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CORRESP
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CORRESP

 Divakar Gupta

 (212) 479-6474

 dgupta@cooley.com

VIA EDGAR AND HAND DELIVERY

June 6, 2018

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by

 Neuronetics, Inc. in connection
with

 Registration Statement on Form S-1 (File

No. 333-225307)

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Mail Stop 4546

 Washington, D.C. 20549

Attn:
Daniel Morris, Special Counsel

 Amanda Ravitz, Assistant Director, Office of Electronics and
Machinery

 Tom Jones, Legal Staff Attorney

RE:
Neuronetics, Inc.

Registration Statement on Form S-1

File No. 333-225307

 Ladies and Gentlemen:

On behalf of Neuronetics, Inc. (the “Company”), we are submitting this letter to the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”), relating to the Company’s Registration Statement on Form S-1 (File No. 333-225307), originally confidentially submitted to the Commission on March 16, 2018 and resubmitted to the Commission on April 26, 2018, and subsequently filed with the Commission on May 31,
2018 (the “Registration Statement”).

 Because of the commercially sensitive nature of information contained
herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in
connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83.

The Company respectfully submits the below additional information to assist the Staff in its review of the Company’s position with
respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the differences between the recent valuation of its common stock and the estimated offering price of the common stock to
be sold in its proposed initial public offering (“IPO”), which is the subject of the Registration Statement.

 Preliminary
IPO Price Range

 The Company advises the Staff that it preliminarily estimates a price range of $[***] per share to $[***] per
share (the “Price Range”) for its IPO, before giving effect to an anticipated reverse stock split. This range implies a pre-money equity valuation for the Company of $[***] to $[***].

 As is typical in IPOs, the Price Range was not derived using a formal determination of fair value, but was determined on a preliminary
basis pursuant to negotiations between the Company and the underwriters for the IPO. Among the factors that were considered in setting the Price Range were the following:

 CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

 HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
17 CFR §200.83

 U.S. Securities and Exchange Commission

June 6, 2018

 Page Two

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the general conditions of the securities markets and the recent market prices of, and the demand for, publicly traded common stock of comparable companies;

•

the Company’s financial condition and prospects;

•

estimates of business potential and earnings prospects for the Company and the industry in which it operates;

•

recent performance of IPOs of companies in the healthcare sector, and the medical device sector in particular;

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business developments impacting the Company; and

•

input received from the lead underwriter, including discussions that took place with senior management of the Company and its board of directors (the “Board”).

The Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful IPO with no weighting
attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction.

The Company expects to include the Price Range in an amendment to the Registration Statement that will shortly precede the commencement of the
Company’s road show. However, due to the recent volatility in the financial markets and the volatility evident in the market for recent IPOs, the Price Range may change between now and the date of such amendment. The Company confirms to the
Staff that, in accordance with Item 501(b)(3) of Regulation S-K and CD&I 134.04, the Price Range will be no more than $2.00, if the maximum price is $10.00 per share or less, or 20%, if the
maximum price is greater than $10.00 per share. The parameters of the Price Range will be subject to then-current market conditions, continuing discussions with the underwriters and any business developments impacting the Company.

Summary of Recent Equity Awards

The Company is providing the following supplemental information to the Staff to facilitate its review process. Since January 1, 2017, the
Company has issued the following equity awards to its employees and members of its Board, all in the form of stock option grants:

 CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

 HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
17 CFR §200.83

 U.S. Securities and Exchange Commission

June 6, 2018

 Page Three

 Grant Date

Number of
Shares
Underlying
Options
(in thousands)

