November 12, 2019

Amro Albanna
Chief Executive Officer
ADiTx Therapeutics, Inc.
11161 Anderson Street, Suite 105-10014
Loma Linda, CA 92354

       Re: ADiTx Therapeutics, Inc.
           Draft Registration Statement on Form S-1
           Filed on October 15, 2019
           CIK No. 0001726711

Dear Mr. Albanna:

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

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

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

Draft Registration Statement on Form S-1 submitted October 15, 2019

Cover Page

1.     We note your disclosure that no assurance can be given that your
application to list your
       common stock on the NYSE American will be approved. With reference to
your
       disclosure on page 60 that you will not consummate this offering if your
common stock is
       not approved for listing on the NYSE American, please clarify your
disclosure to state
       whether the listing of your common stock on the NYSE American is a
condition to this
       offering.
 Amro Albanna
FirstName LastNameAmro Albanna
ADiTx Therapeutics, Inc.
Comapany 12, 2019
November NameADiTx Therapeutics, Inc.
Page 2
November 12, 2019 Page 2
FirstName LastName
Prospectus Summary
Our Business, page 1

2.       Please revise your disclosure to briefly discuss the developmental
stage of your product
         candidate and any additional preclinical and clinical studies you will
need to conduct in
         order to submit a BLA.
Risks Related to Our Business, page 2

3.       With reference to your disclosure on pages 6 and 7, please revise the
first bullet point in
         this section to clarify that you have incurred losses and expect to
continue to operate at a
         net loss for at least the next several years and that your auditors
have indicated that your
         financial conditions raise substantial doubt about your ability to
continue as a going
         concern.
Implications of Being an Emerging Growth Company, page 3

4.       We note that you disclose on page 3 that as a company with less than
$1.07 billion in
         revenue during your last fiscal year, you qualify as an EGC. You also
disclose that you
         may take advantage of specified reduced disclosure and other
requirements that are
         otherwise applicable generally to public companies. It also appears
that you have elected
         to use the extended transition period for complying with new or
revised accounting
         standards under Section 102(b)(1). Please provide a risk factor
explaining that this
         election allows you to delay the adoption of new or revised accounting
standards that have
         different effective dates for public and private companies until those
standards apply to
         private companies. Please state in your risk factor that, as a result
of this election, your
         financial statements may not be comparable to companies that comply
with public
         company effective dates. Please add similar disclosure within MD&A.
5.       Please supplementally provide us with copies of all written
communications, as defined
         in Rule 405 under the Securities Act, that you, or anyone authorized
to do so on your
         behalf, present to potential investors in reliance on Section 5(d) of
the Securities Act,
         whether or not they retain copies of the communications.
A substantial portion of our in-licensed intellectual property will be subject
to the provisions of
the Bayh-Dole Act..., page 19

6.       Please revise this risk factor to clarify whether your license to
ADiTM is subject to "march-
         in" rights.
Use of Proceeds, page 26

7.       We note that you intend to use the net proceeds from the offering to
fund the
         commencement of Phase I/IIa clinical testing. If a material amount of
other funds is
         necessary to complete the Phase I/IIa clinical trial, please revise
your disclosure to
 Amro Albanna
FirstName LastNameAmro Albanna
ADiTx Therapeutics, Inc.
Comapany 12, 2019
November NameADiTx Therapeutics, Inc.
Page 3
November 12, 2019 Page 3
FirstName LastName
         state the amount necessary to complete the clinical trial and sources
of such other funds.
         Refer to Instruction 3 of Item 504 of Regulation S-K.
Dilution, page 28

8.       Please update your table that illustrates the amount of dilution to an
investor in the
         offering to begin with the historical net tangible book value per
share as of September 30,
         2019. Please also clarify what the pro forma net tangible book value
as of September 30,
         2019 line caption is intended on capturing. In that regard, it is not
clear what adjustments
         are presented on a pro forma basis prior to the offering.
9.       Please insert a table showing the number and percentage of common
shares acquired by
         existing shareholders and new investors and the consideration and
percentage of
         consideration paid by existing shareholders and new investors assuming
100% of the units
         offered are sold. Please refer to Item 506 of Regulation S-K .
Liquidity, page 31

