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                                April 26, 2021

       Jeff Ross
       Chief Executive Officer
       Miromatrix Medical Inc.
       10399 West 70th Street
       Eden Prairie, MN 55344

                                                        Re: Miromatrix Medical
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted March 29,
2021
                                                            CIK No. 0001527096

       Dear Mr. Ross:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Prospectus Summary
       Overview, page 1

   1.                                                   We note your statement
here and on page 75 that you have generated human clinical data
                                                        to demonstrate the
safety of your decellularized porcine liver scaffold. Please revise your
                                                        disclosure to clarify,
if true, that this safety data was obtained from your clinical studies of
                                                        Miromesh and Miroderm,
rather than from studies or trials of a bioengineered human
                                                        organ.
       Our Strengths, page 3

   2.                                                   We note your statements
here and on page 80 that you have proven perfusion
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FirstName
MiromatrixLastNameJeff
             Medical Inc. Ross
Comapany
April       NameMiromatrix Medical Inc.
       26, 2021
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         decellularization technology. Please revise to clarify that the
marketing approval process
         for a BLA differs significantly from the approval process for medical
devices and that
         there is no guarantee that (i) you will be able to leverage the
approvals for Miroderm and
         Miromesh in seeking marketing approvals for your bioengineered organs
or (ii) the FDA
         will deem your technology to be safe or effective for the purpose of
developing
         bioengineered organs.
3.       We note your statement here and on page 80 that you have demonstrated
the "potential
         efficacy" of your recellularization technology. "Efficacy" is a
determination that is solely
         within the purview of the FDA and foreign regulators. Please revise
your statement to
         remove any implication that your preclinical studies have demonstrated
efficacy.
4.       We note your statements here and on page 81 describing your patent
portfolio. Please
         revise to include the expiration dates of your patents.
Our Growth Strategy, page 4

5.       We note your references here and on page 81 to your "technology
leadership position".
         Please revise your disclosure to explain the basis for this claim.
6.       We note your statement here and on page 82 that you intend to "rapidly
advance" the
         clinical development of your products. Please remove these statements
or revise to
         provide appropriate balance and context so that these statements do
not imply that you
         will be successful in developing and progressing your products in a
rapid or accelerated
         manner.
7.       We note your statements in this section and on page 82 that you intend
to pursue an
         efficient regulatory pathway and that you intend to leverage your
experience with the
         Miroderm and Miromesh products to efficiently advance your organ
programs. Please
         balance this disclosure to reflect your disclosure on pages 14-15 that
(i) you will need to
         obtain an exemption from the FDA for the cGTP prohibition against
pooling cells from
         two or more donors during manufacturing and (ii) that the FDA could
view your
         bioengineered organs as combination products.
Implications of Being an Emerging Growth Company , page 6

8.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copes of the communications.
Use of Proceeds, page 54

9.       We note the use of proceeds to fund research and development
activities and for
         expenditures related to a new facility. Please revise to specify how
far the proceeds of the
         offering will take the Company in (i) research and development,
including whether the
         proceeds will be sufficient to complete any clinical trials and (ii)
developing the new
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MiromatrixLastNameJeff
             Medical Inc. Ross
Comapany
April       NameMiromatrix Medical Inc.
       26, 2021
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         facility. If any material amounts of other funds are necessary to
accomplish the specified
         purposes for which the proceeds are to be obtained, state the amounts
and sources of such
         other funds needed for each such specified purpose and the sources
thereof. Refer to
         Instruction 3 of Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 66

10.      The end of the second paragraph in this section appears to contemplate
that the timing and
         amount of your operating expenditures will depend on various factors,
but no such factors
         are listed. Similarly, the end of your third paragraph references an
estimate that is based
         on assumptions that may prove to be wrong, but no such estimate
appears in the preceding
         disclosure. Please revise to clarify your disclosure.
Critical Accounting Policies and Significant Judgments and Estimates
Stock-Based Compensation, page 70

11.      Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances and the
         reasons for any differences between the recent valuations of your
common stock leading
         up to the IPO and the estimated offering price. This information will
help facilitate our
         review of your accounting for equity issuances including stock
compensation and
         beneficial conversion features. Please discuss with the staff how to
submit your response.
Business, page 75

12.      Please revise to explain the pictures presented on pages 77, 78, 83
and 88. In this regard,
         it should be clear whether these pictures depict a prototype of your
product(s) or
         something else. Also, revise page 78 to explain what is shown in each
of the three
         pictures and tell us whether they depict a clinical trial.
13.      Please revise to identify the publications and studies referenced in
the second paragraph
         on page 78.
Our Growth Strategy, page 81

