure throughout the filing to avoid creating
the impression that your shares will be listed imminently or to imply that there is an active listing application being reviewed concurrently
with this filing. In the event an active listing application is under review, please disclose your reason for not pursuing a Section
12(b) registration at this time and any feedback received from Nasdaq to date.

Response: The Company acknowledges the Staff's comment
and advises the Staff that it has applied to list its common stock on The Nasdaq Capital Market (“Nasdaq”) and that its listing
application is currently under review by Nasdaq. As of the date of this response, the Company is currently engaged in the Nasdaq listing
review process and has been responding, in the ordinary course, to the requests and comments raised by Nasdaq and its Listing Qualifications
staff. Although the listing remains subject to final Nasdaq approval and to the Company's satisfaction of Nasdaq’s initial listing
requirements, the Company now expects that Nasdaq staff will complete its review and approve the listing of the Company’s common
stock on Nasdaq simultaneously with the effectiveness of the Company’s Amended Registration Statement. As such, the Company has
amended the Registration Statement to reflect that it is registering its common stock under Section 12(b) of the Exchange Act rather than
Section 12(g).

The Company respectfully submits that, with the election
to register under Section 12(b), the Company retained the existing disclosure and references regarding the Nasdaq listing.

Item 1. Business

Business Overview, page 4

2. We note your reference to the
Catalyze product on page 5. Please briefly describe the basis on which the 510(k) clearance was granted, as well as any material conditions
that must be satisfied before you can acquire the commercial rights to Catalyze.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 5 and 64 of the Amended Registration Statement.

Certain provisions of Florida law and anti-takeover
provisions…, page 60

3. You state that your organizational documents
contain provisions providing that special meetings of shareholders may only be called by holders of record of at least 60% of the
voting power of all outstanding shares entitled to vote on such matter. Please revise your disclosure here and on page 104 to
clarify that your board of directors may also call a special meeting. In this regard, we note that Article IX of your Second Amended
and Restated Articles of Incorporation filed as Exhibit 3.1 includes such a provision.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 60 and 104 of the Amended Registration Statement.

Item 5. Directors and Executive Officers,
page 79

4. Please revise the biographical information
included for each of Mark Glickman, Rayna Hannaway and Steven Sonenreich to clarify the specific experience, qualifications,
attributes or skills that led to the conclusion that each such person should serve as a director in light of your business and
structure. Refer to Item 401(e)(1) of Regulation S-K.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 79 through 81 of the Amended Registration Statement.

* * *

    2

If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact Flora R. Perez, Esq. at (954) 768-8210.

    Very truly yours,

    Greenberg Traurig, P.A.

    By:
    /s/ Flora R. Perez

    Flora R. Perez, Esq.

    cc:
    Brandon Poe, Chief Financial Officer

3

July 22, 2026
Jason Matuszewski
Chief Executive Officer
BioStem Technologies, Inc.
2836 Center Port Circle
Pompano Beach, FL 33064
Re: BioStem Technologies, Inc.
Registration Statement on Form 10
Filed July 10, 2026
File No. 000-56861
Dear Jason Matuszewski:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Registration Statement on Form 10
Corporate Information, page 3
1. We note that you are no longer registering a class of securities pursuant to Section 12(b) of
the Exchange Act; however, your disclosure here and throughout the Form 10 continues to
include references to a potential Nasdaq listing. Please remove these references and revise
your disclosure throughout the filing to avoid creating the impression that your shares will
be listed imminently or to imply that there is an active listing application being reviewed
concurrently with this filing. In the event an active listing application is under review,
please disclose your reason for not pursuing a Section 12(b) registration at this time and
any feedback received from Nasdaq to date.
Item 1. Business
Business Overview, page 4
2. We note your reference to the Catalyze product on page 5. Please briefly describe the basis
on which the 510(k) clearance was granted, as well as any material conditions that must be
satisfied before you can acquire the commercial rights to Catalyze.

