United States securities and exchange commission logo

                            September 1, 2020

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

                                                        Re: Aziyo Biologics,
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted August
17, 2020
                                                            CIK No. 0001708527

       Dear Mr. Lloyd:

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

               Please respond to this letter by providing the requested
information and either submitting
       an amended draft offering statement or publicly filing your offering
statement on EDGAR. If
       you do not believe our comments apply to your facts and circumstances or
do not believe an
       amendment is appropriate, please tell us why in your response. After
reviewing any amendment
       to your draft offering statement or filed offering statement and the
information you provide in
       response to these comments, we may have additional comments.

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

       Prospectus Summary
       Overview, page 1

   1.                                                   We note your response
to prior comment 1 and your updates to the disclosure elsewhere in
                                                        your document regarding
your agreements. Please revise your disclosure here and on
                                                        pages 86 and 105 to
clarify that these partnerships are commercial agreements only and do
                                                        not extend to joint
research and development efforts.
       Net Cash Used in Operating Activities, page 94

   2.                                                   We note that your
inventory increase had a material adverse impact on your 2020
                                                        operating cash flows.
Please disclose why your finished goods inventory increased 33%
                                                        (page F-15) whereas
your 2020 net sales decreased 6%. Please address the relevant factors
 Ronald Lloyd
Aziyo Biologics, Inc.
September 1, 2020
Page 2
      identified in your page 31 inventory management/impairment risk factor.
See Item
      303(b)(1) of Regulation S-K.
Note 15, page F-25

3.    Please expand the disclosures here and on pages 16 and 85 to address the
stock split. Also,
      please quantify for us the number of converted preferred shares that you
expect to include
      in 2020 pro forma loss per share and the number of preferred stock
liquidation shares that
      you expect to exclude from 2020 pro forma loss per share. We note the 45
      shares amount disclosed in Note 14. Please clarify for us why your pro
forma loss per
      share numbers exclude the liquidation shares.
       You may contact Tracey McKoy at 202-551-3772 or Al Pavot at 202-551-3738
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Mary Beth Breslin at 202-551-3625 with
any other

FirstName LastNameRonald Lloyd
                                                           Division of
Corporation Finance
Comapany NameAziyo Biologics, Inc.
                                                           Office of Life
September 1, 2020 Page 2
cc:       Wesley C. Holmes
FirstName LastName