United States securities and exchange commission logo





                              May 14, 2020

       Joey Bose
       President
       Cytonics Corporation
       658 West Indiantown Road, Suite 214
       Jupiter, Florida 33458

                                                        Re: Cytonics
Corporation
                                                            Offering Statement
on Form 1-A
                                                            Filed April 17,
2020
                                                            File No. 024-11196

       Dear Mr. Bose:

              We have reviewed your 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 amending your offering 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 offering statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form 1-A

       Capitalization Table, page 30

   1.                                                   We note that cash and
cash equivalents does not agree with the financial statements, and
                                                        based on the amount
reported as total capitalization, it appears that you should include
                                                        your convertible notes
in the table. Please advise or revise accordingly.
       Description of Business, page 42

   2.                                                   Statements indicating
safety and efficacy are not appropriate for product candidates in
                                                        preclinical or clinical
trials. Safety and efficacy determinations are solely within the
                                                        authority of the
applicable regulators and are continually assessed through all phases of
                                                        clinical trials. Please
revise your document to remove all statements that indicate or imply
                                                        that your product
candidates are safe or effective, including preliminary indications of
                                                        safety or efficacy. As
examples only, we note your discussion on page 5 that testing on
                                                        animal models have
demonstrated "a high degree of safety and efficacy of our
 Joey Bose
Cytonics Corporation
May 14, 2020
Page 2
         recombinant A2M product," on page 47 that "A2M is effective in
inhibiting the proteases
         implicated," on page 48 that "A2M is effective at inhibiting OA
progression," and on page
         50 that "these studies conclusively demonstrate that A2M and
autologous APIC are
         effective therapies to treat OA."
3.       With respect to your licensing and marketing agreements with A2MCyte,
Astaria Global
         and Christie Medical Holdings, please revise to disclose all material
terms of these
         agreements to the extent not already disclosed, including payments
made to date under the
         agreement, upfront payments, milestone payments, royalty obligations,
royalty duration,
         and term and termination provisions.
Management's Discussion and Analysis
Results of Operations
Year Ended December 31, 2019 Compared to Year Ended Dece,ber 31, 2018, page 68

4.       We note the increase in your research and development expenses and
that you have
         multiple products in varying stages of development. Please revise to
provide more details
         of your research and development expenses for each period presented,
including but not
         limited to by product candidate as well as by the nature of the
expenses. To the extent that
         you do not track expenses by product candidate, please disclose as
such.
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       You may contact Jeanne Bennett at (202) 551-3606 or Jeanne Baker at
(202) 551-3691 if
you have questions regarding comments on the financial -statements and related
matters. Please
contact Courtney Lindsay at (202) 551-7237 or Irene Paik at (202) 551-6553 with
any other
questions.



FirstName LastNameJoey Bose                                    Sincerely,
Comapany NameCytonics Corporation
                                                               Division of
Corporation Finance
May 14, 2020 Page 2                                            Office of Life
Sciences
FirstName LastName