July 22, 2026
Page 2
Certain provisions of Florida law and anti-takeover provisions..., page 60
3. You state that your organizational documents contain provisions providing that special
meetings of shareholders may only be called by holders of record of at least 60% of the
voting power of all outstanding shares entitled to vote on such matter. Please revise your
disclosure here and on page 104 to clarify that your board of directors may also call a
special meeting. In this regard, we note that Article IX of your Second Amended and
Restated Articles of Incorporation filed as Exhibit 3.1 includes such a provision.
Item 5. Directors and Executive Officers, page 79
4. Please revise the biographical information included for each of Mark Glickman, Rayna
Hannaway and Steven Sonenreich to clarify the specific experience, qualifications,
attributes or skills that led to the conclusion that each such person should serve as a
director in light of your business and structure. Refer to Item 401(e)(1) 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.
            Please contact Eric Atallah at 202-551-3663 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters. Please contact
Jessica Dickerson at 202-551-8013 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Michael Minahan, Esq.

CORRESP
1
filename1.htm

July 9, 2026

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

    Attention:

    Eric Atallah

    Daniel Gordon

    Jessica Dickerson

    Laura Crotty

    Re:

    BIOSTEM TECHNOLOGIES, INC.

    Amendment No. 1 to Draft Registration Statement on Form 10

    Submitted May 28, 2026

    CIK No. 0001658678

Ladies and Gentlemen:

On behalf of our client, BioStem Technologies,
Inc., a Florida company (the “Company”), set forth below are the Company’s responses to the comments of the staff
of the Securities and Exchange Commission (the “Staff”) to Amendment No.1 to the Draft Registration Statement on Form
10 of the Company (the “Draft Registration Statement”) communicated to the Company in the Staff’s letter dated
June 15, 2026. In connection with such responses, the Company will publicly file, electronically via EDGAR, a Registration Statement on
Form 10 (“Form 10 Registration Statement”).

For ease of reference, each of the Staff’s
comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references
to page numbers in such responses are to page numbers in the Form 10 Registration Statement. Capitalized terms used in this
letter but not otherwise defined herein have the respective meanings ascribed to them in the Form 10 Registration Statement.

Amendment No. 1 to Draft Registration Statement on Form 10

Item 1. Business

Clinical Research and Development

BioRetain – Preserved Amniochorion (“BRAC”)
– DFU Clinical Trial, page 9

1. We note your statement that top-line results demonstrated
a higher incidence of complete wound closure in the BRAC treatment arm as compared to standard of care alone. Please disclose the top-line
results.

Response: The Company acknowledges the Staff's comment
and has revised the disclosure on page 11 of the Form 10 Registration Statement to disclose the top-line results of the BRAC clinical
study.

Intellectual Property

Exclusive Commercialization and IP Agreement,
page 21

2. We note your response to prior
comment 8. Please file a copy of your Termination Agreement with Hesed as an exhibit to the registration statement, or otherwise advise.
Refer to Item 601(b)(10) of Regulation S-K. In addition, revise your risk factors to address the termination of your License Agreement
with Hesed and the risks you identify related to the ownership of the intellectual property associated with AW2.

Response: The Company acknowledges the Staff's comment
and advises the Staff that it does not believe the notice of termination (the “Termination Notice”) is required to
be filed as an exhibit to the Form 10 Registration Statement pursuant to Item 601(b)(10) of Regulation S-K. The Termination Notice was
a short-form one page notice whereby Hesed Life and Medical, LLC (“Hesed”) exercised its pre-existing contractual right
to terminate the Exclusive Commercialization and IP Agreement dated June 29, 2023 (the “Commercialization Agreement”).
The Termination Notice did not constitute a separate agreement between the Company and Hesed and did not amend or modify the terms of
the Commercialization Agreement. Accordingly, because the Termination Notice merely exercised a pre-existing termination right and contains
no independent material terms, the Company respectfully submits that the Termination Notice is not required to be filed as an exhibit
pursuant to Item 601(b)(10) of Regulation S-K.

Additionally, in response to the Staff's comment, we have
also revised the disclosure on pages 25, 55 and 64 of the Form 10 Registration Statement.

