SecProbe.io

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 BIOMX INC.

 22 Einstein St., Floor 4

 Ness Ziona, Israel 7414003

 April 21, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences
Washington, D.C. 20549

 Attention: Tim Buchmiller

 Re: BiomX Inc.
Registration Statement on Form S-1
Filed April 11, 2025
File No. 333-286496 (the " Registration Statement ")
Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 of
the rules and regulations of the Securities and Exchange Commission (the " Commission ") under the Securities
Act of 1933, as amended, BiomX Inc. (the " Company ") hereby respectfully requests acceleration of the effective
date of the Registration Statement, so that it may become effective at 4:30 p.m., Eastern Time, on April 23, 2025, or as soon thereafter
as practicable.

 Should any member of the
staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP,
attention: Alla Digilova, Esq. at (212) 659-4993.

 Very truly yours,

 BIOMX INC.

 By:
 /s/ Jonathan Solomon

 Jonathan Solomon Chief Executive Officer

 cc: Alla Digilova, Esq., Haynes and Boone, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 17, 2025

Jonathan Solomon
Chief Executive Officer
BiomX Inc.
22 Einstein St., Floor 4
Ness Ziona, Israel 7414003

 Re: BiomX Inc.
 Registration Statement on Form S-1
 Filed April 11, 2025
 File No. 333-286496
Dear Jonathan Solomon:

 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: Alla Digilova, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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BIOMX INC.

22 Einstein St., Floor 4

Ness Ziona, Israel 7414003

July 11, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Re: BiomX Inc.

Registration Statement on Form S-3

Originally filed on April 29, 2024, as amended on July 9, 2024 and July 11, 2024

File No. 333-278986 (as amended, the “Registration Statement”)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the
rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, BiomX Inc. (the “Company”) hereby respectfully requests acceleration of the effective date
of the Registration Statement, so that it may become effective at 5:00 p.m., Eastern Time, on July 15, 2024, or as soon thereafter as
practicable.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Alla Digilova, Esq. at (212) 659-4993.

    Very truly yours,

    BIOMX Inc.

    By:
    /s/ Jonathan Solomon

    Jonathan Solomon

    Chief Executive Officer

cc:   Alla Digilova, Esq., Haynes
and Boone, LLP

United States securities and exchange commission logo
June 17, 2024
Jonathan Solomon
Chief Executive Officer
BiomX Inc.
22 Einstein St., 4th Floor
Ness Ziona, Israel 7414003
Re:BiomX Inc.
Preliminary Proxy Statement on Schedule 14A
Filed May 28, 2024
File No. 001-38762
Dear Jonathan Solomon:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alla Digilova, Esq.

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HAYNES AND BOONE, LLP

30 Rockefeller Plaza, 26th Floor

New York, NY 10112

June 13, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Attn:
    Tyler Howes

    Laura Crotty

    Re:
    BiomX Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed May 28, 2024

    File No. 001-38762

Ladies and Gentlemen:

This letter is submitted on
behalf of BiomX Inc. (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) contained in the letter dated June 11, 2024 regarding the Company’s Preliminary
Proxy Statement on Schedule 14A submitted to the Commission on May 28, 2024 (the “Preliminary Proxy Statement”). For ease
of reference, the comments in the Staff’s letter are reproduced below in bolded form. Terms that are not otherwise defined have
the meanings ascribed to them in the Preliminary Proxy Statement. Page numbers referenced in the Company’s responses refer to page
numbers in Amendment No. 1 to the Company’s Preliminary Proxy Statement on Schedule 14A (the “Amendment”).

Preliminary Proxy Statement on Schedule 14A
filed May 28, 2024

Proposal No. 1: Conversion
Proposal, page 10

    1.

    We note that you have addressed the consequences
    of not approving the conversion proposal on page 12. Please revise your disclosure to also address the consequences to stockholders if
    the conversion proposal is approved, including the resulting ownership of the company. In this regard, please identify the private placement
    investors who will collectively hold 67.5% of the company’s shares post-conversion.

    Response:

    In response to the Staff’s comment, the
    Company respectfully advises the Staff that it has revised the disclosure on page 13 of the Amendment to add a subheading entitled “Consequences
    of Approving the Proposal,” in which the Company notes the immediate dilution that would result to all BiomX stockholders except
    the private placement investors if the Conversion Proposal and Proposal No. 3 are approved and details the private placement investors’
    beneficial ownership of BiomX’s common stock (i) immediately prior to the Acquisition and the Private Placement and (ii) following
    full conversion of the Series X Preferred Stock and full exercise of the warrants held by the private placement investors. The Company
    has also added a list of all private placement investors as Annex L to the Amendment and has added a cross-reference to Annex
    L in the aforementioned disclosure. The Company respectfully advises the Staff that the private placement investors’ collective
    67.5% ownership of the Company’s shares post-conversion was a preliminary calculation used solely as an assumption by the financial
    advisor for purposes of preparing its fairness opinion.

The Merger

Background of the Acquisition, page 55

    2.

    We note that the dated entries in this section
    disclose that meetings were held from October 2023 to March 2024 to discuss the potential transaction terms, timing, material issues,
    and the Merger Agreement, among other things; however, no details are disclosed regarding these terms or negotiations. Please revise the
    entries to disclose the initial transaction terms, details of revised terms presented to each party, and the negotiations and discussions
    concerning the merger consideration and equity split. Also revise your disclosure to present the discussions and negotiations concerning
    the terms of the convertible preferred shares, including the settlement feature that would require cash payment to preferred holders if
    the pre-merger company stockholders do not approve the Conversion Proposal.

    Response:

    In response to the Staff’s comment, the
    Company respectfully advises the Staff that it has revised the disclosure on pages 56-59 of the Amendment to disclose the initial
    transaction terms, details of revised terms presented to each party, and the negotiations and discussions concerning the merger consideration
    and equity split and to present the discussions and negotiations concerning the terms of the convertible preferred shares, including the
    settlement feature that would require cash payment to preferred holders if the pre-merger company stockholders do not approve the Conversion
    Proposal.

    3.

    Please revise this section to explain the negotiations
    and discussions regarding the structure of the merger. Without limitation, explain whether the parties discussed a traditional structure
    that would have allowed company stockholders to approve or disapprove of the merger or the merger consideration prior to the closing of
    the transaction. If a traditional structure was discussed, your disclosure should also address why a traditional structure was not chosen
    and why the resulting structure, which did not provide for stockholder approval prior to closing, was used.

    Response:

    In response to the Staff’s comment,
the Company respectfully advises the Staff that the parties discussed a traditional structure that would have allowed Company stockholders
to approve or disapprove of the Acquisition or the merger consideration prior to the closing of the Acquisition but that this structure
was not chosen due to the parties’ immediate need for cash and the shorter timeline the resulting sign-and-close structure would
allow to consummate the Acquisition and the concurrent Private Placement. The Company has revised the disclosure on pages 56-57 of
the Amendment to disclose this fact and to further explain the negotiations and discussions regarding the structure of the Acquisition.

BiomX’s Reasons for the Acquisition,
    page 57

    4.

    Please tell us whether the board considered
    the transaction structure, which did not provide stockholders with the opportunity to approve or disapprove of the merger consideration
    prior to closing, in deciding whether to approve the acquisition.

    Response:

    In response to the Staff’s comment,
the Company respectfully advises the Staff that the BiomX Board considered the transaction structure and deemed that the sign-and-close
structure was advisable and in the best interests of BiomX and its stockholders due to BiomX’s immediate need for cash and the
shorter timeline the sign-and-close structure would allow to consummate the Acquisition and the concurrent Private Placement. The Company
has revised the disclosure on page 59 of the Amendment to disclose this fact.

    1

Opinion of BiomX’s Financial Advisor,
    page 59

    5.

    We note that BiomX retained H.C. Wainwright
    & Co., LLC on March 2, 2024, to render a fairness opinion to the BiomX board. Please describe the method of selection of Wainwright
    in this capacity.

    Response:

    In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on page 61 of the Amendment to describe the method of
the Company’s selection of Wainwright to render a fairness opinion to the BiomX Board.

General

    6.

    Please ensure that all graphics included in
    the proxy statement are legible. In this regard, we note the tables on pages 62-69.

