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      VIA EDGAR

        March 6, 2024

        United States Securities and Exchange Commission

        Division of Corporate Finance

        Office of Industrial Applications and Services

        100 F Street, N.E.

        Washington, D.C. 20549

        Attn: Jeanne Bennett and Kristin Lochhead

      Re:         AngioDynamics, Inc.

      Form 10-K for the Fiscal Year Ended May 31, 2023

      Form 10-Q for the Quarterly Period Ended November 30, 2023

      Form 8-K dated December 25, 2023

      File No. 000-50761

      Dear Jeanne Bennett and Kristin Lochhead,

      AngioDynamics, Inc. (“AngioDynamics”, “we”, or the “Company”) respectfully submits this letter in response to the comments received from the staff (the “Staff”) of the United States Securities and Exchange Commission
        (the “SEC”) by letter dated February 22, 2024, in relation to the above-referenced filings.  For ease of reference, the Staff’s comments are reproduced below in bold italicized type, followed by AngioDynamics’ responses.

      Form 10-K for the Fiscal Year Ended May 31, 2023

      Consolidated Financial Statements

      Note 9. Goodwill and Intangible Assets, Goodwill, page 67

            1.

              Please clarify how you allocated goodwill to the two reporting units at the beginning of fiscal year 2023 in response to your new reporting structure. In that regard, explain how 80% of
                goodwill was allocated to the Med Tech reporting unit when only 29% and 25% of your revenue was generated from your Med Tech segment for FY23 and FY22, respectively. Reference ASC 350-20-35-45.

      Executive Summary

      AngioDynamics allocated goodwill between its two reporting units, Med Tech and Med Device, based upon the relative fair value allocation approach. The Company developed a detailed, bottoms up cash
        flow model for each reporting unit and then, in conjunction with an independent valuation specialist performed a discounted cash flow analysis to arrive at the relative valuations for each unit.  The Company’s strategy reflects significant
        investment in the higher growth, higher margin Med Tech segment.  Over the projection periods included in the discounted cash flow analysis, the projected growth in the higher-margin Med Tech reporting unit contributes significantly higher
        projected cash flows than the lower growth, lower margin Med Device reporting unit.  As a result, even though the Med Device reporting unit is currently larger than the Med Tech reporting unit in terms of actual reported revenues for fiscal years
        2022 and 2023, the Med Tech reporting unit had a much higher fair value, resulting in a significantly higher portion of the Company’s goodwill being allocated to the Med Tech reporting unit.

      Detailed Response

      Beginning with the first fiscal quarter of AngioDynamics’ fiscal year ended May 31, 2023, AngioDynamics began to manage its operations as two operating segments and two reporting units, namely Med
        Tech and Med Device.  Prior to this time, AngioDynamics managed its operations as one reporting unit.  The change in managing operations that led to the change in reporting units was primarily driven by the Company’s strategic direction to focus
        internal investment, and therefore increase internal review and management focus, on the Med Tech segment.  The Med Tech segment includes the Company’s main growth drivers: (i) the Auryon peripheral atherectomy platform, (ii) mechanical
        thrombectomy, including the AngioVac and AlphaVac product lines, and (iii) the NanoKnife solid tumor ablation technology platform.  The remainder of the Company’s product offerings comprise the Med Device segment.  The Med Tech reporting unit has
        substantially different characteristics from the Med Device reporting unit, including, without limitation, addressable markets that are larger with higher growth profiles, gross margin profiles that are significantly higher (roughly 60%-65% for the
        Med Tech segment vs. roughly 40%-45% for the Med Device segment), revenue growth projections that are significantly higher for the Med Tech segment vs. the Med Device segment, and investment requirements that are significantly higher for the Med
        Tech segment vs. the Med Device segment.