Intellectual Property License Agreement,
page 21

3. We note your response to prior comment 3. Please further
revise your description of your license agreement with BioTissue Holdings, Inc. on page 21 to briefly describe the roles and responsibilities
of each party under the agreement. In addition, briefly describe the termination provisions of the agreement, and revise your risk factors
to describe any material risks that such termination may have on the company.

Response: The Company acknowledges the Staff's comment
and has revised the description of the Intellectual Property License Agreement with BioTissue Holdings, Inc. (the “IP License
Agreement”) on page 26 of the Form 10 Registration Statement. The Company has also revised its risk factors to describe the
material risks associated with a potential termination of the IP License Agreement on page 37 of the Form 10 Registration Statement.

Item 4. Security Ownership of Certain Beneficial
Owners and Management, page 68

4. We note your response to prior comment 18. Specifically,
we note your revisions in this section clarify that each Series A-1 Convertible Preferred Share is convertible into only one share of
common stock at the option of the holder. Please reconcile these revisions with your disclosure on page 89 that each Series A-1 Convertible
Preferred Share is convertible into 300 shares of common stock. In addition, please clarify, if true, that consistent with Exhibit 4.1,
all Series A-1 Convertible Preferred Shares would convert at the option of the holders of a majority of the Series A-1 Preferred Stock,
not at the option of each individual holder.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 103 of the Form 10 Registration Statement.

Item 9. Market Price of and Dividends on
the Registrant’s Common Equity…, page 83

5. We note your response to prior comment 22, and we reissue
the comment in part. Please include the information required by Item 201(a)(2) of Regulation S-K, including information regarding the
registration rights you granted the institutional investor in your May 2026 private placement. To the extent applicable, please also address
any registration rights covering shares that may become issuable pursuant to the anti-dilution protection provisions under your Securities
Purchase Agreement with the investor.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 95 and 96 of the Form 10 Registration Statement.

Note 3 – Business Combination

Overview, page F-7

6. We note that you included disclosure that you are unable
to provide pro forma net income at this time. Please confirm that you plan to revise this disclosure to provide the required pro forma
disclosures. In addition, we note that you have requested that the Division of Corporation Finance Chief Accounting office waive the Rule
3-05 requirement for the purchase of BioTissue Holdings, Inc. We may have further comments after that submission is resolved.

Response: The Company acknowledges the Staff's comment
and has revised the disclosure in Note 3 to provide the required pro forma disclosures on page F-8. In addition, pursuant to the letter
received from the Division of Corporation Finance Chief Accounting Office dated June 17, 2026, granting the Company's request for relief
from the Rule 3-05 requirement for the acquisition of BioTissue Holdings, Inc., the Company has provided abbreviated audited financial
statements for the year ended December 31, 2025 in lieu of the full Rule 3-05 financial statements.

* * *

    2

If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact Flora R. Perez, Esq. at (954) 768-8210.

    Very truly yours,

    Greenberg Traurig, P.A.

    By:
    /s/ Flora R. Perez

    Flora R. Perez, Esq.

    cc:
    Brandon Poe, Chief Financial Officer

    3

June 15, 2026
Jason Matuszewski
Chief Executive Officer
BioStem Technologies, Inc.
2836 Center Port Circle
Pompano Beach, FL 33064
Re: BioStem Technologies, Inc.
Amendment No. 1 to Draft Registration Statement on Form 10
Submitted May 28, 2026
CIK No. 0001658678
Dear Jason Matuszewski:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement and non-
public draft submissions on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
May 18, 2026, letter.
Amendment No. 1 to Draft Registration Statement on Form 10
Item 1. Business
Clinical Research and Development
BioRetain – Preserved Amniochorion ("BRAC") – DFU Clinical Trial, page 9
1. We note your statement that top-line results demonstrated a higher incidence of complete
wound closure in the BRAC treatment arm as compared to standard of care alone. Please
disclose the top-line results.
Intellectual Property
Exclusive Commercialization and IP Agreement, page 21
We note your response to prior comment 8. Please file a copy of your Termination
Agreement with Hesed as an exhibit to the registration statement, or otherwise advise. 2.