Exercise
Price per
Share

 February 6, 2017

9,348

$
0.11

 February 14, 2017

426

$
0.11

 April 12, 2017

3,152

$
0.11

 July 20, 2017

10,108

$
0.08

 September 22, 2017

500

$
0.14

 October 19, 2017

2,818

$
0.14

 December 6, 2017

974

$
0.14

 December 7, 2017

731

$
0.14

 January 24, 2018

3,081

$
0.16

 March 16, 2018

4,948

$
0.16

 April 25, 2018

3,446

$
0.18

 June 8, 2018

2,893

$
0.21

 Historical Determinations of Fair Value of Common Stock

As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been
determined by the Board, as of the date of each option grant, with input from management, considering the Company’s most recent arm’s-length sales of its preferred stock and third-party valuation of
its common stock as well as the Board’s assessment of additional objective and subjective factors that the Board believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the
grant. The Board considered various objective and subjective factors to determine the fair value of the common stock as of each grant date, including:

•

the prices at which the Company sold preferred stock and the superior rights and preferences of the preferred stock relative to the common stock at the time of each grant;

•

the progress of the Company’s research and development programs, including the status and results of clinical trials for the NeuroStar Advanced Therapy System;

•

the Company’s commercialization of the NeuroStar Advanced Therapy System and results of its sales and marketing efforts;

•

the Company’s stage of development and its business strategy;

•

external market conditions affecting the healthcare industry in general, and the medical device industry in particular, and trends within such industries;

•

the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results;

•

the lack of an active public market for the common stock and preferred stock;

•

the likelihood of achieving a liquidity event, such as an IPO, in light of prevailing market conditions;

•

the Company’s IPO timeline and related activities; and

 CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

 HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
17 CFR §200.83

 U.S. Securities and Exchange Commission

June 6, 2018

 Page Four

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the analysis of IPOs and the market performance of similar companies in the healthcare and medical device industries.

In the course of granting stock options and preparing for its IPO, the Company obtained third-party valuations of its common stock as of
September 30, 2016, June 1, 2017, August 31, 2017, December 31, 2017, March 31, 2018 and April 30, 2018. The third-party valuations resulted in valuations of the Company’s common stock of:

•

$0.11 per share as of September 30, 2016;

•

$0.08 per share as of June 1, 2017;

•

$0.14 per share as of August 31, 2017

•

$0.16 per share as of December 31, 2017;

•

$0.18 per share as of March 31, 2018; and

•

$0.21 per share as of April 30, 2018.

 As of each award date set forth in the table above
under “Summary of Recent Equity Awards,” the Board established the per-share exercise prices of these awards based upon the valuation of the common stock as of the applicable award dates. On
February 6, 2017 and February 14, 2017, the Board approved a valuation of the common stock as of such dates of $0.11 per share based, in part, on the third-party valuation of the Company’s common stock as of September 30, 2016 at
the same valuation. On April 12, 2017, the Board determined the fair value of the Company’s common stock as of such date to be $0.11 per share based, in part, on the third-party valuation of the Company’s common stock as of
September 30, 2016 at the same valuation. On July 20, 2017, the Board determine the fair value of the Company’s common stock as of such date to be $0.08 per share based, in part, on the third-party valuation of the Company’s
common stock performed as of June 1, 2017 at the same valuation. On September 22, 2017, the Board determined the fair value of the common stock as of such date to be $0.14 per share based, in part, on the third-party valuation of the
Company’s common stock as of August 31, 2017 at the same valuation. On October 19, 2017, the Board determined the fair value of the Company’s common stock as of such date to be $0.14 per share based, in part, on the third-party
valuation of the Company’s common stock as of August 31, 2017 at the same valuation. On December 6, 2017 and December 7, 2017, the Board determined the fair value of the Company’s common stock as of such dates to be $0.14
per share based, in part, on the third-party valuation of the Company’s common stock as of August 31, 2017 at the same valuation. On January 24, 2018 and March 16, 2018, the Board determined the fair value of the Company’s
common stock as of such date to be $0.16 per share based, in part, on the third-party valuation of the Company’s common stock as of December 31, 2017 at the same valuation. On April 25, 2018, the Board determined the fair value of the
Company’s common stock to be $0.18 per share based, in part, on the third-party valuation of the Company’s common stock as of March 31, 2018 at the same valuation. On May 3, 2018, the Compensation Committee approved the
compensation package, including the promise of a grant of options, to the Company’s new Chief Commercial Officer, and determined to use an exercise price of $0.21 per share based, in part, on the third-party valuation of the Company’s
common stock as of April 30, 2018 at the same valuation, which was the most recent valuation conducted prior to the approval of the compensation package. These options are anticipated to be formally approved by the Compensation Committee on
June 8, 2018 based on the terms previously approved on May 3, 2018.

 CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

 HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
17 CFR §200.83

 U.S. Securities and Exchange Commission

June 6, 2018

 Page Five

 The third-party valuations described above were performed in accordance with the guidance
outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

In order to determine the estimated fair value of the shares of common stock, the Company and the third-party valuation firms utilized the
hybrid method, employing both the Probability-Weighted Expected Return Method (the “PWERM”) and the option-pricing method (the “OPM”) and providing a relative weighting to each to estimate the
Company’s enterprise value. Using the PWERM, the value of the Company’s outstanding equity securities were estimated based upon an analysis of various future outcomes such as an IPO, merger or sale, dissolution, or continued operation as a
viable enterprise. The values calculated under the PWERM were based upon the probability-weighted present value of then-expected future investment returns, considering each of the possible outcomes as well as the rights of each share class. The OPM
treats a Company’s security classes as call options on total equity value, with exercise prices based on the relative seniority of payments among such security classes. The value of junior equity interests under the OPM is based on the value of
optionality over-and-above the value of securities that are senior to them in the capital structure. The hybrid method represents a combination of these two methods,
employing the PWERM to contemplate reasonable near-term liquidity events and the OPM to capture a scenario in which the liquidity events incorporated in the PWERM do not come to fruition.

In the case of the June 1, 2017 valuation, the value of the Company’s common stock was primarily derived based on the option pricing
model backsolve method using the recent Series G preferred financing, The fair value of the common stock using OPM was determined to be $[***] per share based on an equity value for the Company of $[***] million. In the same valuation, the fair
value of the common stock using PWERM was $[***] per share based on a pre-money equity valuation for the Company of $[***] million, with the IPO being the only scenario under the PWERM. The valuation weighted
the OPM backsolve at [***]% and the PWERM at [***]%, with a resulting fair value of the Company’s common stock being $[***] per share. These probability weightings were reasonable in light of the Company’s expectations at the time
regarding the feasibility of an IPO, especially in light of the recent Series G preferred financing and the status of the Company’s operations.

In the valuation conducted as of August 31, 2017, the fair value of the common stock in a stay private scenario using the OPM was
determined to be $[***] per share after applying a [***]% discount for lack of marketability based on an equity value of $[***] million. The fair value of the common stock in an IPO scenario was determined to be $[***] per share based on a pre-money equity valuation of $[***] million. The valuation weighted the probability of the stay private scenario at [***]% and the IPO scenario at [***]%, with a resulting fair value of the Company’s common
stock being $[***] per share. These probability weightings reflected the significant work the Company had undergone to improve its internal organization and sales force. In addition, based on discussions with bankers at the time, the Company
believed that the probability of successfully completing an IPO had increased.

 In the valuation conducted as of December 31, 2017,
the fair value of the common stock in a stay private scenario using the OPM was determined to be [***] per share after applying a [***]% discount for lack of marketability based on an equity value of $[***] million. The fair value of the common
stock in an IPO scenario was determined to be $[***] per share based on a pre-money equity valuation of $[***] million. The fair value of the common stock in a mergers and acquisitions scenario
(“M&A”) was determined to be $[***] per share based on an equity value of $[***] million. The valuation weighted the probability of the stay private scenario at [***]%, the IPO scenario at [***]% and the M&A scenario at

 CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DO