SecProbe.io

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 Elutia Inc.

 12510 Prosperity Drive, Suite 370

 Silver Spring, MD 20904

 April 7, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Re:

 Elutia Inc.

 Registration Statement on Form S-3

 Request for Acceleration of Effectiveness

 File No. 333-285870

 Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C, Elutia Inc.
(the "Company") hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3, be accelerated
to Monday, April 7, 2025, at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Securities Act of 1933.

 The Company requests that we be notified of such
effectiveness by a telephone call to David M. Eaton of Kilpatrick Townsend & Stockton LLP at 415.273.4324 and that such effectiveness
also be confirmed in writing.

 Very truly yours,

 /s/ Matthew Ferguson

 Matthew Ferguson

 Chief Financial Officer

 cc:
 David M. Eaton, Kilpatrick Townsend & Stockton LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Matthew Ferguson
Chief Financial Officer
Elutia, Inc.
12510 Prosperity Drive, Suite 370
Silver Spring, MD 20904

 Re: Elutia, Inc.
 Registration Statement on Form S-3
 Filed March 18, 2025
 File No. 333-285870
Dear Matthew Ferguson:

 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: David Eaton, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Elutia Inc.

12510 Prosperity Drive, Suite 370

Silver Spring, MD 20904

November 30, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

    Elutia Inc.

    Registration Statement on Form S-3

    Request for Acceleration of Effectiveness

    File No. 333- 275666

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C, Elutia
Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3,
be accelerated to Monday, December 4, 2023, at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Securities Act of 1933.

The Company requests that we be notified of such
effectiveness by a telephone call to David M. Eaton of Kilpatrick Townsend & Stockton LLP at 415.273.4324 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    /s/ Matthew Ferguson

    Matthew Ferguson

    Chief Financial Officer

    cc:
    David M. Eaton, Kilpatrick Townsend & Stockton LLP

United States securities and exchange commission logo
November 27, 2023
Matt Ferguson
Chief Financial Officer
ELUTIA INC.
12510 Prosperity Drive, Suite 370
Silver Spring, MD 20904
Re:ELUTIA INC.
Registration Statement on Form S-3
Filed November 20, 2023
File No. 333-275666
Dear Matt Ferguson:
            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:       David Eaton, Esq.

CORRESP
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Aziyo Biologics, Inc.

12510 Prosperity Drive, Suite 370

Silver Spring, MD 250904

September 7, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation
Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Aziyo Biologics, Inc.

    Registration Statement on Form S-3

Filed August 31, 2022

    File No. 333-267197

To whom it may concern:

Pursuant to Rule
461(a) under the Securities Act of 1933, as amended, Aziyo Biologics, Inc. (the “Company”) hereby respectfully
requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-267197) be accelerated by the
Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on September 8, 2022 or as soon as practicable thereafter.

*       *       *       *

The Company requests that we be notified
of such effectiveness by a telephone call to Wesley C. Holmes of Latham & Watkins LLP at (617) 948-6027 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    Aziyo Biologics, Inc.

    By:
    /s/ Matthew Ferguson

    Matthew Ferguson

    Chief Financial Officer

cc: Wesley C. Holmes, Latham & Watkins LLP

United States securities and exchange commission logo
September 6, 2022
C. Randal Mills, Ph.D.
President and Chief Executive Officer
Aziyo Biologics, Inc.
12510 Prosperity Drive, Suite 370
Silver Spring, MD 20904
Re:Aziyo Biologics, Inc.
Registration Statement on Form S-3
Filed August 31, 2022
File No. 333-267197
Dear Dr. Mills:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wesley C. Holmes

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Aziyo Biologics, Inc.

12510 Prosperity Drive, Suite 370

Silver Spring, MD 250904

February 2, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Aziyo Biologics, Inc.

Registration Statement on Form S-3

Filed January 21, 2022

File No. 333-262295

To whom it may concern:

Pursuant to Rule 461(a) under
the Securities Act of 1933, as amended, Aziyo Biologics, Inc. (the “Company”) hereby respectfully requests
that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-262295) be accelerated by the
Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on February 3, 2022 or as soon as practicable thereafter.

 * *
                                                                              *
                                                                              *

The Company requests that we be notified of such
effectiveness by a telephone call to Wesley C. Holmes of Latham & Watkins LLP at (617) 948-6027 and that such effectiveness also
be confirmed in writing.

 Very truly yours,

  Aziyo Biologics, Inc.