      In accordance with ASC 350-20-35-45, because AngioDynamics shifted its strategy and management focus and therefore reorganized its reporting structure in a manner that changed the composition of
        one or more of its reporting units (specifically, the Company moved from one reporting unit to two reporting units), goodwill was reassigned to the reporting units affected using a relative fair value allocation approach similar to that used when a
        portion of a reporting unit is being disposed of.  In order to determine the fair value of each reporting unit, the Company utilized the income approach based on the projected cash flows discounted to their present values.  The Company engaged an
        independent valuation specialist to assist management in the development and measurement of the fair value of the reporting units.

      In addition to the income approach, the Company performed two market-based valuation approaches; the Guideline Public Company method, which included a detailed market analysis of publicly traded
        companies that provide a reasonable basis for comparison to each reporting unit’s relative fair value; and the Comparable Transaction approach, which included a detailed market analysis of merged or acquired companies that provide a reasonable
        basis for comparison to each reporting unit’s relative fair value.  The Company believes that the income approach was the most appropriate indicator of each reporting unit’s relative fair value and noted that the market approaches corroborated the
        income approach.

      The relative fair values for the respective reporting units and goodwill allocation were determined to be as follows:

              Amounts in thousands

              Relative Fair

              Value

              Goodwill

              Allocation

              Med Tech

              $

              709,000

              79.8

              %

              $

              160,529

              Med Device

              $

              179,000

              20.2

              %

              $

              40,529

              Total Company

              $

              888,000

              100

              %

              $

              201,058

      Note, as of May 31, 2023, in connection with determining that the Dialysis and Biosentry assets were “held for sale” prior to the completion of the divestiture of those assets, the Company performed a goodwill
        impairment test and impaired all of the goodwill associated with its Med Device segment.  This was disclosed in the Company’s annual report on Form 10-k for the fiscal year ended May 31, 2023.

      Form 10-Q for the Quarterly Period Ended November 30, 2023

      Consolidated Financial Statements

      Note 5. Goodwill and Intangible Assets, page 12

            2.

              We note that the market valuation of your stock has declined significantly since May 31, 2023 and is below your consolidated book value at November 30, 2023. Please tell us how you
                considered ASC 350-20-35-30 in determining whether a triggering event occurred that requires you to perform an interim assessment of goodwill impairment. As a related matter, given the significance of your goodwill and indefinite lived
                intangible asset balances and overall decline in your market capitalization, please revise future filings here or within critical accounting policies to address the following:

            •

              Expand your disclosure to state whether or not the fair value of your reporting units “substantially exceeds” the carrying value. To the extent any reporting unit fair values are not
                substantially in excess of fair values, disclose the name of those reporting units and the amount or percentage by which the fair value exceeds their carrying value;

            •

              Discuss how you considered the fact that your market capitalization is below book value in determining that goodwill had not been impaired;

            •

              Explain how you consider market capitalization in determining the estimated fair values of the reporting units. Refer to ASC 350-20-35-3C;

            •

              If a significant difference exists between your market capitalization and the aggregate fair values of a company’s reporting units, disclose the reasons for the difference.

      Executive Summary

      The Company acknowledges that the market value of its stock price has declined significantly since May 31, 2023 and was below its consolidated book value at November 30, 2023.  As of the end of the
        second fiscal quarter ended November 30, 2023, the Company assessed whether a triggering event had occurred that would lead to an interim impairment for goodwill in advance of its annual test, which is performed as of the end of April.  The Company
        determined that no significant changes in its business prospects, market or other conditions arose that would lead to a triggering event, other than the decline in stock price.  The Company was aware of several items that were not publicly
        disclosed as of November 30, 2023 that it believed could have a positive impact on the market value of its stock.  These items included a manufacturing restructuring plan, as well as discussions with several parties that could result in the
        divestiture of certain non-core assets.  In addition, in September 2023, the Company was removed from the S&P Micro Cap Index, which resulted in significant short-term selling pressure.  The Company was not able to assess the long-term impact
        of this removal as of November 30, 2023.  In January 2024, the Company announced its manufacturing restructuring plan and in February 2024, the Company closed and announced the divesture of its PICC and Midline businesses. Notwithstanding these
        announcements, however, the decline in the Company’s stock price has remained persistent.  As a result, the Company has determined as of the end of February 2024 that a triggering event has occurred as a result of the stock price decline.  The
        Company is assessing goodwill for impairment and currently expects that a portion of its remaining goodwill will be impaired.