June 15, 2026
Page 2
Refer to Item 601(b)(10) of Regulation S-K. In addition, revise your risk factors to address
the termination of your License Agreement with Hesed and the risks you identify related
to the ownership of the intellectual property associated with AW2.
Intellectual Property License Agreement, page 21
3. We note your response to prior comment 3. Please further revise your description of your
license agreement with BioTissue Holdings, Inc. on page 21 to briefly describe the roles
and responsibilities of each party under the agreement. In addition, briefly describe the
termination provisions of the agreement, and revise your risk factors to describe any
material risks that such termination may have on the company.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 68
4. We note your response to prior comment 18. Specifically, we note your revisions in this
section clarify that each Series A-1 Convertible Preferred Share is convertible into only
one share of common stock at the option of the holder. Please reconcile these revisions
with your disclosure on page 89 that each Series A-1 Convertible Preferred Share is
convertible into 300 shares of common stock. In addition, please clarify, if true, that
consistent with Exhibit 4.1, all Series A-1 Convertible Preferred Shares would convert at
the option of the holders of a majority of the Series A-1 Preferred Stock, not at the option
of each individual holder.
Item 9. Market Price of and Dividends on the Registrant's Common Equity..., page 83
5. We note your response to prior comment 22, and we reissue the comment in part. Please
include the information required by Item 201(a)(2) of Regulation S-K, including
information regarding the registration rights you granted the institutional investor in your
May 2026 private placement. To the extent applicable, please also address any registration
rights covering shares that may become issuable pursuant to the anti-dilution protection
provisions under your Securities Purchase Agreement with the investor.
Note 3 - Business Combination
Overview, page F-7
6. We note that you included disclosure that you are unable to provide pro forma net income
at this time. Please confirm that you plan to revise this disclosure to provide the required
pro forma disclosures. In addition, we note that you have requested that the Division of
Corporation Finance Chief Accounting office waive the Rule 3-05 requirement for the
purchase of BioTissue Holdings, Inc. We may have further comments after that
submission is resolved.

June 15, 2026
Page 3
            Please contact Eric Atallah at 202-551-3663 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters. Please contact
Jessica Dickerson at 202-551-8013 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Michael Minahan, Esq.

May 18, 2026
Brandon Poe
Chief Financial Officer
BioStem Technologies, Inc.
2836 Center Port Circle
Pompano Beach, FL 33064
Re: BioStem Technologies, Inc.
Draft Registration Statement on Form 10
Submitted April 20, 2026
CIK No. 0001658678
Dear Brandon Poe:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement and non-
public draft submissions on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form 10
Item 1. Business
Business Overview, page 4
1. We note your reference to the company as "a leader in regenerative medicine." Please
disclose your basis for this statement.
We note your statement that you deliver "clinically effective solutions that promote tissue
repair and regeneration." You then highlight some of the ways in which patients benefit
from these technologies, including with respect to wound closure rates, quality of life,
faster healing, improved restoration of function and reduced rates of complications. Please
address the following:
•Clarify what you mean by "clinically effective." For example only, clarify whether
you mean that the benefits you highlight have been observed in a clinical setting or
whether they been proven in clinical trials.
Tell us whether the benefits you highlight are the results of head-to-head trials. If so,
please so state and disclose the measure(s) against which the comparisons are made. If
the benefits are not the results of head-to-head trials, please remove the comparisons •2.