 By: /s/ Ronald Lloyd

    Ronald Lloyd

    President and Chief Executive Officer

 cc: Wesley C. Holmes, Latham & Watkins LLP

United States securities and exchange commission logo
January 28, 2022
Ronald Lloyd
President and Chief Executive Officer
Aziyo Biologics, Inc.
12510 Prosperity Drive, Suite 370
Silver Spring, MD 20904
Re:Aziyo Biologics, Inc.
Registration Statement on Form S-3
Filed January 21, 2022
File No. 333-262295
Dear Mr. Lloyd :
            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 Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wesley C. Holmes, Esq.

CORRESP
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October 2, 2020

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alan Campbell

Re:       Aziyo Biologics,
Inc.

Registration Statement on Form
S-1

Filed September 14, 2020

Registration No. 333-248788

Dear Mr. Campbell:

In accordance with
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on October 6,
2020, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Aziyo Biologics, Inc. (the “Company”)
or its counsel may request via telephone call to the staff. Please contact Wesley Holmes of Latham & Watkins LLP, counsel to
the Company, at (617) 948-6027, or in his absence, Charles Ruck at (714) 755-8245, to provide notice of effectiveness, or if you
have any other questions or concerns regarding this matter.

    Sincerely yours,

    Aziyo Biologics, Inc.

    By:
    /s/ Ronald Lloyd

    Ronald Lloyd

    President and Chief Executive Officer

cc:   Wesley Holmes, Esq.

Charles Ruck, Esq.

CORRESP
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Piper Sandler & Co.

800 Nicollet Mall, Suite 800

Minneapolis, Minnesota 55402

Cowen and Company, LLC

599 Lexington Avenue

New York, New York 10022

October 2, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Aziyo Biologics, Inc.

Registration Statement on Form S-1, as amended
(File No. 333-248788)

Request for Acceleration of Effective
Date

Ladies and Gentlemen:

In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join
in the request of Aziyo Biologics, Inc. (the “Company”) for acceleration of the effective date of the above-named
Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on October 6, 2020, or as soon thereafter as
practicable, or at such other time thereafter as the Company or its outside counsel, Latham & Watkins LLP, may request
by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act,
we, as representatives of the several underwriters, wish to advise you that we have carried out the following distribution of the
Company’s preliminary prospectus dated September 30, 2020:

 (i) Dates of distribution: September 30, 2020 through the date hereof

 (ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 4

 (iii) Number of preliminary prospectuses furnished to investors: approximately 800

 (iv) Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants
and underwriters’ counsel: approximately 4

The undersigned advise that they have complied
and will continue to comply, and each underwriter has advised the undersigned that it has complied and will continue to comply,
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    Very truly yours,

    PIPER SANDLER & CO.

    COWEN AND COMPANY, LLC

    As representatives of the several underwriters listed in Schedule I to the Underwriting
    Agreement

    PIPER SANDLER & CO.

    By:
    /s/ Neil Riley

    Name:
    Neil Riley

    Title:
    Managing Director

    COWEN AND COMPANY, LLC

    By:
    /s/ Rob Weir

    Name:
    Rob Weir

    Title:
    Managing Director

[Signature Page to Underwriters’
Acceleration Request]

CORRESP
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    200 Clarendon Street

    Boston, Massachusetts  02116

    Tel: +1.617.948.6000  Fax: +1.617.948.6001

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

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    Hamburg
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    London
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    Los Angeles
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    Milan

September 14, 2020

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attention:
                              Tracey McKoy

Al Pavot

Alan Campbell

Mary Beth Breslin

 Re:
                              Aziyo Biologics, Inc.

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

Submitted August 17, 2020

CIK No. 0001708527

Ladies and Gentlemen:

On behalf of our client, Aziyo Biologics,
Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities
Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, please find
enclosed for filing with the Securities and Exchange Commission (the “Commission”) a complete copy of
the Registration Statement on Form S-1 (the “Registration Statement”), which was initially submitted
to the Commission on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act on
July 10, 2020 (the “Original Draft Submission”) and subsequently amended on August 17, 2020 in response
to the comment letter from the staff of the Commission (the “Staff”) on August 6, 2020 (“Amendment
No. 1” and together with the Original Draft Submission, the “Draft Submission”).

The Company is concurrently filing the
Registration Statement, which reflects certain revisions to the Draft Submission in response to the comment letter from the
staff of the Commission (the “Staff”) to Ronald Lloyd, the Company’s President and Chief
Executive Officer, dated September 1, 2020. The responses provided herein are based on information provided to
Latham & Watkins LLP by the Company. For your convenience we are also providing five copies of the Registration
Statement, marked to show changes against Amendment No. 1, in the traditional non-EDGAR format, as well as a copy of this
letter.

