SecProbe.io

Mail Stop 3030
September 20, 2016

Via E -mail
Andrew Rasdal
President and Chief Executive Officer
Obalon Therapeutics, Inc.
5421 Avenida Encinas, Suite F
Carlsbad, CA 92008

Re: Obalon  Therapeutics, Inc.
Registration Statement on Form S -1
Filed September 9, 2016
  File No. 333 -213551

Dear Mr. Rasdal :

We have reviewed your registration 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 registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our August 31, 2016 letter.

Use of Proceeds, page 57

1. We note your response to prior comment 8.  Given your disclosure regarding the different
uses of the offering’s proceeds,  please revise to clarify the approximate amount intended
to be used for each purpose listed here.

Andrew Rasdal
Obalon Therapeutics, Inc.
September 20, 2016
Page 2

 Dilution, page 62

2. Please expand your revisions added in response to prior comment 9 to disclose how the
amounts and percentages under the heading “Total consideration” would change
assuming the exercise of all outstanding warrants and options.

Recently developed treatment alternatives, page 86

3. In addition to the one -year weight loss data you added in response to prior comment 19,
please address that po rtion of the  comment  that asked you to disclose the data relating to
the amount of pounds lost during your competitors’ trials.  Ensure that your disclosure is
clear regarding how those amounts compare to the amount lost during and as of
completion of thos e trials, as well as during any follow -up subsequent to those trials.

Sales and Marketing, page 96

4. Given your disclosed reliance on your distribution agreement with Bader for all of your
current revenues, please address that portion of prior comment 21 that asked you to revise
your disclosure to indicate the minimum purchase requirements under the agreement.

Exhibits

5. Please ensure that all exhibits filed are complete.  For example, we note that exhibits 4.4,
4.5, and 4.6 refer to an attach ed capitalization table and exhibits 4.5 and 4.6 refer to
Appendix 1 , none of which appear to be attached.  Also, exhibits C and D to exhibit
10.10 refer to a “New Borrower Kit,” but those documents do not appear to be attached.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regi stration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any acti on with respect
to the filing;

Andrew Rasdal
Obalon Therapeutics, Inc.
September 20, 2016
Page 3

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Tara Harkins  at (202) 551 -3639 or Kate Tillan, Assistant Chief
Accountant,  at (202) 551 -3604 if you have questions regarding comments on the financial
statements and related matters.  Please contact Caleb French  at (202) 551 -6947 or Geoff
Kruczek, Senior Attorney, at (202) 551 -3641 with any other questions.

Sincerely,

 /s/ Geoff Kruczek for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Robert A. Freedman, Esq.
 Fenwi ck & West LLP