    Response:

    In response to the Staff’s comment,
the Company respectfully advises the Staff that it has replaced the graphics on pages 64-71 of the Amendment with higher-resolution
graphics to increase legibility.

* * *

    2

Should the Staff have any questions, please contact
the undersigned at (212) 659-7300.

    Very truly yours,

    /s/ Alla Digilova

    Alla Digilova, Esq.

    cc:
    Jonathan Solomon, Chief Executive Officer, BiomX Inc.

3

United States securities and exchange commission logo
June 11, 2024
Jonathan Solomon
Chief Executive Officer
BiomX Inc.
22 Einstein St., 4th Floor
Ness Ziona, Israel 7414003
Re:BiomX Inc.
Preliminary Proxy Statement on Schedule 14A
Filed May 28, 2024
File No. 001-38762
Dear Jonathan Solomon:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal No. 1: Conversion Proposal, page 10
1.We note that you have addressed the consequences of not approving the conversion
proposal on page 12. Please revise your disclosure to also address the consequences to
stockholders if the conversion proposal is approved, including the resulting ownership of
the company. In this regard, please identify the private placement investors who will
collectively hold 67.5% of the company's shares post-conversion.
The Merger
Background of the Acquisition, page 55
2.We note that the dated entries in this section disclose that meetings were held from
October 2023 to March 2024 to discuss the potential transaction terms, timing, material
issues, and the Merger Agreement, among other things; however, no details are disclosed
regarding these terms or negotiations. Please revise the entries to disclose the intitial
transaction terms, details of revised terms presented to each party, and the negotiations
and discussions concerning the merger consideration and equity split. Also revise your

 FirstName LastNameJonathan Solomon
 Comapany NameBiomX Inc.
 June 11, 2024 Page 2
 FirstName LastName
Jonathan Solomon
BiomX Inc.
June 11, 2024
Page 2
disclosure to present the discussions and negotiations concerning the terms of the
convertible preferred shares, including the settlement feature that would require cash
payment to preferred holders if the pre-merger company stockholders do not approve the
Conversion Proposal.
3.Please revise this section to explain the negotiations and discussions regarding the
structure of the merger. Without limitation, explain whether the parties discussed a
traditional structure that would have allowed company stockholders to approve or
disapprove of the merger or the merger consideration prior to the closing of the
transaction. If a traditional structure was discussed, your disclosure should also address
why a traditional structure was not chosen and why the resulting structure, which did not
provide for stockholder approval prior to closing, was used.
BiomX's Reasons for the Acquisition, page 57
4.Please tell us whether the board considered the transaction structure, which did not
provide stockholders with the opportunity to approve or disapprove of the merger
consideration prior to closing, in deciding whether to approve the acquisition.
Opinion of BiomX's Financial Advisor, page 59
5.We note that BiomX retained H.C. Wainwright & Co., LLC on March 2, 2024, to render a
fairness opinion to the BiomX board. Please describe the method of selection of
Wainwright in this capacity.
General
6.Please ensure that all graphics included in the proxy statement are legible. In this regard,
we note the tables on pages 62-69.
            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 or Laura Crotty at 202-551-7614 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alla Digilova, Esq.

United States securities and exchange commission logo
May 6, 2024
Jonathan Solomon
Chief Executive Officer
BiomX Inc.
22 Einstein St., Floor 4
Ness Ziona, Israel 7414003
Re:BiomX Inc.
Registration Statement on Form S-3
Filed April 29, 2024
File No. 333-278986
Dear Jonathan Solomon:
            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:       Alla Digilova, Esq.

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BIOMX INC.

22 Einstein St., Floor 4

Ness Ziona, Israel 7414003

December 29, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  BiomX Inc. (CIK 0001739174)

    Registration Statement on Form S-3 (File No. 333-275935)
(the “Registration Statement”)

    Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), BiomX Inc. (the “Registrant”) hereby requests that
the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective on January 2, 2024
at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

The Registrant understands that
the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

The Registrant respectfully requests
that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit, Esq. of Sullivan & Worcester LLP at (617) 338-2979
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    BiomX Inc.

    By:
    /s/ Avraham Gabay

    Name:
    Avraham Gabay

    Title:
    Interim Chief Financial Officer

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BIOMX
INC.

22 Einstein St., Floor 4

Ness Ziona, Israel 7414003

November 28, 2023

Via EDGAR

Christina Chalk

Laura McKenzie

Eddie Kim

Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisition

Washington, DC 20549

    Re:
    BiomX Inc. (the “Company,” “we,” “our” and similar terminology)

Schedule TO-I Filed November 9, 2023

File No. 005-90744

Dear Sir and Madam:

The purpose of this letter is to respond to the
comment letter dated November 21, 2023 received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
regarding the above-mentioned Schedule TO-I. For your convenience, your original comments appear in bold text, followed by our response.
We are concurrently filing Amendment No. 1 to the Schedule TO-I.

Schedule TO-I Filed November 9, 2023

General

    1.
    We note that in the chart setting forth applicable exchange ratios for outstanding eligible options, the ratios of option shares outstanding to new stock options do not seem to match the stated exchange ratios. Please provide an explanation of these discrepancies or update the disclosure accordingly.

Response: We acknowledge the
Staff’s comment and respectfully advise the Staff, as mentioned on the cover page of Exhibit (a)(1)(A) – Offer to Exchange
to Schedule TO-I and related exhibits, that for purposes of applying the exchange ratios, fractional new stock options were rounded up
to the nearest whole new option on a grant-by-grant basis. Therefore, the numbers of new stock option shares outstanding after
the exchange as appears in the chart, represent the total of new option shares after applying the exchange ratio and rounding up for each
outstanding grant separately. We have added a footnote to the chart in Amendment No. 1 to clarify this.

    2.
    In your response letter, explain why you do not believe pro forma financial information is material in the context of this exchange offer, or revise to provide such information in the amended disclosure document. See Item 1010(b) of Regulation M-A and Item 10 of Schedule TO.

Response: We acknowledge the
Staff’s comment, and, after reviewing Item 1010(b) of Regulation M-A and Item 10 of Schedule TO, respectfully advise the Staff that
the exchange has no impact on the Company’s balance sheet, the Company’s statement of comprehensive income and earnings per
share or the Company’s book value per share. We note that since our statements of operations present basic and diluted net loss
per share, as opposed to earnings per share, outstanding options are excluded from the calculation of such basic and diluted net loss
per share, and therefore, the exchange has no impact on the numbers presented. Further, as stated in Exhibit (a)(1)(A) – Offer to
Exchange to the Schedule TO-I, the value of the options exchanged is meant to be approximately the same as the new options issued, and
therefore is expected to have minimal impact from an accounting standpoint.

Division of Corporation Finance

Securities and Exchange Commission

November 28, 2023

Page 2

Procedures for electing to exchange options,
page 16

3. On
page 16, you state: “Due to certain requirements under U.S. securities laws, an exception to this rule is that if we have not accepted
your properly tendered options by 11:59 p.m., Israel Time, on December 11, 2023 (which is the 20th U.S. business day following the commencement
of the Offer), you may withdraw your options at any time thereafter but prior to our acceptance.”  While you may provide more
generous withdrawal rights in this Offer, Rule 13e-4(f)(2) mandates that tendered shares not yet accepted for payment by the 40th business
day after commencement of an issuer tender offer may be withdrawn by the tendering holder. Please revise or advise.

Response: In response to the
Staff’s comment, we revised the disclosure in Exhibit (a)(1)(A) – Offer to Exchange to the Schedule TO-I, to note that pursuant
to Rule 13e-4(f)(2) under the Securities Exchange Act of 1934, as amended, if we have not accepted the tendered options by the date which
is the 40th U.S. business day following the commencement of the offer, the holder will have the right to withdraw their options.

Conditions of the Offer, page 19

4. We
note the following disclosure on page 20:  “The conditions to this Offer are for our benefit. We may assert them in our discretion
regardless of the circumstances giving rise to them before the expiration date (emphasis added).”  Please revise the
highlighted language to avoid the implication that actions or inaction by the Company can “trigger” an Offer conditions. All
conditions must be objective and outside the control of the Company to avoid creating an illusory offer.   See Question 101.02 of
the Division of Corporation Finance’s “Tender Offer Rules and Schedules” Compliance and Disclosure Interpretations.