10.      Please expand your disclosures to describe the course of action you
have taken or
         anticipate on taking as it relates to the various promissory notes and
related party notes
         payable that are currently in default as of December 31, 2018. In that
regard, we
         understand that the Company anticipates using some of the proceeds
from the offering to
         repay $126,100 of five promissory notes currently outstanding. It
appears however that
         even with paying off such notes, there will continue to remain amounts
that are currently
         in default. As such, please ensure your expanded disclosures highlight
the potential
         consequences of continued default and the constraints it may have on
your future liquidity
         and operating prospects, your ability to obtain additional financing
and whether such
         continued default may cause you to have to revise the amounts that
could be dedicated to
         your continued research and development activities. Refer to Section
501.13 of the
         Financial Reporting Codification.
Management's Discussion and Analysis of Financial Condition and Plan of
Operations
Results of Operations, page 31

11.      Please revise the disclosure to disaggregate research and development
expenses by nature
         or type of expense for each period presented.
Critical Accounting Policies, page 32

12.      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.
 Amro Albanna
FirstName LastNameAmro Albanna
ADiTx Therapeutics, Inc.
Comapany 12, 2019
November NameADiTx Therapeutics, Inc.
Page 4
November 12, 2019 Page 4
FirstName LastName
Business
ADiTM Key Differentiators, page 34

13.      We note your heading "Better Safety Profile" and your statements that
DNA-based
         products "are generally considered safe" and that ADiTM has been
"successfully tested in
         several preclinical models and its efficacy can be attributed to
multiple factors." Please
         revise your disclosure to remove any suggestion that your product
candidate is safe or
         effective, as determinations as to safety and efficacy are within the
sole authority of the
         FDA or comparable foreign regulatory authorities.
Proof of Concept: Skin Grafting, page 36

14.      Please revise your disclosure to specify the number of mice on which
the skin allograft
         transplantation procedure was done. Please also disclose, where
appropriate, any
         additional preclinical studies that will need to be completed prior to
submitting an
         Investigational New Drug application.
License Agreement with Loma Linda University, page 36

15.      Please revise your disclosure regarding the LLU License Agreement to
specify the annual
         license fee and the aggregate development milestones payable.
Drug Approval Process, page 37

16.      We note that you are working with a contract manufacturer for your
plasmid DNA
         molecules and patent-pending bacterial strain. To the extent you have
entered into an
         agreement with the contract manufacturer, please describe the material
terms of the
         agreement and file the agreement as an exhibit to the registration
statement, or tell us why
         this is not required. See Item 601 of Regulation S-K.
Plan of Operations, page 37

17.      We note your disclosure that your first-in-human clinical studies will
be in patients
         requiring skin and other organ and/or tissue allografts. Please revise
your disclosure to
         clarify the indication you will initially pursue. In this regard, we
note your disclosure on
         page 38 that upon receipt of clearance to initiate clinical testing,
your product will be
         tested on patients with psoriasis and in patients who require skin
allografting.
Target market, page 38

18.      With reference to your disclosure on pages 13, 14 and 33, please
expand your disclosure
         to discuss the competitive business conditions and your competitive
position in the
         industry. See Item 101(h)(4) of Regulation S-K.
 Amro Albanna
ADiTx Therapeutics, Inc.
November 12, 2019
Page 5
Intellectual Property (IP), page 39

19.    Please expand your discussion of your licensed patent portfolio to
disclose the types of
       patents you hold (i.e., composition of matter, use or process) and the
expiration or
       expected expiration date of your patents and patent applications.
Management
Executive Officers and Directors, page 40

20.    Please disclose for each director, the specific experience,
qualifications, attributes or skills
       that led to the conclusion that the person should serve as a director of
the company in light
       of the company's business and structure. See Item 401(e)(1) of
Regulation S-K.
Executive and Director Compensation, page 46

21.    We note your disclosure on page F-10 with respect to amounts owed to the
CEO and other
       consultants who provided services without payment during the year ended
December 31,
       2018. If these amounts remain outstanding, please revise your disclosure
in this section as
       appropriate to indicate any compensation that has not been paid.
Security Ownership of Beneficial Owners and Management, page 48

22.    Please revise the column at the far right of your table to show shares
beneficially owned
       and corresponding percentage upon completion of the offering, as opposed
to
       "beneficially owned after maximum."
General

23.    Please provide us proofs of all graphics, visual, or photographic
information you will
       provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
       Please note that we may have comments regarding this material.
        You may contact Ameen Hamady at 202-551-3891, or Daniel Gordon at
202-551-3486,
if you have questions regarding comments on the financial statements and
related
matters. Please contact Paul Fischer at 202-551-3415, or Irene Paik at
202-551-6553, with any
other questions.



                                                               Sincerely,
FirstName LastNameAmro Albanna
                                                               Division of
Corporation Finance
Comapany NameADiTx Therapeutics, Inc.
                                                               Office of Life
Sciences
November 12, 2019 Page 5
cc:       Richard Friedman, Esq.
FirstName LastName