September 14, 2020

Page 2

The numbered paragraphs in italics below
set forth the Staff’s comments together with the Company’s response. Unless otherwise indicated, capitalized terms
used herein have the meanings assigned to them in the Registration Statement and all references to page numbers in such responses
are to page numbers in the Registration Statement.

Amendment No. 1 to Draft Registration
Statement on Form S-1 submitted August 17, 2020

Prospectus Summary

Overview, page 1

1. We note your response to prior comment 1 and your updates to the disclosure elsewhere in your document regarding your agreements.
Please revise your disclosure here and on pages 86 and 105 to clarify that these partnerships are commercial agreements only and
do not extend to joint research and development efforts.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 1, 4, 89, 108 and 111 of the Registration
Statement to clarify the commercial nature of these agreements.

Net Cash Used in Operating Activities,
page 94

2. We note that your inventory increase had a material adverse impact on your 2020 operating cash flows. Please disclose why
your finished goods inventory increased 33% (page F-15) whereas your 2020 net sales decreased 6%. Please address the relevant factors
identified in your page 31 inventory management/impairment risk factor. See Item 303(b)(1) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 97 of the Registration Statement to better
explain the factors affecting the Company’s operating cash flows during the six months ended June 30, 2020, including the
reason for the increase in finished goods inventory during such period.

The Company respectfully advises the Staff that while there
was an overall decline in the Company’s net sales for the six months ended June 30, 2020 as compared to the six months ended
June 30, 2019, as disclosed on page 94 of the Registration Statement, net sales from the Company’s Core Products increased
significantly during the six months ended June 30, 2020 as compared to the six months ended June 30, 2019. This increase was largely
attributable to sales volume growth during the six months ended June 30, 2020 related to two of the Company’s Core Products
that also largely accounted for the increase in finished goods inventory during such period—SimpliDerm (which accounted for
$1.4 million of the increase) and FiberCel (which accounted for $0.7 million of the increase).

    2

September 14, 2020

Page 3

The
Company respectfully advises the Staff that the inventory growth for SimpliDerm and FiberCel during the first half of 2020 was
the result of steps taken by the Company to better secure a sufficient supply of these products in light of forecasted demand,
and in anticipation of the Company’s annual plant maintenance shutdown scheduled to occur shortly following the balance
sheet date, as discussed below. With respect to SimpliDerm, as disclosed in the Registration Statement, the Company launched this
product during the second half of 2019 and experienced meaningful revenue growth for this product toward the end of 2019. Based
on this historical demand and the Company’s forecasted increase in demand from its engagement of additional independent sales
agents, the Company increased production of SimpliDerm during the first six months of 2020 in order to better ensure that sufficient
quantities of this product would be on hand during this extended launch period. Similarly, with respect to FiberCel, the Company
experienced considerable growth in demand in the early part of 2020 from its commercial partner Medtronic, as well as from a second
customer that sells a privately labeled version of FiberCel. Furthermore, the forecasts the Company received from both Medtronic
and this second customer required that the Company undertake a significant inventory build in order to ensure the Company would
be able to fulfill such forecasted demand. In addition, the Company further increased its production of both SimpliDerm and FiberCel
ahead of the Company’s annual plant maintenance shutdown, which was scheduled to occur during the last two weeks in July,
and during which time the Company was aware that no production would be able to occur, which served to further accelerate production
of these products in the first half of 2020.

In addition, in order to address the inventory realizability
risks discussed in the “Risk Factors” section of the Registration Statement—most notably the risks related to
forecast inaccuracies yielding excess quantities and shelf-life expiries—the Company respectfully advises the Staff that
the Company analyzes its inventory positions versus its historical and projected sales at each quarter-end. The sales forecasts
analyzed as part of this review also consider the remaining shelf-life on such inventory which, in the case of SimpliDerm and FiberCel,
is two years. The Company respectfully advises the Staff that, consistent with its usual practice, it conducted such analysis as
of June 30, 2020 and, after considering these expiry dates and sales forecasts versus inventory levels as of such date as discussed
above, all amounts recorded on the Company’s balance sheet in respect of such inventory were deemed to be realizable.

Note 15, page F-25

3. Please expand the disclosures here and on pages 16 and 85 to address the stock split. Also, please quantify for us the number
of converted preferred shares that you expect to include in 2020 pro forma loss per share and the number of preferred stock liquidation
shares that you expect to exclude from 2020 pro forma loss per share. We note the 45 million shares amount disclosed in Note 14.
Please clarify for us why your pro forma loss per share numbers exclude the liquidation shares.