Response: In response to the
Staff’s comment, we revised the disclosure to remove the highlighted language.

5. You
have included a condition that will be triggered by “any general suspension of trading in, or limitation on prices for, our securities
on any national securities exchange or in an over the-counter market in the United States.” Please revise to explain what would
be considered a limitation on prices for securities on any national securities exchange or in the over-the-counter market, or delete
this language.

Response: In response to the
Staff’s comment, we revised the disclosure to remove such condition.

6. Please
see the last paragraph under this section.  If a Condition is “triggered” while the Offer is pending, in our view, the
Company must promptly inform option holders whether it will assert the condition and terminate the Offer, or waive it and continue. Reserving
the right to waive a condition “at any time and from time to time” is inconsistent with your obligation in this regard. Please
revise your disclosure, consistent with the views expressed here.

Response: In response to the
Staff’s comment, we revised the disclosure to clarify that if a condition is triggered, we will promptly inform option holders whether
we will assert the condition and terminate the Offer, or waive it and continue.

Israeli Tax Section, page 27

7. Disclose
when you expect to obtain the requested tax ruling and state how you will inform option holders.

Response: In response to the
Staff’s comment, we added a disclosure in Exhibit (a)(1)(A) – Offer to Exchange to the Schedule TO-I, to discuss the expected
timing for obtaining the requested tax ruling and state how we indent to inform option holders on such ruling.

Division of Corporation Finance

Securities and Exchange Commission

November 28, 2023

Page 3

Miscellaneous, page 29

8. While
the Company need not disseminate offer materials in jurisdictions where it may not legally do so, it must accept tenders from all eligible
option holders who tender into the offer. See Rule 13e-4(f)(8)(i). Please revise the language here accordingly.

Response: In response to the
Staff’s comment, we revised the language in Exhibit (a)(1)(A) – Offer to Exchange to the Schedule TO-I.

Financial Statements, page 29

9. We
note that the Company filed the most recent 10-Q on November 14, 2023, after it filed this TO-I.  Please disclose the book value
per share of common stock as of the date of the most recent balance sheet presented. See Item 1010(a)(4) of Regulation M-A and Item 10of
Schedule TO.

Response: In response to the
Staff’s comment, we amended the disclosure in Exhibit (a)(1)(A) – Offer to Exchange to the Schedule TO-I to include the book
value per share of common stock as of September 30, 2023, as well as updated other disclosures in Exhibit (a)(1)(A) – Offer to Exchange
to the Schedule TO-I, to update other information as of September 30, 2023.

*    *    *

If you have any questions or require additional
information regarding this letter, please do not hesitate to contact Howard E. Berkenblit at (617) 338-2979 or Ilana Levin at (212) 660-5029,
each of Sullivan & Worcester LLP.

Sincerely,

BIOMX INC.

    By:
    /s/ Marina Wolfson

    Marina Wolfson

    Chief Financial Officer

United States securities and exchange commission logo
November 21, 2023
Jonathan Solomon
Chief Executive Officer
BiomX Inc.
22 Einstein St., Floor 4
Ness Ziona, Israel 7414003
Re:BiomX Inc.
Schedule TO-I Filed November 9, 2023
File No. 005-90744
Dear Jonathan Solomon:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise 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.
All defined terms used here have the same meaning as in your tender offer materials.
Schedule TO-I Filed November 9, 2023
General
1.We note that in the chart setting forth applicable exchange ratios for outstanding eligible
options, the ratios of option shares outstanding to new stock options do not seem to match
the stated exchange ratios. Please provide an explanation of these discrepancies or update
the disclosure accordingly.
2.In your response letter, explain why you do not believe pro forma financial information is
material in the context of this exchange offer, or revise to provide such information in the
amended disclosure document. See Item 1010(b) of Regulation M-A and Item 10 of
Schedule TO.
Procedures for electing to exchange options, page 16
3.On page 16, you state: “Due to certain requirements under U.S. securities laws, an
exception to this rule is that if we have not accepted your properly tendered options by
11:59 p.m., Israel Time, on December 11, 2023 (which is the 20th U.S. business day

 FirstName LastNameJonathan Solomon
 Comapany NameBiomX Inc.
 November 21, 2023 Page 2
 FirstName LastNameJonathan Solomon
BiomX Inc.
November 21, 2023
Page 2
following the commencement of the Offer), you may withdraw your options at any time
thereafter but prior to our acceptance.”  While you may provide more generous
withdrawal rights in this Offer, Rule 13e-4(f)(2) mandates that tendered shares not yet
accepted for payment by the 40th business day after commencement of an issuer tender
offer may be withdrawn by the tendering holder. Please revise or advise.
Conditions of the Offer, page 19
4.We note the following disclosure on page 20:  "The conditions to this Offer are for our
benefit. We may assert them in our discretion regardless of the circumstances giving rise
to them before the expiration date (emphasis added)."  Please revise the highlighted
language to avoid the implication that actions or inaction by the Company can "trigger" an
Offer conditions. All conditions must be objective and outside the control of the Company
to avoid creating an illusory offer.   See Question 101.02 of the Division of Corporation
Finance's "Tender Offer Rules and Schedules" Compliance and Disclosure Interpretations.
5.You have included a condition that will be triggered by “any general suspension of trading
in, or limitation on prices for, our securities on any national securities exchange or in an
over the-counter market in the United States.” Please revise to explain what would be
considered a limitation on prices for securities on any national securities exchange or in
the over-the-counter market, or delete this language.
6.Please see the last paragraph under this section.  If a Condition is “triggered” while the
Offer is pending, in our view, the Company must promptly inform option holders whether
it will assert the condition and terminate the Offer, or waive it and continue. Reserving the
right to waive a condition “at any time and from time to time” is inconsistent with your
obligation in this regard. Please revise your disclosure, consistent with the views
expressed here.
Israeli Tax Section, page 27
7.Disclose when you expect to obtain the requested tax ruling and state how you will inform
option holders.
Miscellaneous, page 29
8.While the Company need not disseminate offer materials in jurisdictions where it may not
legally do so, it must accept tenders from all eligible option holders who tender into the
offer. See Rule 13e-4(f)(8)(i). Please revise the language here accordingly.
Financial Statements, page 29
9.We note that the Company filed the most recent 10-Q on November 14, 2023, after it filed
this TO-I.  Please disclose the book value per share of common stock as of the date of the
most recent balance sheet presented. See Item 1010(a)(4) of Regulation M-A and Item 10
of Schedule TO.

 FirstName LastNameJonathan Solomon
 Comapany NameBiomX Inc.
 November 21, 2023 Page 3
 FirstName LastName
Jonathan Solomon
BiomX Inc.
November 21, 2023
Page 3
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at 202-551-3263, Laura McKenzie at 202-
551-4568, or Eddie Kim at 202-679-6943.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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BIOMX INC.

22 Einstein St., Floor 4

Ness Ziona, Israel 7414003

June 6, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  BiomX Inc. (CIK 0001739174)

    Registration Statement on Form S-3 (File No. 333-272371)
(the “Registration Statement”)

    Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), BiomX Inc. (the “Registrant”) hereby requests that
the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective on June 8, 2023
at 4:30 p.m., Eastern Time, or as soon as practicable thereafter.

The Registrant understands that
the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

The Registrant respectfully requests
that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit, Esq. of Sullivan & Worcester LLP at (617) 338-2979
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    BiomX Inc.

    By:
    /s/ Marina Wolfson

    Name:
     Marina Wolfson

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
June 6, 2023
Marina Wolfson
Chief Financial Officer
BiomX Inc.
22 Einstein St., Floor 4
Ness Ziona, Israel 7414003
Re:BiomX Inc.
Registration Statement on Form S-3
Filed June 2, 2023
File No. 333-272371
Dear Marina Wolfson:
            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:       Howard E. Berkenblit

CORRESP
1
filename1.htm

    December 9, 2021

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation
Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

    RE:
    BiomX Inc.

    Registration Statement on Form S-3

    File No. 333-261419

Dear Sir or Madam:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, BiomX Inc. (the “Registrant”) hereby requests that the effective
date of the above-referenced registration statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time,
on December 13, 2021, or as soon as practicable thereafter.

