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CORRESP
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CORRESP

 VIA EDGAR

Carlos Ramirez

 T: (858)
550-6157

 cramirez@cooley.com

*FOIA Confidential Treatment Request*

Confidential Treatment Requested by Beta Bionics, Inc.

In connection with its Registration Statement on Form S-1 (File
No. 333-284147)

 January 10, 2025

U.S. Securities and Exchange Commission

 Office of Industrial
Applications and Services

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Julie Sherman

 Jeanne Baker

Juan Grana 

 Lauren Nguyen

Re:
 Beta Bionics, Inc.

Registration Statement on Form S-1

Filed January 6, 2025

File No. 333-284147

Ladies and Gentlemen:

 On behalf of Beta Bionics,
Inc. (the “Company”), we submit this supplemental letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated October 10,
2024 (the “Initial Comment Letter”) relating to the Company’s Registration Statement on Form S-1, originally confidentially submitted to the Commission on September 13, 2024, resubmitted to
the Commission on October 25, 2024, November 22, 2024 and December 13, 2024, and filed with the Commission on January 6, 2025 (the “Registration Statement”). This supplemental letter addresses comment 24 of the Initial
Comment Letter.

 Because of the commercially sensitive nature of certain information contained herein, this supplemental letter is
accompanied by the Company’s request for confidential treatment for selected portions of this supplemental letter. The Company has filed separate correspondence with the Office of Freedom of Information and Privacy Act Operations in connection
with its confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. §200.83. The copy filed herewith omits the information subject to the confidentiality request. Omissions are
designated as [***]. For the Staff’s reference, we have enclosed a copy of the Company’s correspondence to the Office of Freedom of Information and Privacy Act Operations, as well as an unredacted copy of this supplemental letter, marked
to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

 For the
convenience of the Staff, we have recited the prior comment from the Initial Comment Letter in italicized type and have followed the comment with the Company’s response.

FOIA Confidential Treatment Requested by Beta Bionics, Inc.

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

t: (858) 550-6000 f: (858) 550-6420 cooley.com

 U.S. Securities and Exchange Commission

January 10, 2025

 Page Two

24.
 Once you have an estimated offering price or range, please explain to us how you determined the fair value
of the common stock underlying your equity issuances, and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of
your accounting for equity issuances including stock compensation and beneficial conversion features. Please discuss with the staff regarding how to submit your response.

The Company’s discussion of its accounting for stock-based compensation is primarily contained within the sections of the Registration
Statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation” and “—Determination of Fair Value of
Our Class B Common Stock and Series C Convertible Preferred Stock” appearing on pages 131 to 134 of the Registration Statement. The Company advises the Staff that shares of the Company’s Class B common stock will be converted
into shares of the Company’s common stock (on a one-to-one basis) immediately prior to the closing of the initial public offering (“IPO”), and such shares
are referred to herein as “common stock”.

 The Company 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 the shares of common stock underlying its outstanding equity awards and the reasons for the difference between the recent valuations of the common stock and
the estimated offering price for the IPO.

 Estimated Preliminary IPO Price Range

The Company advises the Staff that it preliminarily estimates a price range of approximately $[***] to $[***] per share (the “Preliminary
Price Range”) of the Company’s common stock for its IPO. The Preliminary Price Range does not reflect the impact of a reverse stock split of its common stock (currently anticipated to be at a ratio of 1-for- [***]), which reverse stock split will be effected prior to the filing of and reflected in an amendment to the Registration Statement taking place before the commencement of the road show. On a
post-reverse stock split basis, the Preliminary Price Range is estimated to be $[***] to $[***] per share. The Preliminary 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 as a privately held company or being sold in a change of control transaction.

