650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com

June 14, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:          Julie Sherman

Al Pavot

Tom Kluck

Celeste Murphy

Re:Codex DNA, Inc.

Registration Statement on Form S-1

Filed May 28, 2021

File No. 333-256644

Ladies and Gentlemen:

On behalf of our client, Codex DNA, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in its letter dated June 10, 2021 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-1 (the “Registration Statement”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is concurrently submitting via EDGAR this letter and an Amendment No. 1 to Registration Statement on Form S-1 (“Amendment No. 1”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for the page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to the page numbers of Amendment No. 1.

Registration Statement on Form S-1 filed May 28, 2021

Results of Operations, page 70

1.    We note your response to comment 1 and your revised disclosure on page 71 that NEB has agreed to pay the Company a royalty in the low double digits. Please revise your disclosure to give investors a reasonable idea of the amount of the royalty rate that does not exceed ten percentage point.

In response to the Staff's comment, the Company has revised its disclosure on page 71 of Amendment No. 1.

AUSTIN     BEIJING     BOSTON     BRUSSELS     HONG KONG     LONDON     LOS ANGELES     NEW YORK

PALO ALTO     SAN DIEGO     SAN FRANCISCO     SEATTLE     SHANGHAI     WASHINGTON DC     WILMINGTON, DE

Securities and Exchange Commission

June 14, 2021

Page 2

2.    We note that the confidential settlement agreement with New England Biolabs includes a settlement payment. Please disclose the amount of the settlement payment or explain to us why such disclosure is not required.

In response to the Staff's comment, the Company has revised its disclosure on page 71 of Amendment No. 1 and refiled Exhibit 10.17 with the amount of the settlement payment disclosed.

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Securities and Exchange Commission

June 14, 2021

Page 3

Please direct any questions with respect to this confidential submission to me at (650) 565-3564 or poettinger@wsgr.com or Robert Kornegay at (650) 320-4533 or rkornegay@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Philip Oettinger

Philip Oettinger

cc:        Todd Nelson, Codex DNA, Inc.

Jennifer McNealey, Codex DNA, Inc.

Robert Kornegay, Wilson Sonsini Goodrich & Rosati, P.C.

Donald Murray, Covington & Burling LLP