The
Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit of Sullivan &
Worcester LLP at (617) 338-2979 and that such effectiveness also be confirmed in writing.

[Signature page follows]

    United States Securities and Exchange Commission

December 9, 2021

Page 2

    Very truly yours,

    BiomX Inc.

    By:
     /s/ Marina Wolfson

    Name:
    Marina Wolfson

    Title:
    Senior Vice President for Finance and Operations

    Signature
                                            Page to Acceleration Request

United States securities and exchange commission logo
December 8, 2021
Jonathan Solomon
Chief Executive Officer
BiomX Inc.
22 Einstein St., Floor 5
Ness Ziona, Israel 7414003
Re:BiomX Inc.
Registration Statement on Form S-3
Filed November 30, 2021
File No. 333-261419
Dear Mr. Solomon:
            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 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Howard Berkenblit

CORRESP
1
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    December 9, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attention: Laura Crotty

    RE:
    BiomX Inc.

    Registration Statement on Form S-3

    File No. 333-251151

Dear Ms. Crotty:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, BiomX Inc. (the “Registrant”) hereby requests that the effective date
of the above-referenced registration statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern
Time, on December 11, 2020, or as soon as practicable thereafter.

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit of Sullivan & Worcester LLP
at (617) 338-2979 and that such effectiveness also be confirmed in writing.

[Signature page follows]

    Very truly yours,

    BiomX Inc.

    By:
     /s/ Marina Wolfson

    Name:
    Marina Wolfson

    Title:
    Senior Vice President for Finance and Operations

United States securities and exchange commission logo
December 9, 2020
Marina Wolfson
Senior Vice President for Finance and Operations
BiomX Inc.
7 Pinhas Sapir St., Floor 2
Ness Ziona, Israel
Re:BiomX Inc.
Registration Statement on Form S-3
Filed December 4, 2020
File No. 333-251151
Dear Ms. Wolfson:
            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 Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Howard Berkenblit

CORRESP
1
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BiomX Inc.

7 Pinhas Sapir St., Floor 2

Ness Ziona, Israel 7414002

December 31, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Paul Fischer

 Re: BiomX Inc.

Registration Statement on Form S-1

Filed December 13, 2019, as amended on December 31, 2019

File No. 333-235507

Ladies and Gentlemen:

Reference is made to the Registration Statement
on Form S-1 (File No. 333-235507), as amended (the “Registration Statement”), filed by BiomX Inc. (the “Company”)
with the U.S. Securities and Exchange Commission.

The Company hereby requests that the effective
date for the Registration Statement be accelerated to 5:00 p.m., Eastern Time, on January 3, 2020, or as soon as practicable thereafter,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended.

*    *    *    *    *    *

If you have any questions, please do not
hesitate to contact, at Mayer Brown LLP, Anna Pinedo at (212) 506-2275. We request that we be notified of the effectiveness of
the Registration Statement by a telephone call to Ms. Pinedo, and that such effectiveness also be confirmed in writing.

    Very truly yours,

    /s/ Jonathan Solomon

    Jonathan Solomon

    Chief Executive Officer

 cc: Anna Pinedo

Mayer Brown LLP

December 17, 2019
Jonathan Solomon
Chief Executive Officer
BiomX Inc.
7 Pinhas Sapir Street, Floor 2
Ness Ziona, Israel 7414002
Re:BiomX Inc.
Registration Statement on Form S-1
Filed December 13, 2019
File No. 333-235507
Dear Mr. Solomon:
            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 Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Anna Pinedo, Esq.

September 19, 2019
Jonas Grossman
Chief Executive Officer
Chardan Healthcare Acquisition Corp.
17 State Street, 21st Floor
New York, NY 10004
Re:Chardan Healthcare Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed July 17, 2019
File No. 001-38762
Dear Mr. Grossman:
            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 Healthcare & Insurance
cc:       Giovanni Caruso

CORRESP
1
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        Giovanni
        Caruso

        Partner

        345 Park Avenue

        New York, NY 10154

    Direct    212.407.4866

    Main      212.407.4000

    Fax         212.937.3943

    gcaruso@loeb.com

Via
Edgar

September
13, 2019

Mr. Jeffery Gabor

Division of Corporation Finance Office of

Healthcare & Insurance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Chardan Healthcare Acquisition Corp

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Filed August 23, 2019

File No. 001-38762

Dear Mr. Gabor:

On behalf
of our client, Chardan Healthcare Acquisition Corp (the “Company”), we hereby provide a response to the comments issued
in a letter dated August 14, 2019 (the “Staff’s Letter”) regarding the Company’s Preliminary Proxy Statement
on Schedule 14A (the “Preliminary Proxy Statement”). Contemporaneously, we are submitting the amended Preliminary Proxy
Statement via Edgar (the “Amended Preliminary Proxy Statement”).

In order
to facilitate the review by the Commission’s staff (the “Staff”) of the Amended Proxy Statement, we have responded,
on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs
set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Los Angeles
   New York    Chicago    Nashville    Washington, DC    Beijing
   Hong Kong    www.loeb.com

A limited liability partnership
including professional corporations

        Jeffrey
        Gabor

        September 13, 2019

        Page 2

Amendment No. 1 to Preliminary
Proxy Statement filed August 23, 2019

Certain CHAC Forecasts, page 95

    1.
    We note your revised disclosure in response to prior comment 18. With reference to page 35 of your July 2019 Investor Presentation, please revise the top table on page 96 to include the descriptions applicable to Case A, Case B and Case C. In your accompanying narrative discussion concerning risk-adjusted commercial outcomes, please also revise to clarify whether the probability of launch is the only assumption impacting the product revenue portion of the revenue streams presented on pages 98-99. In this regard, we note that the descriptions contained on page 35 of your July 2019 Investor Presentation suggest that market acceptance impacts the size of the opportunity.

Response:
The top table on page 96 of the Amended Proxy Statement has been revised in accordance with the Staff’s comments. The probability
of launch is the only assumption impacting the product revenue portion of the revenue streams presented on pages 98-99. The disclosure
in the presentation relating to the size of the opportunity being impacted by market acceptance was incorrect and the Company will
revise the presentation and refile it promptly after the filing of the Amended Proxy Statement.

The Share Increase Proposal, page
106

    2.
    Please revise your discussion to explain in greater detail the present capitalization and provide a breakdown of the shares that will be issued or reserved assuming the merger is consummated. In addition, we note that your disclosures on page 135 indicate that the combined company will have fewer than 30 million shares outstanding and, as such, it is not clear why a share increase is necessary to consummate the business combination. To the extent that the increase is necessary to cover earn-out shares or other merger obligations, please clarify. Also disclose, if true, that there are no present plans or arrangements for any additional shares that would be authorized pursuant to the proposal.

Response:
The disclosures on page 106 of the Amended Proxy Statement have been revised in accordance with the Staff’s comments, and
the disclosures on page 135 have been revised to clarify the securities excluded from the calculation of outstanding shares.

        Jeffrey
        Gabor

        September 13, 2019

        Page 3

Warrants, page 212

    3.
    We note your response to prior comment 4 concerning page 6 to your July 2019 presentation; however, your basis for the increased numbers of pro forma shares held by CHAC Public Shareholders at the three earn-out levels is not clear from your response or the prospectus disclosure. Accordingly, please provide a breakdown of outstanding warrants and options in your prospectus disclosures on pages 212-213 and provide a response that explains how the underlying securities are reflected in the share totals presented for the CHAC Public Shareholders and Sponsors. Discuss any material assumptions regarding exercise. Also, tell us whether there are any restrictions or implications if CHAC holders are deemed to hold less than 20% ownership in the post-transaction company.

Response:
A breakdown has been included on page 212 of the Amended Proxy Statement in accordance with the Staff’s comments.

General

    4.
    We refer to prior comment 7 and the form of proxy card included in the amended proxy statement. We note that Proposal 1 on the proxy card appears to present redemption as a fourth voting option. In addition, it is unclear why the redemption option is presented under Proposal 1 as opposed to any of the other five proposals presented at the Special Meeting. Accordingly, please revise your proxy card or explain to us why you believe the presentation is consistent with Rule 14a-4(b)(1) and why it will not cause investor confusion concerning Proposal 1. Also, please revise the form of proxy card to identify it as preliminary. See Rule 14a-6(e)(1).