      Detailed Response

      In accordance with ASC 350-20-35-28, the Company tests for impairment of Goodwill of its reporting units on an annual basis during April.  In addition, also in accordance with ASC 350-20-35-28 and
        ASC 350-20-35-30, the Company tests for impairment of Goodwill of its reporting units between annual tests if it determines that a triggering event has occurred or circumstances change that would more likely than not reduce the fair value of the
        reporting unit below its carrying amount.  As of November 30, 2023 and up to January 8, 2024 when the Company filed its Quarterly Report on Form 10-Q for the Quarterly Period Ended November 30, 2023 (the “Second Quarter Form 10-Q”), the Company
        determined that a triggering event had not occurred or circumstances had not changed that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

        Specifically, in accordance with ASC 350-20-35-3C(a) through (g), the Company assessed the following:

      a.          Macroeconomic conditions (such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in
          equity and credit markets that could affect significant inputs used to determine the fair value)

      There had been no significant changes in macroeconomic conditions since April 30, 2023 that affected significant inputs used to determine the Company’s reporting units’ fair value.  While the
        macro-inflationary environment was persistent and access to capital remained more restrictive than prior to the start of the inflationary environment, on June 8, 2023, the Company completed the sale of its Dialysis and Biosentry Tract-Sealant
        System product lines, representing approximately $33 million of annual revenue for $100 million in cash.  Pursuant to this transaction, the Company retired all of its outstanding debt and created a significant net cash position that ameliorated any
        need to access additional capital.  In addition, the Company does not have significant exposure to foreign exchange rate risk as the vast majority of its arrangements with international distributors are dollar denominated.

      b.          Industry and market considerations (such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent
          multiples or metrics (in both absolute terms and relative to peers), or a change in the market for an entity’s products or services due to the effects of obsolescence, demand, competition, or other economic factors (such as the stability of the
          industry, known technological advances, legislative action that results in an uncertain or changing business environment, and expected changes in distribution channels) that could affect significant inputs used to determine the fair value)

      There had been no significant changes since April 30, 2023 related to the industry or market conditions in which the Company operates that would impact the significant inputs used in determining
        fair value.  As referenced above, macroeconomic conditions, especially around inflation, persisted; however, this was consistent with what the Company had experienced over the past year and these pressures were incorporated in the Company’s
        forecasted cash flows used in the income approach discussed in our response to question 1 above.  Similarly, there were no significant changes in competition, legislation or any distribution channels for the Company’s products.

      c.          Cost factors (such as increases in raw materials, labor, or other costs that have a negative effect on future expected earnings and cash flows that could affect significant inputs
          used to determine the fair value)

      There had been no significant changes in cost factors since the annual goodwill impairment test date of April 30, 2023 that would affect the significant inputs the Company used to determine the
        fair value of its intangibles or goodwill.   The Macro-inflationary environment remained persistent. The Company did experience inflation in raw materials costs that had begun in previous quarters, but, during the fiscal quarter ended November 30,
        2023, the Company experienced a decrease in freight surcharges and an overall decrease in freight expense.  Labor availability remained steady in the plant and the Company continued its initiative to move production capacity for certain products to
        a third-party manufacturing partner in Costa Rica.  The initiative to move production capacity for certain products to a third party manufacturing partner in Costa Rica maintained the Company’s availability to labor and stabilized the Company’s
        expectations with respect to costs which supported the Company’s forecasted cash flows used to determine the fair value of the Company’s reporting units.

      d.          Financial performance (such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior
          periods that could affect significant inputs used to de