As is typical in IPOs, the Preliminary Price Range was not derived using a formal determination of fair value, but was determined through
discussions among the board of directors of the Company (the “Board”), management of the Company and the lead underwriters for its IPO. Among the factors that were considered in estimating the Preliminary Price Range were the following:

•

 the Company’s financial position and prospects;

•

 prospects of the medical device industry;

•

 an analysis of the typical valuation ranges seen in recent IPOs for comparable companies in the Company’s
industry;

•

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

•

 feedback from potential investors following “testing the waters” meetings that occurred between
September 2024 and December 2024;

•

 input received from BofA Securities, Inc., Piper Sandler & Co. and Leerink Partners LLC, the lead
underwriters (the “Representatives”) for the IPO; and

 FOIA Confidential
Treatment Requested by Beta Bionics, Inc.

 Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

t: (858) 550-6000 f: (858) 550-6420 cooley.com

 U.S. Securities and Exchange Commission

January 10, 2025

 Page Three

•

 the recent financial performance of IPOs of companies in the industry in which the Company operates.

 The Company will include a narrower bona fide price range of the common stock, as adjusted for the reverse stock split,
in an amendment to the Registration Statement that will precede the commencement of the Company’s road show. The parameters of the bona fide price range will be subject to then-current market conditions, continuing discussions with the
Representatives, and volatility in the securities markets, including, in particular, the volatility experienced in the market by recent IPO issuers. However, the Company believes that the foregoing Preliminary Price Range will not be subject to
significant change. In any event, the Company confirms to the Staff that the bona fide price range will comply with Item 501(b)(3) of Regulation S-K and CD&I 134.04.

Summary of Recent Equity Awards

From January 1, 2024 to date, the Company has issued the following stock option awards to its employees, consultants and members of its
Board:

 Grant Date

Number of
Shares
Underlying
Equity Awards

Exercise
Price
Per Share

Estimated Common
Stock Fair Value
Per Share
on Date of Grant

 January 1, 2024

60,000

$
4.32

$
4.32

 February 1, 2024

33,000

$
4.32

$
4.32

 March 21, 2024

849,000

$
4.32

$
4.32

 June 18, 2024

507,750

$
4.87

$
4.87

 September 30, 2024

292,767

$
5.45
(1)

$
5.45
(1)

 December 9, 2024

76,500

$
5.56

$
5.56

(1)
 At the time of this option grant, the Board determined the fair value of the Company’s common stock after
taking into account the Company’s most recently available contemporaneous third-party valuation of its common stock, the June 2024 Valuation (as defined below), as of such grant date, and other objective and subjective factors as appropriate.
At a later date, the Board obtained the September 2024 Valuation (as defined below), which resulted in a fair market value of $5.56 as compared to $5.45. The difference in the estimated common stock fair value per share is immaterial.

 On December 9, 2024, the Board approved the grant of options to purchase 1,778,593 shares of the Company’s
common stock to the Company’s executive officers, which will become effective upon the execution and delivery of the underwriting agreement for the Company’s IPO, with an exercise price that is equal to the IPO price.

Historical Determination of Common Stock Fair Value and Methodology

Overview

 As described in the Registration
Statement, as there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock historically has been determined by the Board, as of the date of each option grant, with input from management,
considering the Company’s most recently available third-party valuations 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

 FOIA Confidential
Treatment Requested by Beta Bionics, Inc.

 Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

t: (858) 550-6000 f: (858) 550-6420 cooley.com

 U.S. Securities and Exchange Commission

January 10, 2025

 Page Four

changed from the date of the most recent third-party valuation through the date of the grant. The third-party valuations of the Company’s common stock that the Board considered in making its
determinations were prepared in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide: Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice
Aid”), which prescribes several valuation approaches for determining the value of an enterprise, such as the income approach, market approach and asset/cost approach, and various methodologies for allocating the value of an enterprise to its
capital structure and specifically its common stock.

 The Board considered various objective and subjective factors to determine the fair
value of the Company’s common stock as of each grant date, including:

•

 the prices at which the Company sold shares of its convertible preferred stock to outside investors in
arms-length transactions, and the superior rights, preferences and privileges of the convertible preferred stock relative to the common stock at the time of each grant;

•

 the progress of the Company’s research and development and commercialized programs, including their stages
of development;

•

 the Company’s business strategy;

•

 the Company’s operating and financial performance;

•

 the lack of liquidity of the Company’s common stock;

•

 trends in the broader economy and the medical device industry;

•

 the likelihood of achieving a liquidity event for the Company’s securityholders, such as an IPO or a sale of
the company;

•

 prevailing market conditions, the hiring of key personnel and the experience of management; and

•

 the analysis of IPOs and the market performance of peer companies in the medical device industry, as well as
completed mergers and acquisitions of public peer companies.

 Allocation Method

In accordance with the Practice Aid, the Company considered the following methods for allocating the enterprise value across its classes and
series of capital stock to determine the estimated fair value of the common stock at each valuation date.

•

 Current Value Method (“CVM”). Under the CVM, once the fair value of the enterprise
is established, the value is allocated to the various series of preferred and common stock based on their respective seniority, liquidation preferences or conversion values, whichever is greatest. The current value method was not utilized in the
analysis based on the possibility of the Company pursuing an initial public offering.

 FOIA Confidential
Treatment Requested by Beta Bionics, Inc.

 Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

t: (858) 550-6000 f: (858) 550-6420 cooley.com

 U.S. Securities and Exchange Commission

January 10, 2025

 Page Five

•

 Option Pricing Method (“OPM”). The OPM estimates the value of the common
stock using the various inputs in the Black-Scholes option pricing model. The OPM treats the rights of the holders of common stock as equivalent to that of call options on any value of the enterprise above certain break points of value based
upon the liquidation preferences of the holders of the Company’s convertible preferred stock (including convertible preferred stock warrants), as well as their rights to participation, and the stock prices of the outstanding options. Thus, the
value of the common stock can be determined by estimating the value of its portion of each of these call option rights. Under this method, the common stock has value only if the funds available for distribution to stockholders exceed the value of
the liquidation preference at the time of a liquidity event, such as a merger or sale.

•

 Probability-Weighted Expected Return Method (“PWERM”). The PWERM is a
scenario-based analysis that estimates the value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the Company, as well as the economic and control
rights of each share class.

•

 Hybrid Method (“Hybrid Method”). The Hybrid Method is a weighted-average method
that combines both the OPM and PWERM. Weighting allocations are assigned to the OPM and PWERM methods factoring in possible future liquidity events.

Based on the Company’s early stage of development and commercialization, the difficulty in predicting the range of specific outcomes (and
their likelihood), and other relevant factors, the OPM allocation method was considered most appropriate for valuations prior to December 31, 2023. For valuations prepared as of and after December 31, 2023, the Hybrid Method was used,
including for the independent third-party valuations of the common stock as of December 31, 2023 (the “December 2023 Valuation”), March 31, 2024 (the “March 2024 Valuation”), June 30, 2024 (the “June 2024
Valuation”) and September 30, 2024 (the “September 2024 Valuation” and together with the December 2023 Valuation, the March 2024 Valuation and the June 2024 Valuation, the “Valuations”), as discussed below. Using PWERM,
the Hybrid Method incorporated two scenarios: (1) a stay-private scenario where the allocation of total equity value was performed using the OPM, and (2) an IPO scenario where all outstanding shares of the Company’s convertible
preferred stock were assumed to be mandatorily converted into shares of common stock. In the IPO scenario, the Company assumed that all outstanding shares of its convertible preferred stock and all the Company’s outstanding warrants would be
converted into shares of common stock. In addition, given the common stock represents a non-marketable equity interest in a private enterprise, an adjustment to the preliminary value estimates had to be made
in the Hybrid Method to account for the lack of liquidity that a stockholder experiences. This adjustment is commonly referred to as a discount for lack of marketability (“DLOM”).

Summary of Methodology Used by Valuation Date

Independent third-party valuations related to the stock option awards