Response:
The proxy card has been revised to place the redemption election prior to the proposals and to include language stating that voting
is not required in order for a stockholder to elect redemption.

Please
call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

September 9, 2019
Jonas Grossman
Chief Executive Officer
Chardan Healthcare Acquisition Corp.
17 State Street, 21st Floor
New York, NY 10004
Re:Chardan Healthcare Acquisition Corp.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed August 23, 2019
File No. 001-38762
Dear Mr. Grossman:
            We have reviewed your filing 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 business days by providing the requested
information or advise 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.
Unless we note otherwise, our references to prior comments are to comments in our August 14,
2019 letter.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed August 23, 2019
Certain CHAC Forecasts, page 95
1.We note your revised disclosure in response to prior comment 18.  With reference to page
35 of your July 2019 Investor Presentation, please revise the top table on page 96 to
include the descriptions applicable to Case A, Case B and Case C.  In your accompanying
narrative discussion concerning risk-adjusted commercial outcomes, please also revise to
clarify whether the probability of launch is the only assumption impacting the product
revenue portion of the revenue streams presented on pages 98-99.  In this regard, we note
that the descriptions contained on page 35 of your July 2019 Investor Presentation
suggest that market acceptance impacts the size of the opportunity.

 FirstName LastNameJonas Grossman
 Comapany NameChardan Healthcare Acquisition Corp.
 September 9, 2019 Page 2
 FirstName LastName
Jonas Grossman
Chardan Healthcare Acquisition Corp.
September 9, 2019
Page 2
The Share Increase Proposal, page 106
2.Please revise your discussion to explain in greater detail the present capitalization and
provide a breakdown of the shares that will be issued or reserved assuming the merger is
consummated.  In addition, we note that your disclosures on page 135 indicate that the
combined company will have fewer than 30 million shares outstanding and, as such, it it
not clear why a share increase is necessary to consummate the business combination.  To
the extent that the increase is necessary to cover earn-out shares or other merger
obligations, please clarify.  Also disclose, if true, that there are no present plans
or arrangements for any additional shares that would be authorized pursuant to the
proposal.
Warrants, page 212
3.We note your response to prior comment 4 concerning page 6 to your July 2019
presentation; however, your basis for the increased numbers of pro forma shares held by
CHAC Public Shareholders at the three earn-out levels is not clear from your response or
the prospectus disclosure.  Accordingly, please provide a breakdown of outstanding
warrants and options in your prospectus disclosures on pages 212-213 and provide a
response that explains how the underlying securities are reflected in the share totals
presented for the CHAC Public Shareholders and Sponsors.  Discuss any material
assumptions regarding exercise.  Also, tell us whether there are any restrictions or
implications if CHAC holders are deemed to hold less than 20% ownership in the post-
transaction company.
General
4.We refer to prior comment 7 and the form of proxy card included in the amended proxy
statement.  We note that Proposal 1 on the proxy card appears to present redemption as a
fourth voting option.  In addition, it is unclear why the redemption option is presented
under Proposal 1 as opposed to any of the other five proposals presented at the Special
Meeting.  Accordingly, please revise your proxy card or explain to us why you believe the
presentation is consistent with Rule 14a-4(b)(1) and why it will not cause investor
confusion concerning Proposal 1.  Also, please revise the form of proxy card to identify it
as preliminary.  See Rule 14a-6(e)(1).

 FirstName LastNameJonas Grossman
 Comapany NameChardan Healthcare Acquisition Corp.
 September 9, 2019 Page 3
 FirstName LastName
Jonas Grossman
Chardan Healthcare Acquisition Corp.
September 9, 2019
Page 3
            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.
            You may contact Mary Mast at 202-551-3613 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Giovanni Caruso

CORRESP
1
filename1.htm

    Giovanni Caruso

    Partner

    345 Park Avenue
    Direct     212.407.4866

    New York, NY  10154
    Main       212.407.4000

    Fax          212.937.3943

    gcaruso@loeb.com

Via
Edgar

August
22, 2019

Mr.
Jeffery Gabor

Division of Corporation Finance Office of Healthcare & Insurance

U.S. Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

 Re: Chardan
                                         Healthcare Acquisition Corp

                                         Preliminary Proxy Statement on Schedule 14A

                                         Filed July 17, 2019

                                         File No. 001-38762

Dear
Mr. Gabor:

On
behalf of our client, Chardan Healthcare Acquisition Corp (the “Company”), we hereby provide a response to the comments
issued in a letter dated August 14, 2019 (the “Staff’s Letter”) regarding the Company’s Preliminary Proxy
Statement on Schedule 14A (the “Preliminary Proxy Statement”). Contemporaneously, we are submitting the amended Preliminary
Proxy Statement via Edgar (the “Amended Preliminary Proxy Statement”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended Proxy Statement, we have
responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered
paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s
Letter.

Los
Angeles    New York    Chicago    Nashville   Washington,
DC   Beijing   Hong Kong    www.loeb.com

A
limited liability partnership including professional corporations

    Jeffrey
        Gabor

        August 22, 2019

        Page
        2

Preliminary
proxy filed July 17, 2019

Questions
and Answers about the Proposals for CHAC Stockholders, page 1

 1. Please
revise pages 1-2 to add a question and answer that highlights the relative equity ownership percentage split. Also include the
pro-forma valuation of the combined company and the value of the equity to be issued to the BiomX shareholders. In regards to
the pro-forma valuation, we refer to the "Transaction Overview" section contained in your July 2019 investor presentation.

Response:
The disclosure on page 2 of the Amended Proxy Statement has been revised in accordance with the Staff’s comments.

Q.
Who may vote at the special meeting of stockholders?, page 2

 2. With
                                         reference to the multiple voting agreements discussed on pages 3 and 8, please revise
                                         to indicate: (i) the total number of shares that are subject to voting agreements and
                                         (ii) the number of shares that are not subject to voting agreements, including the number
                                         of these shares that must be voted in favor of each proposal in order to earn approval.

Response:
The disclosure on page 2 of the Amended Proxy Statement has been revised in accordance with the Staff’s comments.

Do
I have redemption rights?, page 3

 3. With
                                         reference to the disclosure in the penultimate paragraph on page 77, please revise the
                                         disclosure on page 3 to clarify, it true, that redemption payments will only be made
                                         in the event that the proposed Business Combination is consummated.

Response:
The disclosure on page 3 of the Amended Proxy Statement has been revised in accordance with the Staff’s comments.

Shareholder
Agreements, page 8

 4. Please
                                         revise to highlight the earn-out provisions in your question and answer section. With
                                         reference to page 6 of your July 2019 investor presentation, also explain that you potentially
                                         could issue 2.1 million additional shares to CHAC public shareholders in the event that
                                         you issue earn-out shares to certain BiomX holders. In your disclosure, explain why you
                                         have undertaken the obligation to potentially issue additional shares to CHAC shareholders
                                         and explain how you will determine which CHAC shareholders would be entitled to receive
                                         the additional shares.

Response:
The disclosure on page 2 of the Amended Proxy Statement has been revised to disclose the earn-out provisions.

The
investor presentation does not indicate that an additional 2.1 million shares might be issued to the Company’s current stockholders.
As indicated in footnote 1 to the table on page 6 of the investor presentation, the share numbers reflect outstanding warrants
having an exercise price of $11.50 per share using the treasury method. The up to 2.1 million additional shares reflects the outstanding
warrants.

    Jeffrey
        Gabor

        August 22, 2019

        Page
        3

CHAC
will be required to meet the initial listing standards…, page 61

 5. According
                                         to your disclosure on page 98, the closing of the merger is conditioned upon NYSE American
                                         Stock Exchange's approval of the initial listing application. Accordingly, please tell
                                         us why the risks listed in the bullet points are applicable.

Response:
The disclosure on page 61 of the Amended Proxy Statement has been revised to clarify that the risks are applicable if the combined
company meets the initial listing requirements but is subsequently delisted.

Special
Meeting of CHAC Stockholders, page 73

 6. Please
                                         revise to include a brief discussion of the material tax consequences to current CHAC
                                         holders or advise.