    3

September 14, 2020

Page 4

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 16, 88 and F-26 of the Registration Statement
to clarify that its pro forma net loss per share presentation gives retrospective effect to the reverse stock split. In addition,
the Company respectfully advises the Staff that, in addition to the converted preferred shares, the Company also intends to include
in its pro forma net loss per share presentation the shares of common stock issuable in respect of the liquidation preference payable
to holders of its Series A convertible preferred stock, the shares of common stock issuable upon the assumed net exercise of the
common stock warrant and the preferred stock warrants and, in the case of the pro forma net loss per share presentation for the
six months ended June 30, 2020, the shares of common stock issuable upon the conversion of the 2020 Bridge Notes (in each case,
as described in Note 15 to the Company’s consolidated financial statements), and has revised its disclosure on pages F-8,
F-9 and F-25 through F-27 of the Registration Statement accordingly.

*         *         *         *         *

    4

September 14, 2020

Page 5

Please do not hesitate to contact me at
(617) 948-6027 with any questions or further comments you may have regarding this submission or if you wish to discuss the above.

    Sincerely,

    /s/ Wesley C. Holmes

    Wesley C. Holmes

    of LATHAM & WATKINS LLP

cc: (via e-mail)

Ronald Lloyd, President and Chief Executive Officer,
Aziyo Biologics, Inc.

Charles Ruck, Esq., Latham & Watkins
LLP

Alan F. Denenberg, Esq., Davis Polk & Wardwell
LLP

Ali DeGolia, Esq., Davis Polk & Wardwell LLP

    5

United States securities and exchange commission logo
September 1, 2020
Ronald Lloyd
President and Chief Executive Officer
Aziyo Biologics, Inc.
12510 Prosperity Drive, Suite 370
Silver Spring, MD 20904
Re:Aziyo Biologics, Inc.
Draft Registration Statement on Form S-1
Submitted August 17, 2020
CIK No. 0001708527
Dear Mr. Lloyd:
            We have reviewed your amended draft offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR.  If
you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.  After reviewing any amendment
to your draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted August 17, 2020
Prospectus Summary
Overview, page 1
1.We note your response to prior comment 1 and your updates to the disclosure elsewhere in
your document regarding your agreements. Please revise your disclosure here and on
pages 86 and 105 to clarify that these partnerships are commercial agreements only and do
not extend to joint research and development efforts.
Net Cash Used in Operating Activities, page 94
2.We note that your inventory increase had a material adverse impact on your 2020
operating cash flows. Please disclose why your finished goods inventory increased 33%
(page F-15) whereas your 2020 net sales decreased 6%. Please address the relevant factors

 FirstName LastNameRonald Lloyd
 Comapany NameAziyo Biologics, Inc.
 September 1, 2020 Page 2
 FirstName LastName
Ronald Lloyd
Aziyo Biologics, Inc.
September 1, 2020
Page 2
identified in your page 31 inventory management/impairment risk factor. See Item
303(b)(1) of Regulation S-K.
Note 15, page F-25
3.Please expand the disclosures here and on pages 16 and 85 to address the stock split. Also,
please quantify for us the number of converted preferred shares that you expect to include
in 2020 pro forma loss per share and the number of preferred stock liquidation shares that
you expect to exclude from 2020 pro forma loss per share. We note the 45 million
shares amount disclosed in Note 14. Please clarify for us why your pro forma loss per
share numbers exclude the liquidation shares.
            You may contact Tracey McKoy at 202-551-3772 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wesley C. Holmes

United States securities and exchange commission logo
August 6, 2020
Ronald Lloyd
President and Chief Executive Officer
Aziyo Biologics, Inc.
12510 Prosperity Drive, Suite 370
Silver Spring, MD 20904
Re:Aziyo Biologics, Inc.
Draft Registration Statement on Form S-1
Submitted July 10, 2020
CIK No. 0001708527
Dear Mr. Lloyd:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted July 10, 2020
Prospectus Summary
Overview, page 1
1.We note your reference to "partnerships" with major medical device companies including
Boston Scientific and Medtronic. Please briefly clarify the nature of these partnerships,
and in the appropriate section of the document, explain the form of the partnership, its
duration, the rights and obligations of the parties and whether there are formalized
agreements in place governing these relationships. If so, please file these as exhibits or tell
us why you do not believe they are required to be filed under Regulation S-K Item
601(b)(10).