May 18, 2026
Page 2
or otherwise advise.
3. We note your disclosure that, in January 2026, you "expanded your portfolio through the
purchase and licensing of certain assets from BioTissue Holdings Inc.'s surgical and
wound care business," including the Neox and Clarix product lines. Please revise your
disclosures as appropriate throughout the registration statement to address the following:
•Clarify which purchased assets you now own and which purchased assets you in-
license. Your revised disclosure should include a description of the material terms of
any material license, and you should file a copy of any material license as an exhibit to
the registration statement. Refer to Item 601(b)(10) of Regulation S-K.
•Clarify how your business strategy, particularly as it relates to your product offerings,
has changed subsequent to the asset purchase. In this regard, we note your historical
revenues were largely driven by VendajeAC and AmnioWrap2 (AW2), but you now
provide very little disclosure about these specific products, highlighting instead the
Neox and Clarix product lines you purchased from BioTissue and the Vendaje family
generally.
•Briefly describe the status of your development and/or commercialization efforts for
the Neox and Clarix product lines.
Competitive Strengths, page 6
4. We note your reference to "AATB" on page 7. Please define this acronym at its first use.
Clinical Research and Development, page 9
5. We note your statement that you "have devoted considerable resources to clinical trials to
support reimbursement of [y]our products…." Please clarify whether clinical trials are
required, or you have otherwise conducted clinical trials, for any other purpose. In
addition, disclose whether any such clinical trials have been conducted, or are otherwise
planned for, the products you acquired from BioTissue.
6. We note you briefly describe three clinical trials with BioRetain. For each clinical trial,
please briefly describe the "standard of care" used, the trial design and the patient
eligibility requirements. In addition, for the completed trial, disclose the objective results
from the trial, including whether there were any serious adverse effects and the p-value
associated with the results. In this regard, we note you refer to the results as "statistically
significant."
7. Please disclose your plans for BioRetain upon completion of the described clinical trials.
For example, describe any additional steps required before seeking reimbursement for
BioRetain products or any additional steps you otherwise plan to take, including whether
you plan to conduct any additional studies, upon completion of these trials.
Our Products
Other Products, page 9
You state that your portfolio includes additional perinatal tissue-based products, including
AW2. However, we note your statement on page 55 that your license agreement pursuant
to which you licensed the rights to manufacture and commercialize AW2 was canceled in
2026. Please revise your disclosures, as appropriate, to clarify whether AW2 is still
included in your product portfolio and, if so, what rights you have with respect thereto. In
addition, given that AW2 has historically comprised a significant portion of your revenues, 8.

May 18, 2026
Page 3
please disclose any material impact that you anticipate the termination of the license will
have on the company.
Coverage and Reimbursement, page 10
9. We note your statement that reimbursement of your products "varies significantly
depending on the application and/or site of care in which they are used." Please briefly
describe the extent to which your products are currently approved for reimbursement.
Customers, page 10
10. Please revise your disclosure in this section to briefly describe your dependence on one or
a few major customers. In this regard, we note your disclosure elsewhere in the prospectus
that you generated approximately 99% and 98%, respectively, of your consolidated net
revenue from one customer, Venture Medical, LLC. Refer to Item 101(h)(4)(vi) of
Regulation S-K.
Manufacturing, page 10
11. We note your reference to a Manufacturing Supply Agreement with BioTissue. Please file
a copy of this agreement as an exhibit to the registration statement, or otherwise advise.
Refer to Item 601(b)(10) of Regulation S-K.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
Results of Operations for the Years Ended December 31, 2025 and 2024
Revenue, net, page 56
12. We note you attribute the $22.2 million decrease in revenue in 2025 primarily to
“competition from similar products with favorable CMS reimbursement rates.” Please
quantify the impact of changes in volume versus price and discuss any other contributing
factors.   Refer to Item 303(b)(2) of Regulation S-K.
13. As a related matter given that 99% of revenue in 2025 was derived from a single customer,
please expand your MD&A to discuss:
•The risks associated with this concentration.
•The impact of any changes in the relationship, payment terms, or collectibility.
•Any known trends or uncertainties related to this customer that could materially affect
your results.
Gross Profit, page 57
14. Please revise to discuss the impact of changes in product mix, pricing, and cost structure
on your gross margin. For example, explain how the transition away from AW2 licensing
fees and the addition of new product lines affected cost of goods sold and gross profit.
Research & Development Expenses, page 57
15. We note your disclosure of various development programs on page 9.  Please disclose the
costs incurred during each period presented for significant program areas. If you do not
track your research and development costs by program, please disclose that fact and
explain why you do not maintain and evaluate research and development costs by
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). In addition, please provide similar quantitative or qualitative
disclosure related to your General and Administrative Expenses.