Response:
A brief discussion of the consequences of redeeming the shares has been added to page 77 of the Amended Proxy Statement.

Voting
Your Shares, page 74

 7. Your
                                         disclosure on page 4 indicates that your proxy card will also be used for purposes of
                                         exercising share redemption rights. With reference to your disclosures on pages 74 and
                                         75 concerning the treatment of signed cards that lack voting indications, please tell
                                         us whether the proxy card must be signed in order for shareholders to redeem their shares.
                                         Also, tell us whether the board's treatment of signed cards that lack voting indications
                                         is consistent with the disclosure on page 34 of the IPO prospectus which states that
                                         a public stockholder who fails to vote either in favor of or against a proposed business
                                         combination will not be able to have his shares redeemed for cash. To help us assess
                                         your response, please also provide us with a form of the proxy card.

Response:
The disclosure on pages 74 and 75 of the Amended Proxy Statement has been revised to clarify that a shareholder may validly elect
to redeem by either providing an indication on the proxy card or separately sending request. While not requiring a stockholder
to vote for or against a proposed transaction is not consistent with the Company’s IPO prospectus, this liberalization of
the methodology for stockholders to seek redemption rights is a benefit to stockholders in that they may elect redemption in whatever
method best suits them. A form of proxy card has been included with the Amended Proxy Statement.

    Jeffrey
        Gabor

        August 22, 2019

        Page
        4

Redemption
Rights, page 75

 8. Please
                                         revise the disclosure and heading here and on page 3, as applicable, to clarify whether
                                         shareholders may demand redemption at any time or whether this rights is only in connection
                                         with a proposed business combination.

Response:
The disclosure on pages 3 and 75 of the Amended Proxy Statement has been revised in accordance with the Staff’s comments.

Background
of the Business Combination, page 79

 9. With
                                         reference to your disclosure on page 80, please revise to explain the transaction criteria
                                         used in your search for target companies.

Response:
The disclosure on page 80 has been revised in accordance with the Staff’s comments. The disclosure now provides additional
detail on the transaction screening criteria employed by the Company.

 10. Please
                                         revise pages 81-82 concerning the preliminary proposals that you submitted to the eight
                                         target candidates by disclosing all material proposal terms, including transaction structure,
                                         valuation and equity split distribution. Also revise to indicate whether each candidate
                                         was commercial, clinical, pre-clinical or discovery stage.

Response:
The disclosures on pages 81 and 82 have been revised in accordance with the Staff’s comments.

 11. Please
                                         revise to provide greater detail concerning the material issues discussed and key terms
                                         negotiated with BiomX. In this regard, please disclose the terms of your March 6 letter
                                         of intent and disclose how, when, and why the material terms proposed by the parties
                                         evolved over the next four months.

Response:
The disclosures on pages 82, 83 and 84 have been revised in accordance with the Staff’s comments.

 12. With
                                         reference to your disclosure on page 11 and elsewhere, please revise to explain in greater
                                         detail the various industry and financial data and the due diligence and evaluation materials
                                         that BiomX provided to your management.

Response:
The disclosure on pages 11 and 89 has been revised in accordance with the Staff’s comments. Please note that the Company
did not materially rely on industry reports provided by BiomX Ltd. to perform its financial analysis or to evaluate the financial
condition of BiomX Ltd.

    Jeffrey
        Gabor

        August 22, 2019

        Page
        5

CHAC’s
Board of Directors’ Reasons for the Approval of the Business Combination, page 85

 13. Your
                                         disclosures on pages 85 and 86 state and/or suggest that the target company's proposed
                                         drug product candidates will be safe. Please note that determinations as to safety are
                                         within the sole authority of the FDA or comparable foreign regulatory authorities. With
                                         respect to your disclosure on page 85, we further note that it is not clear to us that
                                         the use of unspecified phage cocktails in food additives indicates that any future phage
                                         drugs developed by the target company will be safe, particularly if high dosages will
                                         be required to have therapeutic impact such that FDA will deem them effective to treat
                                         a specific medical indication. Please revise or advise, as appropriate.

Response:
The disclosures on pages 85 and 86 have been revised in accordance with the Staff’s comments.

Summary
of CHAC Financial Analysis, page 88

 14. Please
                                         revise to explain how the Board derived the $10.00 per share valuation for the post-merger
                                         CHAC shares, including all material assumptions necessary to this calculation.

Response:
The disclosure on page 87 has been revised to clarify that the merger price per share, along with all the other terms of the Merger
Agreement, was arrived at through negotiations between the Company and BiomX Ltd. The Board considered the analysis presented
in Summary of CHAC Financial Analysis regarding the potential valuation of the Company’s shares, as well as the risks
inherent in the transaction, in comparison to the $10.00 negotiated merger price.

 15. Your
                                         disclosures on pages 89-91 indicate that you reviewed certain financial information of
                                         BiomX for purposes of preparing the analyses. Please revise your filing to disclose this
                                         financial information, including the 2019 to 2022 expense projections provide by BiomX.

Response:
The disclosure on page 89 has been revised in accordance with the Staff’s comments.

 16. Given
                                         the pre-clinical nature of the target's operations, please revise to disclose why you
                                         selected three clinical stage companies for purposes of your financial analyses, and
                                         did not select any pre-clinical ones. Also explain the statement on page 89 that the
                                         related companies had "comparable clinical stage assets."

Response:
The disclosure on page 89 has been revised in accordance with the Staff’s comments.

 17. Please
                                         revise your disclosure concerning each of the three analyses to illustrate how you determined
                                         the implied per share equity figures. For example, and without limitation, we note that
                                         you do not provide the revenue multiples used in the selected companies analysis or the
                                         BiomX enterprise value used in your discounted cash flow model. Please also add BiomX's
                                         information to the IPO Market Analysis table on page 90 or provide an additional table
                                         that provides comparable information.

Response:
The disclosure on page 90 has been revised to add BiomX Ltd.’s information to the IPO Market Analysis Table and clarify
how the implied equity per share value from comparable initial public offerings was derived. The disclosure on page 91 has been
revised to add a revenue multiple table for the selected comparable initial public offerings, as well as how the implied equity
per share value from comparable initial public offerings was derived.

    Jeffrey
        Gabor

        August 22, 2019

        Page
        6

Certain
CHAC Forecasts, page 92

 18. Please
                                         revise your disclosure in this section to identify the commercial outcomes represented
                                         by Forecasts A, B, and C and identify all significant factors and assumptions. From your
                                         disclosure it should be clear whether each forecast assumes commercialization of pharmaceutical
                                         and/or cosmetic products. To the extent that a given forecast assumes both types of revenues,
                                         revise to indicate the revenues attributable to each of these two business segments.

August 14, 2019
Jonas Grossman
Chief Executive Officer
Chardan Healthcare Acquisition Corp.
17 State Street, 21st Floor
New York, NY 10004
Re:Chardan Healthcare Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed July 17, 2019
File No. 001-38762
Dear Mr. Grossman:
            We have reviewed your filing 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 business days by providing the requested
information or advise 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.
Preliminary proxy filed July 17, 2019
Questions and Answers about the Proposals for CHAC Stockholders, page 1
1.Please revise pages 1-2 to add a question and answer that highlights the relative equity
ownership percentage split.  Also include the pro-forma valuation of the combined
company and the value of the equity to be issued to the BiomX shareholders.   In regards
to the pro-forma valuation,we refer to the "Transaction Overview" section contained in
your July 2019 investor presentation.
Q. Who may vote at the special meeting of stockholders?, page 2
2.With reference to the multiple voting agreements discussed on pages  3 and 8, please
revise to indicate: (i) the total number of shares that are subject to voting agreements and
(ii) the number of shares that are not subject to voting agreements, including the number
of these shares that must be voted in favor of each proposal in order to earn approval.