14.      We note your statement that you believe that your technology will
yield "best-in-class"
         functionality. This term suggests that your product candidates are
effective and likely to
         be approved. Please revise your disclosure to remove this term or,
alternatively, revise to
         explain the term and provide context so that the disclosure does not
make these
         suggestions.
Product Pipeline, page 83

15.      Please revise your pipeline chart to include separate columns for
Phase 1, Phase 2 and
         Phase 3 trials. We also note that the arrow for the External Assist
Liver is drawn nearly to
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FirstName
MiromatrixLastNameJeff
             Medical Inc. Ross
Comapany
April       NameMiromatrix Medical Inc.
       26, 2021
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         the end of the IND-Enabling Study column, but your disclosure on page
85 indicates that
         you will need to initiate further IND-Enabling Studies later in 2021
or early in 2022 to
         support an IND. Please revise the arrow in your pipeline chart to
reflect the External
         Assist Liver's current development status.
Collaborations and Partnerships, page 91

16.      Please revise your description of the Mayo Clinic, Mount Sinai and
Texas Heart Institute
         agreements described in this section to:

                quantify all payments made to date;
                disclose separately the aggregate amount of all potential
development, regulatory and
              commercial milestone payments;
                disclose when royalty provisions expire, if the expiration is
based on a number of
              years following commercialization, disclose the number of years;
                disclose the expiration date; and
                describe any termination provisions.
17.      Your disclosure on page 76 indicates that you have an exclusive
license agreement with
         the University of Minnesota and your disclosure on page 94 indicates
that you exclusively
         license U.S. and foreign patents. Please revise this section to
disclose the terms of all
         material license agreements. In your description of the terms of these
agreements, please:

                include each parties' rights and obligations under the
agreement;
                quantify all payments made to date;
                disclose separately the aggregate amount of all potential
development, regulatory and
              commercial milestone payments;
                disclose the amount of option fees for any additional license
or targets;
                quantify the royalty rate, or a range no greater than 10
percentage points per tier;
                disclose when royalty provisions expire, if the expiration is
based on a number of
              years following commercialization, disclose the number of years;
                disclose the expiration date; and
                describe any termination provisions.
Certain Relationships and Related Party Transactions
Policies and Procedures for Related Party Transactions, page 127

18.      Please disclose the standards that will be applied in determining
whether to approve any
         of the transactions described in this section. Refer to Item
404(b)(1)(ii) of Regulation S-K.
Description of Capital Stock
Registration Rights, page 131

19.      Please revise this section to disclose how many shares of your common
stock will have
         registration rights following the consummation of the offering. Please
also revise to
         disclose the terms of the demand and S-3 registration rights including
the percentage of
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Miromatrix Medical Inc.
April 26, 2021
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      shares required to be held by demanding holders in order for a
registration rights request
      to be valid, whether there is any minimum offering size and whether there
is any limit on
      the number of registrations that you will be obligated to effect.
Financial Statements
Note 3. Discontinued Operations, page F-12

20.   In regards to the spin-out transaction which took place related to the
Acellular Business
      with Reprise Biomedical, Inc. as well as the corresponding equity method
investment held
      in Reprise Biomedical, Inc, please address the following:
          Tell us what percentage of ownership you held in Reprise Biomedical,
Inc. prior to
           the spin-out transaction, if any. We note that you owned 100% of the
Acellular
           Business but it is not clear if you also had ownership in Reprise
Biomedical, Inc.
           Please also tell us how you determined it was appropriate to record
a gain on this
           equity investment as part of this transaction if you did not have an
ownership interest
           in Reprise Biomedical, Inc. prior to the transaction; and
          Disclose all the significant terms of the spin-out transaction in
June 2019. For
           example, we note that you received proceeds from the sale of your
Acellular business
           of $2.5 million based on your statement of cash flow for the year
ended December
           31, 2019.
Note 13. Commitments and Contingencies, page F-22

21.   It is not clear based on your disclosures on page 112 whether you are
currently subject to
      material legal proceedings. We remind you of the disclosure requirements
of ASC 450 as
      applicable. For example, if there is at least a reasonable possibility
that a loss exceeding
      amounts already recognized may have been incurred related to any matter,
please either
      disclose an estimate (or, if true, state that the estimate is immaterial
in lieu of providing
      quantified amounts) of the additional loss or range of loss, or state
that such an estimate
      cannot be made pursuant to ASC 450-20-50.
       You may contact Nudrat Salik at (202) 551-3692 or Brian Cascio at (202)
551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at (202) 551-4224 or Joe McCann at (202) 551-6262 with
any other
questions.



                                                             Sincerely,
FirstName LastNameJeff Ross
                                                             Division of
Corporation Finance
Comapany NameMiromatrix Medical Inc.
                                                             Office of Life
Sciences
April 26, 2021 Page 5
cc:       Jonathan Zimmerman
FirstName LastName