United States securities and exchange commission logo

                               August 6, 2020

       Ronald Lloyd
       President and Chief Executive Officer
       Aziyo Biologics, Inc.
       12510 Prosperity Drive, Suite 370
       Silver Spring, MD 20904

                                                        Re: Aziyo Biologics,
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted July 10,
                                                            CIK No. 0001708527

       Dear Mr. Lloyd:

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

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

             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

       Draft Registration Statement on Form S-1 submitted July 10, 2020

       Prospectus Summary
       Overview, page 1

   1.                                                   We note your reference
to "partnerships" with major medical device companies including
                                                        Boston Scientific and
Medtronic. Please briefly clarify the nature of these partnerships,
                                                        and in the appropriate
section of the document, explain the form of the partnership, its
                                                        duration, the rights
and obligations of the parties and whether there are formalized
                                                        agreements in place
governing these relationships. If so, please file these as exhibits or tell
                                                        us why you do not
believe they are required to be filed under Regulation S-K Item
 Ronald Lloyd
Aziyo Biologics, Inc.
August 6, 2020
Page 2
2.       We note your statements here and throughout your document referring to
estimates. As a
         non-exhaustive list of illustrative examples only, we note the

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

         Please revise your disclosure to provide the basis for these
estimates, including whether
         they are based on third-party surveys and data gathering or on
management's belief.
3.       For each of your products, please revise your disclosure to state the
procedures or
         applications for which your product has been approved as well as the
procedures or
         applications for which you are currently seeking approval.
Soft Tissue Reconstruction Market, page 7

4.       Please define the term HADM the first time it is used in your
Implications of Being an Emerging Growth Company and a Smaller Reporting
Company, page 9

5.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
Use of Proceeds, page 77

6.       Please revise your disclosure to indicate the approximate amount of
the proceeds from the
         offering that is intended to be used for each purpose disclosed.
Management's Discussion and Analysis of Financial Condition and Results of
Net Sales, page 88

7.     Given that non-core sales are material to total sales and declined
significantly in 2019,
FirstName LastNameRonald Lloyd
       please disclose whether there are any known events or circumstances that
you expect will
       causeNameAziyo   Biologics,
             2020 non-core  sales toInc.
                                     decline materially relative to 2019. See
Section 501.02 of the
AugustFinancial  Reporting
        6, 2020 Page  2    Codification.
FirstName LastName
 Ronald Lloyd
FirstName  LastNameRonald Lloyd
Aziyo Biologics, Inc.
August     NameAziyo Biologics, Inc.
       6, 2020
Page 3 6, 2020 Page 3
FirstName LastName
Revenue Interest Obligation, page 98

8.       Please revise your disclosure to state which of your current products
are subject to the
         Revenue Interest Obligation as well as any product candidates under
development that
         may become subject to the Revenue Interest Obligation.
Implantable Electronic Devices/Cardiovascular Market, page 106

9.       We note your disclosure concerning a review of studies covering
publications from 1981
         through 2019 regarding infection and migration rates for implantable
electronic devices.
         Please revise your disclosure to discuss who conducted the review, how
many studies
         were reviewed, the average infection and migration rates across the
studies and how
         publications were selected to be included in the review.

         Please also explain to us why you decided to include studies from 1981
through 2000.
10.      We note your disclosure regarding the lack of provision of long-term
stabilization from
         the TYRX device as well as your claim that any stabilization of the
implanted device is
         provided by scar tissue, which can lead to complications. Please
revise your disclosure to
         state whether these claims are based on third-party studies or on
management's belief.
Implantable Electronic Device
Clinical Studies, page 112

11.      Please update your description of the SECURE study to state the
primary and secondary
         endpoints of the study; whether any adverse events or serious adverse
events were deemed
         to be related to the CanGaroo envelope and the nature of any such
events; and the
         infection and migration rates for all of the patients in the study
that received the Cangaroo
Orthopedic/Spinal Repair
Pre-clinical Studies, page 113

12.      Please present support for your claim that your viable bone matrices
were superior in all
         characteristics examined compared to other products.
Soft Tissue Reconstruction
Pre-clinical Studies, page 113

13.      We note your disclosure regarding the preclinical studies conducted
for SimpliDerm.
         Please revise your disclosure to provide the data that supports your
claims in this
         subsection, including the statements that SimpliDerm's structurally
intact matrix was
         closest to the native human dermis among the HADMs evaluated in one
study and that
         SimpliDerm showed less acute and chronic inflammation and less
fibrosis than AlloDerm
         RTU in another study.
 Ronald Lloyd
Aziyo Biologics, Inc.
August 6, 2020
Page 4
Competition, page 114

14.    We note your disclosure on page 26 that some of your competitors'
products are subject to
       a simpler reimbursement process. Please update your disclosure to
further discuss the
       reimbursement process for your products and those of your competitors.
Intellectual Property, page 116

15.    Please provide the jurisdictions for your owned and in-licensed foreign
License Agreement with Cook Biotech, page 117

16.    Please revise to disclose the expected expiration date of the
last-to-expire patent.
Principal Stockholders, page 147

17.    Please identify the natural persons who are the beneficial owners of the
shares held by
       KeraLink International, Inc.
Note 15, page F-23

18.    Please say how the stock split referenced on page 11 impacts this
       You may contact Tracey McKoy at 202-551-3772 or Al Pavot at 202-551-3738
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Mary Beth Breslin at 202-551-3625 with
any other

FirstName LastNameRonald Lloyd
                                                              Division of
Corporation Finance
Comapany NameAziyo Biologics, Inc.
                                                              Office of Life
August 6, 2020 Page 4
cc:       Wesley C. Holmes
FirstName LastName