 FirstName LastNameJonas Grossman
 Comapany NameChardan Healthcare Acquisition Corp.
 August 14, 2019 Page 2
 FirstName LastName
Jonas Grossman
Chardan Healthcare Acquisition Corp.
August 14, 2019
Page 2
Do I have redemption rights?, page 3
3.With reference to the disclosure in the penultimate paragraph on page 77, please revise the
disclosure on page 3 to clarify, it true, that redemption payments will only be made in the
event that the proposed Business Combination is consummated.
Shareholder Agreements, page 8
4.Please revise to highlight the earn-out provisions in your question and answer section.
With reference to page 6 of your July 2019 investor presentation, also explain that you
potentially could issue 2.1 million additional shares to CHAC public shareholders in the
event that you issue earn-out shares to certain BiomX holders.  In your disclosure,
explain why you have undertaken the obligation to potentially issue additional shares
to CHAC shareholders and explain how you will determine which CHAC shareholders
would be entitled to receive the additional shares.
CHAC will be required to meet the initial listing standards..., page 61
5.According to your disclosure on page 98, the closing of the merger is conditioned upon
NYSE American Stock Exchange's approval of the initial listing application.
Accordingly, please tell us why the risks listed in the bullet points are applicable.
Special Meeting of CHAC Stockholders, page 73
6.Please revise to include a brief discussion of the material tax consequences to current
CHAC holders or advise.
Voting Your Shares, page 74
7.Your disclosure on page 4 indicates that your proxy card will also be used for purposes of
exercising share redemption rights.  With reference to your disclosures on pages 74 and 75
concerning the treatment of signed cards that lack voting indications, please tell us
whether the proxy card must be signed in order for shareholders to redeem their shares.
Also, tell us whether the board's treatment of signed cards that lack voting indications is
consistent with the disclosure on page 34 of the IPO prospectus which states that a public
stockholder who fails to vote either in favor of or against a proposed business combination
will not be able to have his shares redeemed for cash.  To help us assess your response,
please also provide us with a form of the proxy card.
Redemption Rights, page 75
8.Please revise the disclosure and heading here and on page 3, as applicable, to clarify
whether shareholders may demand redemption at any time or whether this right is only in
connection with a proposed business combination.

 FirstName LastNameJonas Grossman
 Comapany NameChardan Healthcare Acquisition Corp.
 August 14, 2019 Page 3
 FirstName LastName
Jonas Grossman
Chardan Healthcare Acquisition Corp.
August 14, 2019
Page 3
Background of the Business Combination, page 79
9.With reference to your disclosure on page 80, please revise to explain the transaction
criteria used in your search for target companies.
10.Please revise pages 81-82 concerning the preliminary proposals that you submitted to the
eight target candidates by disclosing all material proposal terms, including transaction
structure, valuation and equity split distribution.  Also revise to indicate whether each
candidate was commercial, clinical, pre-clinical or discovery stage.
11.Please revise to provide greater detail concerning the material issues discussed and key
terms negotiated with BiomX. In this regard, please disclose the terms of your March 6
letter of intent and disclose how, when, and why the material terms proposed by the
parties evolved over the next four months.
12.With reference to your disclosure on page 11 and elsewhere, please revise to explain in
greater detail the various industry and financial data and the due diligence and evaluation
materials that BiomX provided to your management.
CHAC's Board of Directors' Reasons for the Approval of the Business Combination, page 85
13.Your disclosures on pages 85 and 86 state and/or suggest that the target company's
proposed drug product candidates will be safe.  Please note that determinations as to
safety are within the sole authority of the FDA or comparable foreign regulatory
authorities.  With respect to your disclosure on page 85, we further note that it is not clear
to us that the use of unspecified phage cocktails in food additives indicates that any future
phage drugs developed by the target company will be safe, particularly if high
dosages will be required to have therapeutic impact such that FDA will deem them
effective to treat a specific medical indication.  Please revise or advise, as appropriate.
Summary of CHAC Financial Analysis, page 88
14.Please revise to explain how the Board derived the $10.00 per share valuation for the post-
merger CHAC shares, including all material assumptions necessary to this calculation.
15.Your disclosures on pages 89-91 indicate that you reviewed certain financial information
of BiomX for purposes of preparing the analyses.  Please revise your filing
to disclose this financial information, including the 2019 to 2022 expense projections
provide by BiomX.
16.Given the pre-clinical nature of the target's operations, please revise to disclose why you
selected three clinical stage companies for purposes of your financial analyses, and did not
select any pre-clinical ones.  Also explain the statement on page 89 that the related
companies had "comparable clinical stage assets."

 FirstName LastNameJonas Grossman
 Comapany NameChardan Healthcare Acquisition Corp.
 August 14, 2019 Page 4
 FirstName LastName
Jonas Grossman
Chardan Healthcare Acquisition Corp.
August 14, 2019
Page 4
17.Please revise your disclosure concerning each of the three analyses to illustrate how you
determined the implied per share equity figures.  For example, and without limitation, we
note that you do not provide the revenue multiples used in the selected companies analysis
or the BiomX enterprise value used in your discounted cash flow model.  Please also add
BiomX's information to the IPO Market Analysis table on page 90 or provide an
additional table that provides comparable information.
Certain CHAC Forecasts, page 92
18.Please revise your disclosure in this section to identify the commercial outcomes
represented by Forecasts A, B, and C and identify all significant factors and assumptions.
From your disclosure it should be clear whether each forecast assumes commercialization
of pharmaceutical and/or cosmetic products.  To the extent that a given forecast assumes
both types of revenues, revise to indicate the revenues attributable to each of these two
business segments.
BiomX Ltd.'s Business
BiomX's Strategy, page 127
19.Please revise to identify the leading global cosmetics company or clarify that you will
need to find such a collaboration partner.
BiomX Ltd Financial Statements for the Fiscal Years Ended December 31, 2018, page F-3
20.Please revise the filing to include interim financial statements pursuant to Schedule 14A
of the proxy rules and Article 3 of Regulation S-X or tell us why the interim financial
statements are not required.  Also, please update for the interim financial
information throughout the filing, including Management's Discussion and Analysis.
            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.
            You may contact Mary Mast at (202) 551-3613 or Angela Connell, Accounting Branch
Chief, at (202) 551-3426 if you have questions regarding comments on the financial statements
and related matters.  Please contact Jeffrey Gabor at (202) 551-2544 or Joseph McCann at (202)
551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Giovanni Caruso

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Chardan
Healthcare Acquisition Corp.

17 State Street, Fl 21

New York, NY 10004

December
12, 2018

VIA
EDGAR & TELECOPY

Edward M. Kelly

Division of Corporation Finance Office of

Manufacturing
and Construction

U.S. Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    RE:
    Chardan Healthcare Acquisition Corp. (the
    “Company”)

    Registration Statement on Form S-1

    (File
    No. 333-228533) (the “Registration Statement”)

Dear
Mr. Kelly:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. on December 13, 2018,
or as soon thereafter as practicable.

The
Company hereby acknowledges that:

 ● Should
                                         the Securities and Exchange Commission (the “Commission”) or the Staff, acting
                                         pursuant to delegated authority, declare the Registration Statement effective, it does
                                         not foreclose the Commission from taking any action with respect to the Registration
                                         Statement;

 ● The
                                         action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
                                         the Registration Statement effective, does not relieve the Company from its full responsibility
                                         for the adequacy and accuracy of the disclosure in the Registration Statement; 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.

[Signature
page follows]

    Very truly yours,

    CHARDAN HEALTHCARE ACQUISITION
    CORP

    By:
    /s/
    Jonas Grossman

    Name: Jonas Grossman

    Title:   President

        Acceleration Request:

        333-228533

CORRESP
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filename1.htm

December
12, 2018

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Chardan Healthcare Acquisition Corp. (the
    “Company”)

    Registration Statement on Form S-1

    File No. 333-228533

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Chardan Capital Markets LLC, as representative
of the underwriters, hereby joins the request of the Company that the effective date of the above-referenced Registration Statement
on Form S-1 be declared effective at 4:00 p.m. (Washington, D.C. time) on December 13, 2018, or as soon as practicable thereafter.

The
following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus: December 7,
    2018.

    (ii)
    Dates of distribution: December 7, 2018 through
    the date hereof.

    (iii)
    Number of prospective underwriters and selected
    dealers to whom the preliminary prospectus was furnished: 14 (other than Chardan Capital Markets LLC).

    (iv)
    Number of prospectuses so distributed: 267.