May 18, 2026
Page 4
Sales and Marketing Expenses, page 57
16. We note the significant increase in your sales and marketing expenses in 2025 was
primarily due to an $8.6 million increase in bad debt expense. Please revise to:
•Clearly explain the specific circumstances leading to the increase in bad debt expense.
•Quantify the impact of the other contributing factors cited.
Item 3. Properties, page 61
17. You state that, on May 29, 2025, your subsidiary, BioStem Properties, LLC, entered into
an Agreement for the Purchase and Sale of certain property. Please clarify whether you
have completed the purchase of the property.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 61
18. We note your disclosure in note 1 to the table that each Series A-1 Convertible Preferred
Share is convertible into 300 shares of common stock. Please tell us why notes 2, 3 and 6
to the beneficial ownership table state that each of the corresponding rows includes only
100 shares of common stock issuable upon conversion of 100 Series A-1 Convertible
Preferred Shares, or revise your disclosures as appropriate to reconcile this apparent
inconsistency.
Item 6. Executive Compensation
Executive Employment Agreement with Brandon Poe, page 67
19. You state that, under his employment agreement, Brandon Poe is entitled to an annual base
salary of $491,000 and a sign-on bonus in the amount of $50,000. Please clarify whether
Mr. Poe's salary was prorated based on the date of the agreement, and if so, reconcile such
amount with the amount presented for Mr. Poe in the "Salary" column of the Summary
Compensation Table. Please also clarify for us whether the sign-on bonus has been paid
and is included in the Summary Compensation Table.
Director Compensation as of December 31, 2025, page 73
20. You state that the table in this section presents the total compensation for each person who
served as a non-employee director during the fiscal year ended December 31, 2025 and
that, other than as set forth in the table, you did not pay any compensation to any of your
directors during 2025. Please revise your disclosure here to clarify, consistent with note 7
to the Summary Compensation Table, that you paid compensation to Brandon Poe in 2025
for his service as a director prior to becoming your Chief Financial Officer and that such
compensation is included in Summary Compensation Table.
Common and Preferred Stock, page 76
21. Please revise your disclosure throughout the registration statement to accurately and
consistently reflect the number of authorized shares of common stock and preferred stock.
In this regard, we note your statement here that your authorized capital stock includes
500,000,000 shares of common stock, but your other disclosures and Exhibit 3.1 to the
registration statement state that your authorized capital stock includes 975,000,000 shares
of common stock. Similarly, you state here, consistent your other disclosures and Exhibit
3.1, that your authorized capital stock includes 25,000,000 shares of preferred stock.
However, on page 50, you state that your organizational documents authorize your board
to approve the issuance of up to 15,000,000 shares of "blank check" preferred stock.

May 18, 2026
Page 5
Item 9. Market Price of and Dividends on the Registrant's Common Equity…, page 76
22. Please include the information required by Item 201(a)(1)(iii) and 201(a)(2) of Regulation
S-K.
Item 10. Recent Sales of Unregistered Securities, page 77
23. For the issuances of options, please disclose the applicable exercise prices.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-11
24. We note from your disclosure on page 60 that payments made under the Distribution and
Sales Agreement are treated as a discount to revenue in accordance ASC 606-10-32-26.
Please address the following:
•Describe the types of payments, credits, or other forms of consideration that are made
to customers and the business purpose of these payments.
•Explain how you determine whether a payment to a customer is accounted for as a
reduction of revenue versus an expense, in accordance with ASC 606-10-32-25
through 32-27.  Indicate whether there have been any changes in your accounting
policy or practice regarding consideration payable to customers during the periods
presented.
•Quantify the total amount of consideration payable to customers recognized as a
reduction of revenue for all periods presented.
            Please contact Eric Atallah at 202-551-3663 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters. Please contact
Jessica Dickerson at 202-551-8013 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Michael Minahan, Esq.