 FirstName LastNameRonald Lloyd
 Comapany NameAziyo Biologics, Inc.
 August 6, 2020 Page 2
 FirstName LastName
Ronald Lloyd
Aziyo Biologics, Inc.
August 6, 2020
Page 2
2.We note your statements here and throughout your document referring to estimates. As a
non-exhaustive list of illustrative examples only, we note the following:

•It is estimated that more than two million patients were either implanted with medical
devices...or tissue expanders...in the United States in 2019.
•In 2019, it is estimated that there were more than 600,000 procedures in the United
States to install or replace implantable electronic devices...which represents an
estimated $600 million opportunity.
•It is estimated that there were more than 100,000 procedures in the United States in
2019 using biologic matrices for plastic and reconstructive surgery, which constituted
an approximately $500 million market.

Please revise your disclosure to provide the basis for these estimates, including whether
they are based on third-party surveys and data gathering or on management's belief.
3.For each of your products, please revise your disclosure to state the procedures or
applications for which your product has been approved as well as the procedures or
applications for which you are currently seeking approval.
Soft Tissue Reconstruction Market, page 7
4.Please define the term HADM the first time it is used in your disclosure.
Implications of Being an Emerging Growth Company and a Smaller Reporting Company, page 9
5.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Use of Proceeds, page 77
6.Please revise your disclosure to indicate the approximate amount of the proceeds from the
offering that is intended to be used for each purpose disclosed.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Net Sales, page 88
7.Given that non-core sales are material to total sales and declined significantly in 2019,
please disclose whether there are any known events or circumstances that you expect will
cause 2020 non-core sales to decline materially relative to 2019. See Section 501.02 of the
Financial Reporting Codification.

 FirstName LastNameRonald Lloyd
 Comapany NameAziyo Biologics, Inc.
 August 6, 2020 Page 3
 FirstName LastName
Ronald Lloyd
Aziyo Biologics, Inc.
August 6, 2020
Page 3
Revenue Interest Obligation, page 98
8.Please revise your disclosure to state which of your current products are subject to the
Revenue Interest Obligation as well as any product candidates under development that
may become subject to the Revenue Interest Obligation.
Business
Implantable Electronic Devices/Cardiovascular Market, page 106
9.We note your disclosure concerning a review of studies covering publications from 1981
through 2019 regarding infection and migration rates for implantable electronic devices.
Please revise your disclosure to discuss who conducted the review, how many studies
were reviewed, the average infection and migration rates across the studies and how
publications were selected to be included in the review.

Please also explain to us why you decided to include studies from 1981 through 2000.
10.We note your disclosure regarding the lack of provision of long-term stabilization from
the TYRX device as well as your claim that any stabilization of the implanted device is
provided by scar tissue, which can lead to complications. Please revise your disclosure to
state whether these claims are based on third-party studies or on management's belief.
Implantable Electronic Device
Clinical Studies, page 112
11.Please update your description of the SECURE study to state the primary and secondary
endpoints of the study; whether any adverse events or serious adverse events were deemed
to be related to the CanGaroo envelope and the nature of any such events; and the
infection and migration rates for all of the patients in the study that received the Cangaroo
envelope.
Orthopedic/Spinal Repair
Pre-clinical Studies, page 113
12.Please present support for your claim that your viable bone matrices were superior in all
characteristics examined compared to other products.
Soft Tissue Reconstruction
Pre-clinical Studies, page 113
13.We note your disclosure regarding the preclinical studies conducted for SimpliDerm.
Please revise your disclosure to provide the data that supports your claims in this
subsection, including the statements that SimpliDerm's structurally intact matrix was
closest to the native human dermis among the HADMs evaluated in one study and that
SimpliDerm showed less acute and chronic inflammation and less fibrosis than AlloDerm
RTU in another study.

 FirstName LastNameRonald Lloyd
 Comapany NameAziyo Biologics, Inc.
 August 6, 2020 Page 4
 FirstName LastName
Ronald Lloyd
Aziyo Biologics, Inc.
August 6, 2020
Page 4
Competition, page 114
14.We note your disclosure on page 26 that some of your competitors' products are subject to
a simpler reimbursement process. Please update your disclosure to further discuss the
reimbursement process for your products and those of your competitors.
Intellectual Property, page 116
15.Please provide the jurisdictions for your owned and in-licensed foreign patents.
License Agreement with Cook Biotech, page 117
16.Please revise to disclose the expected expiration date of the last-to-expire patent.
Principal Stockholders, page 147
17.Please identify the natural persons who are the beneficial owners of the shares held by
KeraLink International, Inc.
Note 15, page F-23
18.Please say how the stock split referenced on page 11 impacts this disclosure.
            You may contact Tracey McKoy at 202-551-3772 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wesley C. Holmes