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

    Sincerely,

    Chardan Capital Markets LLC

    By:
     /s/
    George Kaufman

    Name:
     George Kaufman

    Title:
     Managing Director

CORRESP
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        Giovanni Caruso

        Partner

        345 Park Avenue

        New York, NY 10154

        Direct

        Main

        Fax

                          212.407.4866

                          212.407.4000

                          212.937.3943

    gcaruso@loeb.com

Via Edgar

December 11, 2018

        Edward M. Kelly

        Division of Corporation Finance Office of

        Manufacturing and Construction

        U.S. Securities & Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

 Re: Chardan Healthcare Acquisition Corp.

Draft Registration Statement on Form S-1

Filed on November 26, 2018

File No. 333-228533

Dear Mr. Kelly:

On behalf of our client, Chardan Healthcare
Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated December 11,
2018 (the “Staff’s Letter”) regarding the Company’s draft Registration Statement on Form S-1 (the “Registration
Statement”). Contemporaneously, we are submitting the amended draft Registration Statement via Edgar (the “Amended
S-1”).

In order to facilitate the review by the
Commission’s staff (the “Staff”) of the Amended S-1, we have responded, on behalf of the Company, to the comments
set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.

Los Angeles      New York      Chicago      Nashville
     Washington, DC      Beijing      Hong Kong      www.loeb.com

A limited liability partnership including
professional corporations

        Edward M. Kelly

        December 11, 2018

        Page 2

Pre-effective Amendment 1 to Registration
Statement on Form S-1 filed December 4, 2018

Exhibit 3.2, page 6

 1. We note that your forum selection provision identifies the Court of Chancery of the State of
Delaware as the exclusive forum for certain litigation, including any “derivative action.”  Please disclose whether
this provision applies solely to state law claims.  If it does not apply to solely state law claims, then please note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules
and regulations thereunder.  If this provision applies to claims arising under the Securities Act, please disclose that there
is uncertainty as to whether a court would enforce such provision and to state that shareholders will not be deemed to have waived
the company’s compliance with the federal securities laws and the rules and regulations thereunder.  If this provision
does not apply to actions arising under the Securities Act or Exchange Act, please ensure that the exclusive forum provision in
the governing documents states this clearly.

In addition, under an appropriately
titled risk factor please describe the exclusive forum provision and the types of actions to which it relates, and disclose that
such a provision may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with
the company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims.

Response: Article Tenth of Exhibit
3.2 was removed in its entirety in response to the Staff’s comments.

Please call me at 212
407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,

/s/ Giovanni Caruso

Giovanni Caruso

Partner

December 11, 2018
Jonas Grossman
Chief Executive Officer
Chardan Healthcare Acquisition Corp.
17 State Street, 21st Floor
New York, NY 10004
Re:Chardan Healthcare Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 4, 2018
File No. 333-228533
Dear Mr. Grossman:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and
circumstances or do not believe that 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.
Pre-effective Amendment 1 to Registration Statement on Form S-1 filed December 4, 2018
Exhibit 3.2, page 6
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether this provision applies solely to state law claims.  If it
does not apply to solely state law claims, then please note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If this provision applies to claims arising under the Securities Act,
please disclose that there is uncertainty as to whether a court would enforce such

 FirstName LastNameJonas Grossman
 Comapany NameChardan Healthcare Acquisition Corp.
 December 11, 2018 Page 2
 FirstName LastName
Jonas Grossman
Chardan Healthcare Acquisition Corp.
December 11, 2018
Page 2
provision and to state that shareholders will not be deemed to have waived the company’s
compliance with the federal securities laws and the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please ensure that the exclusive forum provision in the governing documents states this
clearly.

In addition, under an appropriately titled risk factor please describe the exclusive forum
provision and the types of actions to which it relates, and disclose that such a provision
may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable
for disputes with the company and its directors, officers, or other employees and may
discourage lawsuits with respect to such claims.
            You may contact Dale Welcome, Staff Accountant, at (202) 551-3865 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
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    Giovanni Caruso
    Direct
    212.407.4866

    Partner
    Main
    212.407.4000

    345 Park Avenue
    Fax
    212.937.3943

    New York, NY  10154
    gcaruso@loeb.com

Via Edgar

December 7, 2018

Edward M. Kelly

Division of Corporation Finance Office of

 Manufacturing and Construction

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Chardan Healthcare Acquisition Corp.

    Draft Registration Statement on Form S-1

    Filed on November 26, 2018

    File No. 333-228533

Dear Mr. Kennedy:

On behalf of our client, Chardan Healthcare
Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated December 4,
2018 (the “Staff’s Letter”) regarding the Company’s draft Registration Statement on Form S-1 (the “Registration
Statement”). Contemporaneously, we are submitting the amended draft Registration Statement via Edgar (the “Amended
S-1”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Amended S-1, we have responded, on behalf of the Company, to the comments set forth in the
Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and
correspond to the numbered paragraph in the Staff’s Letter.

Los Angeles   New York   Chicago   Nashville   Washington,
DC   Beijing   Hong Kong   www.loeb.com

A limited liability partnership including professional
corporations

        Edward M. Kelly

        December 7, 2018

        Page 2

Registration Statement on Form S-1 filed
November 26, 2018

Report of Independent Registered Public
Accounting Firm, page F-2

 1. Please amend your registration statement to have your
auditor remove the language in the fourth paragraph which states "and in accordance with auditing standards generally accepted
in the United States of America." Please refer to PCAOB Auditing Standard 3101.

Response: The report of independent
registered public accounting firm has been revised in accordance with the Staff’s comment.

Note 8. Subsequent Events , page F-14

 2. Please revise your disclosure to indicate the date
through which subsequent events were evaluated as required by ASC 855-10-50-1a.

Response: The disclosure on page
F-14 has been revised in accordance with the Staff’s comment.

Please call me at 212 407-4866
if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

December 4, 2018
Jonas Grossman
Chief Executive Officer
Chardan Healthcare Acquisition Corp.
17 State Street, 21st Floor
New York, NY 10004
Re:Chardan Healthcare Acquisition Corp.
Registration Statement on Form S-1
Filed November 26, 2018
File No. 333-228533
Dear Mr. Grossman:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed November 26, 2018
Report of Independent Registered Public Accounting Firm, page F-2
1.Please amend your registration statement to have your auditor remove the language in the
fourth paragraph which states "and in accordance with auditing standards generally
accepted in the United States of America." Please refer to PCAOB Auditing Standard
3101.
Note 8. Subsequent Events , page F-14
2.Please revise your disclosure to indicate the date through which subsequent events were
evaluated as required by ASC 855-10-50-1a.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameJonas Grossman
 Comapany NameChardan Healthcare Acquisition Corp.
 December 4, 2018 Page 2
 FirstName LastName
Jonas Grossman
Chardan Healthcare Acquisition Corp.
December 4, 2018
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Dale Welcome (Staff Accountant) at 202-551-3865 or John
Cash (Accounting Branch Chief) at 202-551-3768 if you have questions regarding comments on
the financial statements and related matters.  Please contact Edward Kelly (Staff Attorney) at
202-551-3728 or Asia Timmons-Pierce (Special Counsel) at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

October 23, 2018
Jonas Grossman
Chief Executive Officer
Chardan Healthcare Acquisition Corp.
17 State Street, 21st Floor
New York, NY 10004
Re:Chardan Healthcare Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted September 26, 2018
CIK 0001739174
Dear Mr. Grossman:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and circumstances or do
not believe that 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 September 26, 2018
General
1.Please supplementally provide us 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.
Report of Independent Registered Public Accounting Firm, page F-2
2.Please amend your registration statement to have your auditor remove the language in the

 FirstName LastNameJonas Grossman
 Comapany NameChardan Healthcare Acquisition Corp.
 October 23, 2018 Page 2
 FirstName LastName
Jonas Grossman
Chardan Healthcare Acquisition Corp.
October 23, 2018
Page 2
fourth paragraph which states “and in accordance with auditing standards generally
accepted in the United States of America.”  Please refer to PCAOB Auditing Standard
3101.
Recent Sales of Unregistered Securities, page II-4
3.Please indicate the section of the Securities Act or the rule of the Commission under
which exemption from registration was claimed, and state briefly the facts relied upon to
make the exemption available.  See Item 701(d) of Regulation S-K.
            You may contact Dale Welcome, Staff Accountant, at (202) 551-3865 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction